4T Limited - Terms and Conditions

1. Scope and Services

• 1.1
  The Undersigned (hereinafter the “Client”) requests from 4T Limited (hereinafter the “Company”) to open one or several accounts and make available to him/her, securities services, subject to the following terms and conditions which requires, among others, the signature of an agreement between a financial institution and a client for purposes of conducting securities dealer activities (the “Contract”), and the mandatory terms and conditions of any applicable laws, regulations, or practices. In the event of any inconsistency between the provisions of such laws, regulations or practices and the provisions of this Contract, the provisions of this Contract shall prevail except for provisions that are mandatory to the Company in such laws and regulations.
• 1.2
  In this Contract, “we”, “us”, “our”, and “ours” means 4T Limited, a company established in the Republic of Seychelles on the 15th of October 2019 with the registration number 8427038-1 and with a registered office at Olivier Maradan Building, P.O. Box 802, Mahe, Victoria, Seychelles. 4T Limited is licensed by the Financial Services Authority, Seychelles as a Securities Dealer with license number SD058. The words “his”, “him”, “he”, or “himself” refer to the Client regardless of gender base.
• 1.3
  These terms and conditions together with the Risk Warning Notice, the Client’s completed Application Form, the Company’s Market Information (as amended from time to time) and any additional terms and conditions issued by the Company, including those related to Credit Accounts and any other documents that we may provide to the Client which are stated to form part of the agreement between the Company and the Client, are collectively known as the Contract.
• 1.4
  The Contract governs the Client’s relationship with the Company and all Transactions entered into via any medium between the Client and the Company via a Platform. This includes any Transaction made by an Authorized Third Party or any person giving the Client’s name, account number and/or password.
• 1.5
  The Client agrees to be legally bound by the Contract if he: (i) ticks the relevant tick box on an Application Form, or (ii) sign an Application Form or (iii) trade on his account. For the avoidance of doubt the Contract, as may be amended from time to time, applies to all the Client’s accounts without any separate agreement or contract.
• 1.6
  The Contract will be effective as between the Company and the Client on the day on which the Company acknowledges acceptance of the Client’s application. If the Client is an individual acting for purposes which are outside his business, trade or profession, he has a period of 14 calendar days from acceptance of this Contract to withdraw from this Contract without penalty and without reason, provided that, if any Transaction is executed under the Contract during such period, this right of withdrawal will not apply and the Contract will remain binding upon the Client from the time at which the Transaction is entered into.
• 1.7
  The Company will deal with the Client on an execution-only basis at all times. The Client agrees that we are under no obligation to satisfy ourselves as the suitability of any Transaction for the Client, to monitor or advise him on the status of any Transaction or to make margin calls.
• 1.8
  The Company will not provide the Client with any advice on the merits or suitability of him entering into the Contract or any Transaction and will never provide him with any investment advice although we may provide the Client with generic or factual information from time to time on the nature, the terminology and of the procedures involved with such Transactions or concerning factual financial data information. The Client acknowledges and agrees that he relies on his own judgement when deciding whether or not to enter into any Transaction contemplated by the Contract. If any of the Company’s staff members, any Trading Partner or other third party appear to give advice, such advice is not given by the Company or on our behalf and the Company assumes no responsibility whatsoever for any such advice.
• 1.9
  We will enter all Transactions as principal and not as an agent for any other person. Unless otherwise agreed with the Company, the Client will also enter into all Transactions as principal and not as an agent for any other person.
• 1.10
  The Client’s trading will not create any rights of ownership or otherwise in any Underlying Market. We will not transfer any Underlying Market or any rights in it to the Client.
• 1.11
  We provide Market Information on the Website (www.4T.com), which outlines the Markets that we offer and various matters relating to the Contract. The Market Information will be updated from time to time and the Client should read it thoroughly before entering any Transactions. If there is any matter that the Client does not fully understand then he should seek clarification from the Company before entering the Transaction.
• 1.12
  Notwithstanding any other provision of the Contract, in providing the Company’s services, the Company will be entitled to take any action as it considers necessary to ensure compliance with Applicable Law. The Client agrees to strictly comply with all Applicable Law. If the Company reasonably considers that the Client has not so complied, the Company may close the Client’s account and terminate the Contract. The Client should be aware that the services the Company offers, including trading in Contracts For Differences (CFDs), are regulated by the FSA, and the applicable FSA laws and regulations that relate to the trading of financial markets also relate to CFDs and other such products linked to underlying markets. The Client is especially reminded that this applies to all forms of market abuse such as insider trading and to directors trading in shares of their own companies.

2. Opening of Account

• 2.1
  The client must open an account with the Company before the Company accepts any of the Client’s Transactions. The Client must complete and submit to the Company a “Know Your Customer” Form either electronically, or on the printable form available via the Website. All sections are mandatory and must be filled out and any information supplied must be true and correct to the best of the Client’s knowledge. Any incorrect or unclear information supplied may result in either an outright rejection of the KYC Form or a delay in the opening of the account.
• 2.2
  The Company is obligated by the Applicable Regulations to perform KYC and due diligence procedures to verify the identity of each person who registers online via the Company's Website. For this purpose, the Company will collect information about the Client such as name, surname, address, telephone number, email, nationality, date of birth, source of income and other details.
• 2.3
  When the Company receives the Client's completed online application form, it may use the information to create a client profile and conduct any further enquiries about the Client as the Company determines under the circumstances and its internal policies and procedures.
• 2.4
  The Company also carries out additional checks or periodic reviews. The Client will need to co-operate with the Company and supply the information requested promptly. The Company relies on the information that is provided by the Client in the online application form or otherwise as being correct and not misleading at all times, unless the Client notifies the Company otherwise in writing. In particular, the Client must notify the Company as soon as possible in writing if any of the details provided to the Company in the Client’s application form or if his circumstances have subsequently changed. We may agree to accept such notification over the telephone or by email. If the Client refuses to provide the information required, the Company must not provide Securities business Services to the Client.
• 2.5
  The Company is not to be required (and may be unable under Applicable Regulations) to accept a person as its Client until all documentation it requires have been received by properly and fully completed by such person and all internal checks (including without limitation all anti-money laundering customer identification and due diligence checks) have been duly satisfied.
• 2.6
  The Company reserves the right to impose additional due diligence requirements to accept Clients on a case-by-case basis and based on the initial information provided.
• 2.7
  During the customer identification and due diligence checks the Company shall apply processes to verify the Client's identity for which (amongst other things) photo identification information will be required by the Client. In certain circumstances we may require this information to be authenticated by an appropriate third party. The Company requires as minimum a government issued Photo identity documents such as a passport, driving license and/or identity card containing the Client’s full name, personal photo, and date of birth, ID number and expiry date as well as evidence of his residential address not older than three (3) months, such as a utility bill or bank statement, for the verification process. The information in these documents should agree with the details submitted in Client's application.
• 2.8
  The Company will assess the information received by the Client during the Account Opening Procedure to determine whether the Client is eligible or not in investing and/or operating a trading account with the Company. The Client's trading account will be opened following the assessment and completion of the KYC and due diligence procedure
• 2.9
  The Client acknowledges that the Company shall have the right to take any measures it deems appropriate should it consider that such information is inaccurate or no longer applicable. The Client certifies that the investment profile figures and other figures, if any, mentioned in his application are indicative and the Company is not requested to undertake any action should these figures not have been or be abided by.
• 2.10
  The Client understands and acknowledges that by submitting the above-mentioned KYC Form he is not considered approved and, thus, not holding an active account with the Company yet.
• 2.11
  The KYC Form is the registration stage, following which The Client shall complete the Personal Identification and Address Verification Process and become approved by the Company to be activated for trading (“pending for approval” status).
• 2.12
  During the Verification Process, the Client shall provide the Company with his Personal Identification and Address Verification documents as stipulated in his account or by a notice from the Company sent to him. The Client will be able to log in and upload his documents directly into his account.
• 2.13
  According to the Company’s internal policies, the Client will not be able to trade before Personal Verification and Address Verification is completed.
• 2.14
  In exceptional cases, the Company may allow the Client to deposit funds and/or trade during the Verification process (e.g. the Client submitted only part of the required documents and he is not ranked as highly risk client according to the Company’s internal risk management policies), however this is under the Company’s full discretion to decide and the Client shall have no right of claim or whatsoever to use such exception on his account. (For more details about AML and on-boarding procedures the Client can request it from the Company.)
• 2.15
  The Client understands and acknowledges that in case he is allowed to deposit and/or trade before the Verification process is completed, and he does not provide further documents or respond to the Company’s notifications in order to complete the Identity Verification process, within 30 calendar days from the first day of depositing the funds, then we reserve the right to close his open trades (as per the terms of this Contract) and deactivate his account, until we either complete the process or terminate the business relationship with him.
• 2.16
  The Client understands and acknowledges that while his account is on “pending for approval” status, in certain circumstances he might be able to proceed with the deposit in his account however he will not be able to trade unless he has completed the Personal Identification and Address Verification process, or we have approved his profile to fall within the above discussed exception. In such case he will not be able to withdraw his funds until the Personal Identification and Address Verification are completed.
• 2.17
  We reserve the right to limit the Client’s use of any Platform and apply pre-execution trading controls as may be appropriate to preserve compliance with Applicable Law or any other trading limits which may be notified to the Client, or if we reasonably believe that the Client are or may be subject to a Default Event. In the absence of willful misconduct or fraud by the Company we will not be liable to the Client for any loss, claim, demand, or expense incurred to the Client in connection with the Company exercising these rights.
• 2.18
  It is the Client’s (or the Client’s employer’s) responsibility to inform the Company as to whether information concerning the Client’s Transactions should be reported to the Client’s employer, including its compliance officer, and as to whether Confirmations and statements of the Client’s account should be sent to that compliance officer or to any other person authorized by the Client’s employer to receive such information. The Company will obtain the Client’s consent prior to providing any such information to his employer.
• 2.19
  To access the Client’s account, the Client will be prompted his username or account number and password.
• 2.20
  The Client’s username, password, and account number are extremely sensitive pieces of information. Any Transaction made on the Client’s account using either his username, account number, or his password will be deemed as an instruction authorized by the Client, as a valid Transaction and binding on the Client.
• 2.21
  The Client must immediately inform the Company if he is aware or suspects that a third party has had access to his username, account number, or password or that any person other than the Client (or the Client’s Authorized Third Party) is dealing on the Client’s account.
• 2.22
  The Client must not disclose his username, account number, or password to any third person outside the Company’s dealing, trading, or customer support desk. If the Client discloses his username, password and/or account number with a third party and such person deals on the Client’s account, or if the Company has reason to suspect that such circumstances apply or have applied, it will constitute a breach of the Contract and the Company may:

  • i. enforce any relevant Transaction against the Client if it is a Transaction under which he has incurred a loss; or
  • ii. treat any relevant Transaction as void if it is a Transaction under which the Client has secured a profit (and retain any such profit for the Company’s own account, subject to Applicable Law), unless and until the Client produces conclusive evidence within 3 months of the Transaction being closed that such circumstances do not exist.
• 2.23
  If the Client deposits money to his account or make Transactions in a currency other than his Base Currency, then:

  • i. the Client may realize a profit or loss in that currency, which may result in him having multiple balances in different currencies;
  • ii. the realized profits or losses from each relevant Transaction may be converted by the Company to the Client’s Base Currency and posted to his account in the Base Currency;
  • iii. the Company may convert any relevant adjustments or charges to the Client’s Base Currency before such adjustments/charges are booked on the Client’s account;
  • iv. the Company may convert any money received from the Client in a non-Base Currency into the Base Currency; and
  • v. any currency conversion will be made at a rate of exchange reasonably determined by the Company and the Company will not be liable to the Client for any exchange rate loss suffered by him as a result of any such currency conversion.

3. Joint Account

• 3.1
  All duties, liabilities and obligations of each Client towards the Company shall be joint and bind each Client.
• 3.2
  The Company may take Instructions and confirmations of transactions and of statements of Accounts from any one of the Clients, unless otherwise notified in writing by any one of the Clients, in which case the Company reserves the right to either refuse to take subsequent Instructions or to request that Instructions and operation of the Account be, until further joint notice, made by all Clients jointly and in writing only. Accordingly, where any Instructions, acknowledgments or confirmations are to be given by joint Clients, it shall be sufficient if such is given on behalf of the Clients by one of the Clients only and the Company may rely on such Instructions, acknowledgments, or confirmations as if the same were given by each of the joint Clients. In case of conflicting Instructions, demands, notices, or requests the Company shall have the right not to execute such conflicting Instructions, demands, notices or requests until agreement of all Clients.
• 3.3
  Unless otherwise notified in writing by any one of the Clients as per the above, each of the Joint Account holders is solely entitled, and with no need for authorization from the other co-holders, to operate, utilize and dispose of part or all of the Account including, without limitation, closing the Account and converting its currency and conducting on it all types of transactions compatible with its nature and this Contract.
• 3.4
  In all cases and notwithstanding anything to the contrary in this Contract, and notwithstanding any instruction to the contrary made by any Client, the Company may give confirmations, margin calls, statements or other information or correspondence about the Account to any one of the Clients, in which case the Company will be considered to have given it to all joint Clients.
• 3.5
  In the event of litigation between the co-holders regarding the Account, the Company shall have the right to block the Account from the date of its notification of the said litigation until an enforceable judgment is rendered and this without prejudice to the Company’s other rights and remedies regarding any liabilities or indebtedness due to the Company.
• 3.6
  The Joint Account cannot be utilized by an appointed representative unless his appointment was approved by all the co-holders and such appointment refers to the Joint Account and explicitly specifies the powers of such representative.
• 3.7
  If one of the Joint Account holders dies, the Company shall have the right either to apply the provisions of section “Acceleration and Enforcement” of this Contract or to continue dealing with the surviving Account holder(s).
• 3.8
  If the Company chooses to apply the provisions of section “Acceleration and Enforcement” of this Contract and after such application the Account shows a credit balance, all Assets and property in the Account shall be split and distributed among the surviving Account holders and the heirs of the deceased Account holder in accordance with the certificate of inheritance for the heirs (e.g. in the case of 3 Account holders the credit balance will be split into 3 portions, one for each surviving Account holder and the third for the heirs). If, after application of section “Acceleration and Enforcement” of this Contract, the Account shows a debit balance all surviving Account holders and heirs of the deceased Account holder will be jointly and severally liable to repay the Company the indebtedness.
• 3.9
  If the Company chooses to continue dealing with the surviving Account holder(s), then the Company will split the Account between the surviving Account holder(s) and the heirs of the deceased Account holder. In such case, the Company will apply the provisions of section “Acceleration and Enforcement” of this Contract to the portion of the heirs of the deceased Account holder and if after such application the portion of the heirs shows a credit balance such balance will be distributed among their heirs in accordance with the certificate of inheritance, and if it shows a debit balance in favor of the Company they will be liable jointly and severally with the surviving Account holders to repay the Company the indebtedness.
• 3.10
  If the Company chooses to continue dealing with the surviving Account holder(s), then the Company will require him/them to sign new Account documentation and to open a new Account with a new ID number.

4. Closing of Account

• 4.1
  Either party can terminate this Contract by giving seven (7) business days' written notice to the other party. Following the notice, the Client should close all open positions. In the case where the Client has open positions during the termination notice period, then the Company reserves the right not to accept any new Transaction orders and the Company shall have the right to close all of the Client's open positions on expiry of the notice period to the extent the Client has not already done so. Upon termination of this Contract, the Company shall be entitled to cease the access of the Client to the Trading Platform.
  The Company is entitled to close all open positions and terminate this Contract immediately without giving prior written notice in the following cases:

  • i. The Client fails to comply with any obligation to make any payment when due under this Contract;
  • ii. There are reasonable grounds to believe that the Client is in breach of this Contract;
  • iii. The Client activity might be a violation of any Applicable Regulation, market or system abuse.
  • iv. The Client dies, becomes, or is adjudged to be of unsound mind, or is incapacitated, or becomes unable to pay his debts as they fall due, or becomes bankrupt, or insolvent within the meaning of any insolvency law or any suit, action, or proceeding is commenced for any execution of all or any part of the property, undertaking or assets of the Client;
  • v. The Client commences a voluntary case or other procedure, or there is an involuntary case or other procedure or other similar procedure under any insolvency law.
• 4.2
  The Company may terminate this Contract immediately without giving prior written notice, and the Company has the right to reverse and/or cancel all previous Transactions on a Client's account, in the following cases:

  • i. The Client involves the Company directly or indirectly in any type of fraud, in which it places the interests of Company and/or the Company's clients at risk prior to terminating this Contract.
  • ii. The Client's trading activity adversely affects in any manner the reliability and/or smooth operation and/or orderly functioning of the Trading Platform.
• 4.3
  Following termination, the Company and the Client undertake to fulfil and complete all obligations derived from this Contract and this Contract shall continue to bind both parties in regard to the existing commitments or any contractual commitments which were intended to remain in force. The Company is entitled to deduct all amounts due to it before transferring any credit balances on any Account to the Client. If there are no amounts due to the Company by the Client, the Company shall immediately transfer to the Client the Client's funds in its possession, providing that the Company shall be entitled to keep such Client's assets as necessary, to pay any actual, pending, or contingent obligations or liabilities of the Client.
• 4.4
  If either party terminates the Contract and/or closes the Client’s account, all open Transactions will be closed at the relevant time at the current Company’s Quote or, in the case where any market is closed for any reason, at the next available Company’s Quote on the reopening of such market and no new Transactions will be accepted by the Company. All Orders will be cancelled, and no new Orders will be accepted by the Company. All debit balances will be immediately due and must be paid in full; and all credit sums will be paid to the Client prior to the closure of the account.
• 4.5
  No penalty will be payable by either party on termination of the Contract and termination will not affect any accrued rights. On termination by either party, the Company may consolidate all or any of the Client’s accounts and may deduct all amounts due to the Company before transferring to the Client any credit balance on the Client’s account.

5. Account Reactivation

• The trading account can be re-activated by submitting the below given documents and forms:

  • • A completed reactivation form to the account.
  • • A completed KYC form.
  • • An Updated FATCA form.
  • • The updated mobile number, e-mail ID, and bank details to be mentioned.
  • • An updated Power of Attorney.

6. FATCA

• 6.1
  The Company is required to comply with the non-U.S. account provisions of United States law that are generally known as “FATCA”, the objective of which is to combat tax evasion by U.S. persons who invest directly in offshore accounts or indirectly through ownership of foreign entities.
• 6.2
  In compliance with the reporting requirements imposed under FATCA, as may be amended from time to time, and any other applicable reporting requirements imposed on the Company, from time to time, the Client, if and when it becomes subject to FATCA, undertakes to disclose to the Company, upon its first request, any information and/or provide any documentation that may be required under any U.S. (including FATCA) or Seychelles law from time to time in order to confirm its U.S. status, and to promptly update such information as and when it becomes untrue or as and when requested by the Company, and hereby expressly and irrevocably waives the provisions of the banking secrecy law on its Account(s) and allows and authorizes the Company to disclose to the U.S. Treasury or any other U.S. fiscal authority any and all information they demand related to its bank account(s), from time to time.
• 6.3
  The Client irrevocably and expressly authorizes the Company to deduct from its Account(s) balance(s) to make necessary withholdings for as long as the Account(s) is/are deemed non-compliant with FATCA and releases the Company of any liability resulting from the information supplied and withholding on payments to the Account(s) and confirms that the Company is not liable for any consequences arising directly or indirectly from any disclosure or withholding related to the foregoing.

7. Margin Provisions

• 7.1
  To guarantee the performance of the clients’ obligations to the Company, the Client must ensure, before placing any orders, that his Account contains the minimum margin, in equity, as requested by the Company in line with its margin requirements.
• 7.2
  To open and maintain a Transaction, the Client will need sufficient free margin to cover the relevant margin requirement. The Company will determine the relevant margin requirement at its sole discretion, and it will be set on an individual product basis.
• 7.3
  To open and maintain a Transaction, the Client will need sufficient free margin to cover the relevant margin requirement. The Company will determine the relevant margin requirement at its sole discretion, and it will be set on an individual product basis.
• 7.4
  The Client will provide the Company with such margin, and additional margin on request, and in form and amount as determined by the Company. These margin demands are possible during the conclusion of a transaction and during the course of a transaction.
• 7.5
  The amount of original or initial margin required for any transaction may be subjected to change from time to time, normally depending upon price volatility and the total value of the contracts traded..
• 7.6
  All margin calls must be met by the Client promptly and in full; otherwise, the Client runs the risk of liquidation of his open position, and possibly a loss.
• 7.7
  The Client irrevocably authorizes the Company, without obligation, to debit any of his Accounts for the required margin for any positions opened.
• 7.8
  Granting a Credit Facility to the Client is subject to approval by the Company in accordance with its internal rules and practices. The Company is not bound to justify its acceptance or refusal and may modify or revoke such acceptance at any time and at its sole and absolute discretion. If a Margin Facility is granted to the Client, it shall be subject to the provisions of this Contract.
• 7.9
  All monies owed to the Company for the Credit Facility are repayable on demand.
• 7.10
  The Client irrevocably agrees that he must ensure that the Margin Coverage is at all times maintained at the levels requested by the Company in accordance with its usual practice. The Company may make, by any communication means, margin calls to the Client or his representative(s) requesting additional Margin Coverage or the restoration of the Margin Coverage either by reduction of positions or by providing additional equity, and the Client shall be obliged to do so promptly.
• 7.11
  If the Margin Level Percentage, whether through a change in the margin requirement, erosion by the impact of adverse market movements or otherwise, becomes:

  • i. Less than 100 per cent., the Company may at any time close all or any of the Client’s open Transactions (in whole or in part); and
  • ii. Less than 50 per cent., the Company will close all or any of the Client’s open Transactions (in whole or in part).

  In each case in markets that are available for trading and without notice.

8. Order Types

• 8.1
  An Order is an offer to open or close a Transaction if the Company’s price moves to or beyond a level the Client specifies. The basic Order types available are:

  • i. Instant Orders (Trades);
  • ii. Market Orders (Trades);
  • iii. Stop Orders or Limit Orders;
• 8.2
  Instant Orders are an immediate instruction to buy or sell at the Company’s Quoted price.
• 8.3
  A Market Order is an instruction to deal in a specified size at the best available price for that size. By placing a Market Order, the Client acknowledges that the order might be executed at a price that is worse than the Company’s Quote at the time the Client places his Order.
• 8.4
  A Stop Order is an instruction to deal if the Company’s Quoted price becomes less favorable to the Client. A Stop Order is generally placed to provide some risk protection, for example in the event of the Client’s Transaction moving into loss and can be used to either open or close a Transaction. Each Stop Order has a specific stop level, set by the Client, subject to his acceptance. A Stop Order will be triggered if the Company’s bid or offer price (as appropriate) moves against the Client to a point that is at or beyond the level specified by the Client. Once a Stop Order is triggered, the Company will open or close (as appropriate) a Transaction at a level that is the same or worse than the Client’s stop level.
• 8.5
  A Limit Order is an instruction to deal if the Company’s Quoted price becomes more favorable to the Client. A Limit Order can be used to either open or close a Transaction. Each Limit Order has a specified limit level, set by the Client, subject to our acceptance. A Limit Order will be triggered if our bid or offer price (as appropriate) moves in the Client’s favor to a point that is at or beyond his specified limit level. Once a Limit Order is triggered the Company will seek to open or close a Transaction at a level that is the same or better than the Client’s limit.
• 8.6
  The Client may request that an Order is “Until Cancelled” or “Until Date”:

  • i. “Until Cancelled” means that the Order will remain in effect until cancelled by the Client or until the last trading day (not the Expiry Date) of the relevant market.
  • ii. “Until Date” means that the Order will remain in effect until the time and date requested when placing the Order or until the Company ceases to quote the relevant market (whichever is the sooner).
• 8.7
  An “Until Cancelled” Order will only be valid during 4T Limited Quoting Hours for the market concerned. If there is any form of gap between the close of the market as quoted by the Company on one trading session and its subsequent reopening either on the next session or, in the case of a Force Majeure Event, whenever the Company reopens the relevant market, the Client’s Order will be executed at 4T Limited Quote based upon the first price that the Company is reasonably able to obtain in the Underlying Market.
• 8.8
  Any Stop Orders or Limit Orders on open Transactions will:

  • i. remain in effect until such time as the relevant Transaction is closed, and will function in the same manner as an ‘Until Cancelled’ Order;
  • ii. be deemed to be in respect of the Company’s Quote; and
  • iii. be valid solely in respect of the Market in which the Company accepted the Order and not for any other.

9. Placing Orders

• 9.1
  The Company quotes a two-way price in a size acceptable to the Company involving a spread between the Buy and the Sell price. The Client may buy at the higher price or sell at the lower price, in each case in accordance with the terms of this Contract.
• 9.2
  Unless otherwise agreed, any prices shown via any platform are indicative at the time shown and based on data which is subject to constant change. The execution price is that price which is confirmed to the Client at the time of execution.
• 9.3
  The Client understands that he may only make a transaction with the Company during the Company’s Quoting Hours for the Market in question and within the permissible Size(s) (unless otherwise agreed by the Company). The minimum and maximum sizes are set by the Company by reference to the normal market Size for which prices are available on any relevant exchange or market and which offer live price information. The current minimum and maximum sizes are available from the Company on request. The Company is entitled to vary these size limits and it is the Client’s responsibility to ensure that he knows what the current size limits are before making any Transactions. The Company also has the right to waive any Transaction Size limits with or without notice to the Client.
• 9.4
  The Client understands that Instructions may only be executed on days on which the Company and the appropriate markets for dealing with the transactions are open for business. No Orders of any kind in any Market will be executed outside of the Company’s Quoting Hours for that Market except by agreement with the Company.
• 9.5
  Upon the opening of any Market quoted by the Company any currently executable Order will be filled at the Company’s first Quote for the relevant Market that the Company is reasonably able to obtain with reference to the Underlying Market and the size of the particular Order.
• 9.6
  In respect of Markets quoted by the Company outside the trading Hours of the relevant Underlying Market, all Orders are based on the Company’s Quote and may be filled at the Company’s Quote based on a price which is in our opinion fair and reasonable in light of prevailing world Markets at that time.
• 9.7
  An Order can only be placed based on a current valid Quote and the Client may only request for an Order to be executed on the prices currently quoted on a Platform. Due to the nature of online trading systems and the potential unreliability of market price feeds, the Company may remove or delete Orders which in our opinion do not reflect the Underlying Market prices at the time of the placement of the relevant Order. The Company will not be responsible for losses or potential losses sustained by the Client on a rejected or cancelled Order. The Company is not responsible or liable for losses made with other companies on Transactions undertaken in connection with a rejected or cancelled Order.
• 9.8
  Purchase or sales Instructions or other transactions or operations instructed by the Client may not be modified or revoked by the Client unless the modification or revocation occurs before the Company starts the execution of the Instruction. In the event the execution is under way, the modification or revocation if possible, shall only concern the part of the Instruction which is still not executed.
• 9.9
  It is the Client’s responsibility to cancel any Order they no longer require. Any un-cancelled Order placed by the Client may be filled by the Company and may therefore cause losses for which the Client will be liable. In the case of Stop Loss Orders, if the related Transaction is closed the Stop Loss Order will be deemed automatically cancelled. If the associated Stop Loss Order on any open Transaction was actionable before the Client closed the open Transaction, the Company may adjust the closing price of the Client’s Transaction to reflect that Stop Level.
• 9.10
  An Order that has been accepted by the Company will be executed when the Company’s Quote reaches the price specified in the Client’s Order or as near as possible if the market moves through his specified level. All Quotes are based upon an Underlying Market that is sourced from either a recognized global exchange or from a wholesale counterparty (a quoting bank or market maker). The Company’s Quote may be higher or lower than the Underlying Market due to interest rate costs, scrip issues, stock splits, competitors’ quotes, or the volume of client business. The understanding of the definition of “Our Quote” is very important for the correct operation of the Client’s account. If the Client does not understand any part of its description, he should contact the Company for an explanation.
• 9.11
  The Company is not obliged to inform the Client if an Order is filled. It is solely the Client’s responsibility to ensure that he always knows as to whether any Order has been filled or is still active; if the Client is in any doubt whatsoever as to the situation, it is his sole responsibility to contact the Company immediately, in the first instance by telephone, in order to obtain clarification as to the validity of any Transaction.
• 9.12
  Where a series of Orders may be filled to close existing open Transactions and/or open new Transactions then these Orders will be filled by the Company in any sequence determined by the Company. If this results in subsequent Orders having insufficient Trading Resources for activation, then these Orders will be cancelled. The Company will not look at Order filling sequences that may result in one Order being filled and another failing, the Company will fill Orders as and when they are seen by the Company’s dealers and at our sole discretion.

10. Telephone Dealing

• 10.1
  When dealing over the telephone, the Client must give his name and account number or username. Without this information, the Order may not be accepted even if it is to close an existing open Transaction. When dealing over the telephone the Order will only be accepted by the Company when the dealer confirms that the Client’s Order has been accepted. The verbal acceptance of an Order by one of the Company’s dealers does not negate either the Company’s or the Client’s rights in the event of a Pricing Error.
• 10.2
  A Quote made over the telephone is only valid at that moment in time and may not be available on any subsequent telephone call, or throughout the initial telephone call. Quotes that have been given as “indication only” are not valid and Orders cannot be executed on them unless otherwise agreed by the Company. Quotes that have been qualified or Quotes that the Client have been told are no longer valid before the Client places an Order are also not tradable.
• 10.3
  A Quote made over the telephone is only valid at that moment in time and may not be available on any subsequent telephone call, or throughout the initial telephone call. Quotes that have been given as “indication only” are not valid and Orders cannot be executed on them unless otherwise agreed by the Company. Quotes that have been qualified or Quotes that the Client have been told are no longer valid before the Client places an Order are also not tradable.

11. Gapping and Slippage

• 11.1
  All Orders are subjected to Gapping and Slippage.
• 11.2
  Where Gapping or Slippage occurs, an Order may not be executed at the requested Order price level but at the nearest price practicably achievable by the Company. In any case, the Order will be executed in accordance with the Company’s Order Execution Policy. The Client should note the potential impact of Gapping and Slippage on any Order that he has on his account.
• 11.3
  Gapping and Slippage are particularly likely when, or near when, a market or trading session opens or closes. Where Gapping occurs in a market during trading hours, any Buy Order below the market or Sell Order above the market will always be filled at the requested price but Sell Orders below the market or Buy Orders above the market may be subject to Slippage. This is in line with general exchange rules as stated in the Company’s Order Execution Policy.
• 11.4
  If a new Order is subject to Gapping and/or Slippage, any associated Stop Loss Orders or Limit Orders will be set at the specified level or number of points away from the level at which the Order was executed.

12. Transactions

• 12.1
  The Company is not obliged to accept any instruction, howsoever given. However, when an instruction is given by the Client, it shall be irrevocable without the Company’s consent. Once the Company accepts an Order, the resulting Transaction will be binding on the Client, notwithstanding that by opening such Transaction, the Client may not have sufficient margin in his account or may have exceeded any credit or other limit applicable to him. The Company will be under no obligation to take any steps to reverse or cancel the Order unless required by law.
• 12.2
  The Company may refuse to implement the Instructions of the Client relating to adding new positions at its sole and absolute discretion and without the need to justify its decision.
• 12.3
  The Company may refuse to implement the Instructions of the Client if they are not clear or ambiguous or if the Company or its correspondents consider, at their sole and absolute discretion, that they are not in compliance with the laws or regulations of the place where the Instructions must be executed, or whenever the Company deems necessary for its protection.
• 12.4
  The Client can only issue trading and execution instruction via executing trades and orders via the trading platforms (e.g., desktop, mobile and tablet application, web browser, Internet) or verbally by telephone instruction only while contacting the Company’s trading or dealing team.
• 12.5
  Transactions will be confirmed via an on-screen Confirmation. The contract is binding on both parties except for instances of a Pricing Error.
• 12.6
  An email or on-screen Confirmation that does not accurately reflect the relevant Underlying Market price at the time of the Transaction cannot be enforced by the Company or the Client.
• 12.7
  Any Transaction made by the Client is considered Over the Counter (“OTC”) and therefore enters in a direct contract with the Company in respect of his Transaction.
• 12.8
  If multiple Clients are placing identical Transactions, then the Company may treat this as one Transaction. Therefore, if the combined Size is greater than the liquidity of the Underlying Market and Slippage occurs, all Clients may be treated the same regardless of their individual Transaction Size and filled at the same level which will be where the Company was realistically able to place a Transaction in the Underlying Market plus the relevant spread.

13. Closing Transactions

• 13.1
  Transactions may be closed at any time within the Company’s Quoting Hours (except where the relevant market is suspended or not available for whatever reason) unless the Company notifies the Client otherwise. The Company may, at its own consent, accept closure of open Transactions outside the Company’s Quoting Hours dependent upon the market but are not obliged to do so.
• 13.2
  The Client must specifically close an open Transaction; opening an opposing Transaction will not automatically close, wholly or in part, an existing Transaction.
• 13.3
  The Client is not required to close a Transaction prior to the Expiry Date provided that his account is not in deficit. However, in certain circumstances and in accordance with the Contract, the Company will be entitled or may be required to close the Client’s Transaction prior to the Expiry Date notwithstanding that his account is not in deficit.
• 13.4
  Unless market conditions dictate otherwise, all Transactions still opened on their Expiry Date will be automatically settled at the relevant price as outlined in the Market Information.
• 13.5
  If the Expiry Date of a Transaction is not a recognized business day of the relevant Underlying Market, then the business day immediately preceding that stated will be considered as the Expiry Date unless an alternative is specifically stated in the Market Information or the Company notifies the Client otherwise.
• 13.6
  Open Transactions will automatically close on their Expiry Date (as are detailed in the Market Information) and any subsequent closing of any such Transaction by the Client (whether or not accepted in error by the Company) will be void.
• 13.7
  On the Expiry Date of a Transaction with a specific expiry date, the settlement price will be based on the closing Bid or Offer price of the Underlying Market plus or minus the Company’s spread on that Transaction, depending on the Client’s Transaction (if the Client has a Long Transaction the settlement price will be the Bid of the product in the Underlying Market at the Expiry Date minus the spread and if the Client has a Short Transaction the settlement price will be the Offer of the product in the Underlying Market at the Expiry Date plus the spread).
• 13.8
  On the Expiry Date of a Transaction with a specific expiry date during a period of low liquidity in the Underlying Market, the Company may settle the Transaction at the price achieved by removing the Company’s hedge on the relevant Transaction during the course of the final business day of the relevant Expiry Date, plus or minus the Company’s relevant spread, or at the closing Bid/Offer price in the relevant Underlying Market plus or minus the Company’s relevant spread.
• 13.9
  In certain Underlying Market conditions, it may not be possible to close a single Transaction with sizable market consideration in full at one price. Such a Transaction may instead be closed at a price reflecting the price at which the Company is able to transact any relevant underlying hedge but only during the trading hours of the Underlying Market (whether or not the relevant Transaction was opened during or outside the Underlying Market trading hours).
• 13.10
  The Company will treat all Transactions as a Buy or a Sell without reference to whether such actions open a new Transaction and/or close (or part close) an existing one. Any statement made by the Client with reference to any Transaction closing or opening a Transaction is not binding on the Company. It is the Client’s responsibility to ensure that any action made by him leads to the closing or opening of a Transaction.

14. Correspondences, Transmission of Instructions, and Notices

• 14.1
  The Client acknowledges that the Internet particularly and the electronic Services generally are inherently insecure and that all data transfer, including electronic mail, occur openly and can potentially be monitored by others. The Client hereby confirms to the Company that they are aware of the risks of the use of such communication means and that they shall be solely and fully responsible in respect thereof.
• 14.2
  The Company shall not be held liable for any loss or damage incurred due to alteration, delay, loss, mistake, misunderstanding, or any cause which may result from the use of email, fax, the postal service or any other communication means, or from the breakdown or failure of communication or transmission facilities, or any other cause that is not directly due to the Company’s willful misconduct or gross negligence.
• 14.3
  The Client can only issue Transaction Orders via the trading platforms (e.g., desktop, mobile and tablet application, web browser) or verbally by contacting the trading desk to instruct by telephone.
• 14.4
  Any notices, conversations, and communications sent to the Client via email and unless the Company receives a “failure to deliver” message will be deemed to have been received. Any alteration of the Client’s email address must be communicated immediately to the Company.
• 14.5
  All notices, conversations and communications between the Client and the Company are recorded, and the Client hereby agrees to the recording of such conversations. All such records and recordings are the Company’s exclusive property and may be used as evidence in any dispute. The Client may be provided with a copy of any such recording upon his request to the Company, during the 5 years period from the date of such conversations and communications are being recorded. The Client understands and agrees that any of these recording materials shall be made available by the Company to the competent authorities when requested for the period of 7 years after the date of creation of the recording.
• 14.6
  The Company will not be liable for any losses, damages, or costs incurred by the Client through non-receipt of notifications or Confirmations (in the case of Transactions or Orders placed), including where such loss, damage or cost is a result of the Client’s inability to close a trade. The Company accepts no responsibility for non-receipt by the Client of any such notifications or Confirmations.
• 14.7
  Any request made by the Company for the client, for whatever reason, should be regarded as vital and should be acted upon immediately. Time will be of the essence for all such requests.
• 14.8
  Where the Company is not notified that any notice or other communication has not been received by the Client, that notice or communication will be deemed to have been duly served on the Client:

  • i. if hand delivered to the Client’s last known home or work address, or when actually given in person to the Client;
  • ii. if given orally over the telephone or in a face-to-face exchange with the Client (or person claiming to the Company’s representative); if given by leaving a telephone answering machine message, text message or voice mail message, two hours after the message being left on the relevant medium;
  • iii. if sent by first class post two business days after posting of same;
  • iv. if sent by fax, on completion of its transmission, provided that a transmission "successful" notification has been received by the Company; or
  • v. 10 seconds after being sent by email.
• 14.9
  Any notice or other communication given or made under or in connection with the matters contemplated by the Contract will, except where oral communication is expressly provided for, be in writing and will be sent to the address below:
  Business Address:
  Olivier Maradan Building, 1st Floor, P.O. Box 802, Mahe, Victoria, Seychelles
• 14.10
  The Client acknowledges and agrees that all communication transmitted by him or on his behalf is made at his risk and that he authorizes the Company to rely, and act on, and treat as fully authorized and binding upon the Client. Any communication (whether or not in writing) that the Company reasonably believes to have been made or transmitted by the Client or on his behalf by any agent or intermediary whom the Company reasonably believes to have been duly authorized by the Client.
• 14.11
  Subject to Applicable Law, any communications between the Company using electronic signatures will be binding to the same extent as if they were in writing. By agreeing to the Contract, the Client gives his consent to the receipt of communications by electronic means, notwithstanding that certain communications would otherwise be required to be made using a durable medium under Applicable Law.
• 14.12
  Without limiting the generality of the foregoing, orders placed or other instructions given by electronic means will constitute evidence of such orders or instructions. If the Client no longer wishes to communicate in this way, the Client must revoke his consent in writing. The Client consents to receiving documents and information regarding his account and the Company’s products and services in electronic form, including by email and via the Website.
• 14.13
  The Company is authorized to issue and transmit margin calls to the Client or to the Client’s representative(s) by any means of communication.

15. Confirmations and Statements

• 15.1
  Upon entering into any Transaction or Order or upon closure of any Transaction or amendment of an Order or any cancellation of an Order, the Company’s Confirmations will be displayed on screen.
• 15.2
  Any material action affecting the Client’s account will trigger an on-screen Confirmation. The absence of an on-screen Confirmation of an action on his account will not affect the validity of any Transaction or Order which has been placed.
• 15.3
  It is solely the Client’s responsibility to ensure that he is fully up to date in respect of all Transactions and Orders on his account. As soon as the Client receives any Confirmation, he must check it to make certain that it is correct and notify the Company promptly of any error. If the Client notifies the Company of such an error, the Company will promptly investigate, resolve and, if necessary, rectify it.
• 15.4
  If the Client receives a Confirmation for a Transaction or filled Order that he alleges has not been transacted by or for him, he must notify the Company immediately. If the Client does not receive a Confirmation for a Transaction he has placed (or believe he has placed) he must notify the Company immediately.
• 15.5
  The Client must regularly check his online statement. The Client is solely responsible for ensuring that he fully understands the fundamental aspects of trading and the markets in which he operates.
• 15.6
  The Client’s account statement will be available online at any time unless the Company has suspended the Client’s account, or the Company’s Platforms are unavailable for any reason. The Client can also request an account statement from the Company at any time.

16. Equity Based Stop Out

• 16.1
  The Equity Based Stop Out facility is placed to try to protect the Client from incurring an uncontrolled deficit on his account and as it can result in the closure of open Transactions (in whole or in part) the Company strongly recommends that the Client strictly monitors his Trading Resources and margin levels, which vary in line with market movement.
• 16.2
  If the Client wishes to prevent a Transaction from being closed, as the Equity Based Stop Out level is approaching due to adverse market movement, then more funds should be deposited.
• 16.3
  The Company does not make Margin Calls and will not be liable for failing to contact the Client or failing to attempt to contact him.
• 16.4
  It is solely the Client’s responsibility to monitor the position on his account, including the prevailing valuations of his open Transactions and margin requirements.
• 16.5
  Equity Based Stop Out will close Transactions (in whole or in part) on markets available for trading only, and in the event of the deficiency remaining open Transactions may be closed (in whole or in part) the moment that the relevant market becomes available for trading.
• 16.6
  Equity Based Stop Out will not trigger the closure of open Transactions on markets that are marked as indicative or unavailable; until the market reverts from indicative to cleared, at which point in the event of a deficiency any remaining open Transactions may be closed (in whole or in part).
• 16.7
  As per clause 7.11, the equity based stop out will occur under such circumstances;
  If the Margin Level Percentage, whether through a change in the margin requirement, erosion by the impact of adverse market movements or otherwise, becomes:
  

  • i. Less than 100 per cent., the Company may at any time close all or any of the Client’s open Transactions (in whole or in part); and
  • ii. Less than 50 per cent., the Company will close all or any of the Client’s open Transactions (in whole or in part)

  In each case in markets that are available for trading and without notice.

17. Dividends

• 17.1
  In respect of dividends, an adjustment to the Client’s account will be made with reference to any dividend or distribution attributable to any relevant equity on which a Transaction is based and will be made and calculated as follows:

  • i. where the Client’s Transaction would result in a credit to his account, for example a Buy Transaction in an equity which goes ex-dividend, the Company will adjust the Account Balance in the Client’s favor by the gross dividend amount multiplied by the Transaction Size (an adjustment may be applied to any payment to factor in for example, but not limited to, tax, Transaction process charges, etc.); or
  • ii. where the Client’s Transaction would result in a debit to his account, for example a Sell Transaction in an equity which goes ex-dividend, the Company will adjust the Account Balance in the Company’s favor by the gross dividend multiplied by the Transaction Size (an adjustment may be applied to any payment to factor in for example, but not limited to, tax, Transaction process charges, etc.)
• 17.2
  The above provisions will apply in respect of any constituent equity of an equities basket or equities index and are also subject to any such adjustment being scaled back in proportion to the respective weighting of the affected equity within the equities basket or equities index as the Company’s reasonably consider appropriate.
• 17.3
  In the event of any scrip dividend or rights issue (or any dilution or concentration of equity capital or any special dividend or return of equity capital) or cancellation of dividend in any equities or indices on which a Transaction is already open, the Company may adjust every opening Transaction price or Size taken in that Market (or to adjust the Client’s Account Balance) to fairly reflect the impact of the same.

18. Overnight Financing and Rolling

• 18.1
  CFD contracts are available in a variety of Markets. Each Market has its own conditions and spread which may vary at the Company’s discretion. Such contracts automatically roll into the next trading session. An Overnight Financing debit/credit will be made to the Client’s account if he holds a Transaction open from one trading session to the next.
• 18.2
  Transactions without specific Expiry Dates will remain open as long as the Client has funds available to support the margin requirements for each Order. Therefore, the Client must mark sufficient level of the Margin in the Account or else would risk position closure.
• 18.3
  CFD Transaction normally has no Expiry Date or an Expiry Date that is many years in the future, but may be closed by the Company in the case of a Force Majeure Event or, where the Overnight Financing or anything else has resulted in deficit Trading Resources on the account. When Transactions are closed by the Company, the price will be at the full spread quoted by us at that time or at a price that in the Company’s opinion fairly reflects the price at that time.
• 18.4
  Where Overnight Financing is applied to open Transactions, the debit/credit to the account is made on each occasion that they are kept open from one trading session to the next, including non-business days.

19. Market and Exchange Data

• 19.1
  With respect to any market and exchange data or other information that the Company or any third-party service provides to the Client in connection with his use of the Client’s account, the Client agrees that:

  • i. neither the Company nor the Company’s Trading Partners nor any such provider are responsible or liable if any such data or information is inaccurate or incomplete in any respect;
  • ii. neither the Company nor the Company’s Trading Partners nor any such provider are responsible or liable for any actions that the Client takes or does not take based on such data or information;
  • iii. the Client will use such data or information solely for the purposes set out in the Contract;
  • iv. such data or information is proprietary to the Company and the Client will not retransmit, redistribute, publish, disclose, or display in whole or in part such data or information to third parties; and
  • v. the Client will use such data or information solely in compliance with exchange agreements.
• 19.2
  In respect of market and exchange data license fees, the Company will absorb these costs, however the Client agrees that, where applicable for access to live market and exchange data (derived or nonderived), the Company may pass some or all of these costs onto the Client if they are associated with the use of his account as we inform him from time to time.
• 19.3
  If at any time the Client logs into his account during the month for which the above charges are liable, his Account Balance will be debited on or around the end of such month (regardless of whether the Client actually views any of the data for which the charge becomes liable). If the Client has an insufficient Account Balance to cover the charges, the Company may elect to suspend the Client’s access to the live market and exchange data (unless he holds an open Transaction in those markets, in which case his access will be suspended once those Transactions have closed).
• 19.4
  The charges will be made retrospectively for use of the data in the previous month and will not be pro-rated, so a full month’s charge will apply regardless of when the Client logs into his account. Charges will be applied in the denominated currency of the Client’s account.

20. Account Settlement

• 20.1
  If the Client’s Account Balance is in debit, the full amount of that debt is due immediately. Payment must be made in the currency in which the debit balance is denominated (or by agreement with the Company, and at an exchange rate designated by us, the amount may be transferred to a currency of the Client’s choice).
• 20.2
  When the Client’s account is in deficit the Company or the Company’s agents acting on the Company’s behalf, may carry out any credit and identity checks as the Company deems appropriate.
• 20.3
  The Company will require immediate payment of any debt by either electronic bank transfer, debit/credit card, direct debit, or any other method of immediate funds transfer acceptable to the Company delivered to us. The Company is entitled to refuse payment by cheque, without notice and without giving a reason.
• 20.4
  The company may charge interest on all sums payable to the Company under the Contract which have not been paid within 10 days of the date on which they arose. The Company will charge the Client 5 percent (5%) per calendar month or part thereof cumulative on sums owed to the Company, until the debt has been paid in full.
• 20.5
  The Company may debit from the Client’s account or any other account in which he holds an interest any costs, debit interest and expenses incurred in recovering indebtedness. All debts to the Company are recoverable in law; and irrespective of size may be actively pursued.
• 20.6
  Under no conditions with unrealized profits be paid or be made available for electronic withdrawal or used to offset the Client’s obligation to pay his realized losses.
• 20.7
  We may retain funds that are required to cover margin requirements, net unrealized losses, uncleared funds (i.e. cheques or credit card payments), realized losses and any other amount due under the Contract.
• 20.8
  The Company may at any time set off any liabilities owed by the Company to the Client against any amount owed by the Client to the Company. The Company may, without notice to the Client, consolidate any, or all of, his accounts of whatever type or description of which he is the legal owner or has a claim of legal or beneficial ownership.
• 20.9
  The Company may apply any credit balance to which we are at any time beneficially entitled on any account which the Client has with the Company in (or towards) satisfaction of any sum then due and payable (but unpaid) by the Client to the Company. If such balances are in different currencies, the Company may convert either balance at a rate of exchange reasonably determined by us for the purpose of the set-off. The Company will not be liable to the Client for any exchange rate loss suffered by him as a result of such currency conversion.
• 20.10
  Without prejudice to any part of the Contract, the Company may require the settlement of all open Transactions at any time and with immediate effect. Such settlement will be made at the prevailing Company’s Quote for each Transaction at the time of settlement or at the first such time that such a settlement may be practicably made. The settlement amount in respect of each open Transaction will be calculated by the Company as the difference between the opening value of each Transaction and its value on the settlement price.

21. Charges, Commissions, and Fees

• 21.1
  The Client shall be required to pay the charges as agreed from time to time, any fees or other charges imposed by third parties during the execution of the services. The Company s current charges including spreads, commission charges, interest and other fees are available in full at request.
• 21.2
  By accepting this Contract, the Client acknowledges that fees and charges may be applied on the account. The Client further agrees that the Company is entitled to change its charges without any consultation or prior consent from the Client.
• 21.3
  The Company is compensated for its services through the Buy/Sell (Ask/Bid) spread, so when the Client opens a position in a specific instrument, he essentially "pays" the spread. The spread rates per instrument can be viewed by the Client at any time on the Company s website.
• 21.4
  Subject to the Financial Instruments traded by the Client, the following charges may be incurred:

  • i. Spread: A spread is the difference between the bid (buy) and the ask (sell) price on the specific instrument the Client trades. This cost is realized every time the Client opens and closes a trade.
  • ii. Commission: This is the commission the Client pays when he buys and sells a Financial Instrument.
  • iii. Currency conversion: This is the cost incurred when converting realized profits and losses as well as any costs and charges that are denominated in a currency other than the base currency of the Client s Account.
  • iv. Overnight Funding /Swap (Financing Fee): This is the swap cost for keeping the Client’s position open overnight. The swap cost can be positive or negative depending on the instrument to be traded. An overnight funding amount is either added to or subtracted from the Client s account when holding a position after a certain time.
  • v. Trading inactivity: The Client s account is associated with the cost of maintenance and other regulatory or compliance requirements so if there are no transactions by the Client for a period of 12 months, the Company has the right to claim the applicable inactivity fee as notified to the Client from time to time and the Company may deduct such fee from the Client s Account. The inactivity fee will be up to USD 50 a month.
• 21.5
  The Company may share charges with third parties, such as Introducing brokers or affiliates, for services carried out on the Client’s behalf in the form of spread, commission, mark-up, mark-down, or other remuneration. Details of such remuneration or sharing arrangements may be available to the Client upon request.
• 22.6
  Any changes to tax laws which result in future imposition of stamp duty, capital gains tax or other tax, which may from time to time be levied on Transactions will be debited to the Client’s account.
• 21.7
  The Client may be liable for other charges and taxes that are not imposed by the Company. The Client is solely responsible for the timely payment of such charges and taxes. The Client should seek independent advice if he is in any doubt as to what further charges or taxes may apply to him as a result of him entering into the Contract.
• 21.8
  Any type of charges, expenses, costs and fees, payable in regard to the Client’s payment transactions for the purpose of this Contract, including but not limited to credit and debit cards processing, bank transfers, payment service providers and any other relevant payment methods, may be debited from the Client’s account.
• 21.9
  Where monies have been deposited by bank transfer, the Company may require sight of the original bank statement showing the transfer before any refund is made to that bank account.
• 21.10
  Where bank accounts have been closed, the Company may require a letter from the originating bank stating that the account has been closed and there are no funds owing to the bank. Before we will refund to a new bank account the Company may require sight of the original deposit transfer statement from the closed account and sight of an original new bank account statement.
• 21.11
  If the Company’s records show a discrepancy between card details and the Company’s account details as supplied by the Client, the Company may require sight of original bank statements, or any other relevant evidence, to confirm the Client’s status before processing a refund.
• 21.12
  In accordance with the Company’s AML policy, refunds will be done only through the original mode of payment.

22. Platforms and Systems

• 22.1
  Although the Company gives no undertaking, representation, or warranty that the Platforms will be available or accessible, the Company will use commercially reasonable efforts to ensure that the Platforms can be accessed by the Client for use in accordance with the Contract.
• 22.2
  The Platforms will be regularly updated, and the Client should download and install the updates when prompted in order to achieve the most efficient platform functionality. The Client is responsible for ensuring that his information technology is compatible with the Company’s and meets the Company’s minimum system requirements.
• 22.3
  The Company may suspend a Platform with or without notice for any reason, including but not limited to carrying out maintenance, repair, or development. The Company will not be liable if access to any service is prevented or interrupted or otherwise unavailable due to a Force Majeure Event and/or because of any suspension pursuant to the Contract, unless as a result of the Company’s willful default, fraud or negligence.
• 22.4
  22.4 The Company gives no warranty regarding the whole or any part of any Platform, the Website or any systems or network links or any other means of communication or their suitability for any equipment and device used by the Client for any particular purpose, unless as a result of the Company’s willful default, fraud or negligence. The Company will have no liability to the Client in relation to any loss that he suffers as a result of any delay or defect in or failure of the whole or any part of a Platform, Website or any systems or network links or any other means of communication. We will have no liability to the Client, whether in contract or in tort (including negligence) in the event that any computer viruses, worms, software bombs or similar items are introduced into his computer hardware or software via Websites, provided that the Company has taken reasonable steps to prevent any such introduction.
• 22.5
  Certain information on the Platforms may be provided by third parties. If any such information ceases to be provided in a manner which is compatible with the relevant Platform, the Company may remove as much information as is affected, without notice, without incurring any liability to the Client, and without any change to his payment or other obligations. Further, the Company may amend, update, supplement, or replace the Platform software from time to time (in whole or in part) without notice, without incurring any liability to the Client, and without any change to his payment or other obligations. The Client acknowledges and agrees that his use of the Platforms after any amendment, update, supplement, or replacement shall constitute his acceptance of such amendment, update, supplement, or replacement.
• 22.6
  If, despite the Company’s reasonable efforts, any Platform or related system failure occurs that makes trading impractical, all new trading will be suspended. All open Transactions will remain open until the close of the relevant Underlying Market; however, while systems are down, no Stop Loss Order or Limit Order may be executed. The Company is not responsible for any additional trading loss suffered due to a Stop Loss Order or a Limit Order not being duly executed because of a systems failure unless as a result of the Company’s willful default or fraud. The Client remains liable for any open Transactions until confirmation is issued that they have been closed.
• 22.7
  During periods of high volatility in Underlying Markets, the Company may experience high telephone call volumes and where Platforms or telephony is interrupted, the Client may not be able to contact the Company. In such circumstances, the Company will use commercially reasonable efforts to answer the Client’s call as quickly as practicable but will not be liable to him for any trading loss due to delay, unless as a result of the Company’s fraud or willful default.

23. Robotic Trading Tools

• 23.1
  The Client is solely responsible for any third-party applications that he uses in conjunction with his account.
• 23.2
  It is the Client’s sole responsibility to conduct due diligence on any software programs he uses and determines for himself whether the software is right for him. If the Client is unable to make that determination himself, they should seek advice from a professional advisor. The Company does not give the Client any advice on the selection or use of any interface or other third-party software or hardware.
• 23.3
  If the Client decides to install or use a Trading Robot, Script, or any other application, he will does so at his own risk. The Company shall not be responsible in any way whatsoever in respect of decisions, Orders, Transactions, or signals generated by the use of a Trading Robot, Script or other application, the Client uses of such tools or any resulting trading losses.
• 23.4
  The Client acknowledges and understands that a Trading Robot, Script, or other application may generate a high number of trades and at times leverage the Client’s account to the maximum possible exposure to a market given the Client’s available funds. It is the Client’s sole responsibility to monitor these Orders and Transactions and to always maintain sufficient funds in his account.
• 23.5
  If a Trading Robot, Script, or other application is creating high volumes of Transactions, pending Orders or Order amendments that the Company believes is impacting the performance of the Company’s servers then we may elect to disable such applications in respect of the Client’s account. In normal circumstances, the Company will use reasonable efforts to notify the Client of the Company’s intention to suspend his account.
• 23.6
  The Company may elect to ban or otherwise prohibit the use of any particular Trading Robot, Script, or other application or to disable the Client’s account for all such applications.

24. Inactive Accounts

• 24.1
  Where no activity has occurred on the Client’s account for 365 days, his account will be deemed inactive.
• 24.2
  “Activity” relates to the placing or closing of a trade, maintaining an open position, or making a deposit on the Client’s account.
• 24.3
  In such cases, a monthly inactivity fee will be applied to the Client’s account as follows and in accordance with the designated currency of the Client’s account: USD 50
• 24.4
  The Company may apply the inactivity fee to the Client’s account without prior notice.
• 24.5
  Inactivity fees will be deducted from the Client’s available cash balances on the last calendar day of each month following the qualifying charging period.
• 24.6
  Where the Client has multiple accounts with the Company, the Company will apply the inactivity fee on each account which is inactive.
• 24.7
  If an inactive account becomes active during a calendar month, the Company will waive the inactivity fee for that particular month. The qualifying charging period will then reset.
• 24.8
  The Company may deactivate the Client’s account if becomes inactive in accordance with this clause.
• 24.9
  Where practicable the Company will use reasonable efforts to give the Client’s advance notice of any deactivation. If the Client receives a notice of pending deactivation or his account has been deactivated without him receiving notice and the Client wishes it to remain active or be reactivated, please contact the Company.

25. Pricing Errors

• 25.1
  If a Pricing Error occurs, the Company may, without the Client’s consent, void from the outset, close on the basis of the Company’s then current prices, or amend the terms of any Transaction containing, or based on, such Pricing Error. If the Company chooses to amend the terms of any such erroneous Transaction, the amended level will be such level as we reasonably believe would have been fair at the time the Transaction was entered. In deciding whether an error is a Pricing Error, the Company may consider any relevant information including the state of the Underlying Market at the time of the error or any mistake in, or lack of clarity of, any information source or pronouncement upon which the Company bases its quoted prices. Any financial commitment that the Client has entered or refrained from entering in reliance on a Transaction with the Company will not be taken into account in deciding whether or not there has been a Pricing Error.
• 25.2
  In the absence of willful default or fraud by the Company, we will not be liable to the Client for any loss, cost, claim, demand, or expense following a Pricing Error (including where the Pricing Error is made by any information source, commentator, or official upon whom the Company reasonably relies).
• 25.3
  If a Pricing Error has occurred and the Company chooses to exercise any of the Company’s rights under clause 25.1, and if the Client has received any monies from the Company in connection with the Pricing Error, the Client agrees that those monies are due and payable to the Company and he agrees to immediately return an equal sum to the Company.

26. Market Disruption

• 26.1
  If the Company determines that the Underlying Market in relation to an open Transaction is subject to a Disruption Event, then the Company may, with or without notice to the Client and without prejudice to any other rights and remedies, have under the Contract or at law:

  • i. suspend trading in the relevant market(s);
  • ii. close any or all open Transactions (in whole or in part)
  • iii. refuse to place any Transactions in the relevant market(s);
  • iv. cancel any Orders and fill any Orders in each case at such price as the Company may consider in good faith to be appropriate in all the circumstances;
  • v. suspend or modify terms of the Contract to the extent that it is impossible or not reasonably practicable for the Company to comply with them;
  • vi. immediately require payment of any margin and/or any other amounts owed by the Client to the Company; or
  • vii. take or omit to take all such other actions as the Company deems appropriate in the circumstances, and the Company will not be liable to the Client for any loss arising to him for any reason, unless as a result of the Company’s negligence, willful default or fraud.
• 26.2
  The Company will not be liable to the Client for any loss suffered by him as a result of the suspension or trading of any Underlying Market.
• 26.3
  If an Underlying Market or related exchange becomes subject to a: takeover, merger offer, corporate action event, or enters into, or becomes the subject of an Insolvency Event, the Company may close any or all Transactions at any time during the events mentioned. The Company may also adjust the opening price of the Client’s Transaction to reflect any cash portion of the offer or to amend the Size to reflect any corresponding underlying adjustment caused by the events mentioned. The Company also has the right to close the Client’s existing Transaction and reopen a new Transaction reflecting the new equity that is created by a takeover, merger, or Insolvent Event.
• 26.4
  If an equity or Underlying Market is suspended, the Company may increase the Client’s margin requirement to the extent considered by the Company to be fair and reasonable in the circumstances. If an Underlying Market remains suspended for more than five business days, the Company may close the Transaction with reference to the last official price at the time of suspension.

27. Market Abuse

• 27.1
  The Company may hedge its exposure to the Client by opening corresponding positions with other institutions. As a result, when the Client enters into Transactions with the Company, such Transactions can, through the Company’s hedging, exert a distorting influence on the relevant Underlying Market in addition to the impact that it might have on the Company’s prices.
• 27.2
  Each time the Client opens or closes a Transaction, the Client represents and warrants to the Company that:

  • i. the Client will not place and has not placed a Transaction with the Company relating to a particular Underlying Market if to do so would result in the Client, or others with whom he is, or may reasonably be regarded as, acting in concert, having an exposure to that Underlying Market which is equal to or exceeds the amount of a declarable interest (as set by law, rule or regulation or by the relevant exchange) in the relevant company;
  • ii. the Client will not place and has not placed a Transaction with the Company in connection with a placing, issue, distribution or other analogous event, or an offer, takeover, merger or other analogous event in which he is involved or otherwise interested;
  • iii. the Client will not place and has not placed a Transaction that contravenes any law, rule or regulation against insider dealing or market abuse.
  • iv. the Client will not place and has not placed a Transaction in circumstances which otherwise may be considered to constitute market abuse; and
  • v. the Client is familiar with, understands and is in full compliance with any Applicable Law concerning the short sale of securities if he seeks to execute a Transaction with a short securities position which the Company may hedge with a short sale of securities that the Client uses of the services provided by the Company will not result in a breach by the Company of any Applicable Law concerning the short sale of securities.
• 27.3
  The Company may, if required, in order to comply with legal and regulatory obligations and without notice or reason, close any Transactions (in whole or in part) and treat any such Transactions as void.
• 27.4
  If the Client opens any Transaction in breach of the representations and warranties given in clause 27.2, or the Company has reasonable grounds to believe the Client has done so, it will constitute a breach of the Contract and, in addition to the Company’s rights, the Company may, without notifying the Client of the Company’s reasons:

  • i. enforce the Transaction against the Client if it is a Transaction under which he has incurred a loss; and
  • ii. treat the Transaction as void if it is a Transaction under which the Client has secured a profit (and retain any such profit for the Company’s own account, subject to Applicable Law), unless and until the Client produces conclusive evidence within 6 months of the Transaction being closed that the Client has not, in fact, committed the relevant breach of warranty and/or misrepresentation.

28. Unfair and Improper Activities

• 28.1
  The Client agrees to use the Company’s services in good faith and not to take unfair advantage of its services or are otherwise act in an unfair manner or abusive manner in respect of the Company’s systems, platforms, or accounts. Such behavior includes:

  • i. using any electronic device, software, algorithm, or any dealing strategy that aims to manipulate or take unfair advantage of the Company’s Services;
  • ii. exploiting a fault, loophole or error in the Company’s software, system, the Platforms;
  • iii. collusion;
  • iv. using trading strategies designed to return profits by taking advantage of latencies in a Platform, delayed prices or through high volumes of Transactions opened and closed within an unusually short period of time as compared to the ‘average’ client and/or targeting tick fluctuations rather than movements reflecting the correct underlying prices; and
  • v. placing high volumes of pending or market Orders on the Client’s account where the Client has insufficient funds in his account to cover the margin required if those Orders were executed.
• 28.2
  Any financial commitment that the Client has entered into, or refrained from entering into, in reliance on a Transaction with the Company will not be taken into account in deciding whether or not there has been unfair or abusive behavior.
• 28.3
  If the Client carries out any of the behavior in clause 28.1 in respect of any Transaction, or the Company has reasonable grounds to believe the Client has done so, it will constitute a breach of the Contract and, in addition to the Company’s rights, we may:

  • i. terminate the Client’s access to the Company’s servers;
  • ii. amend the Transaction, so that it is as it would have been if the Order was executed in the absence of the improper behavior;
  • iii. enforce the Transaction against the Client if it is a Transaction under which he has incurred a loss; and
  • iv. treat the Transaction as void if it is a Transaction under which the Client has secured a profit (and retain any such profit for the Company’s own account, subject to Applicable Law), unless and until the Client produces conclusive evidence within 6 months of the Transaction being closed that the Client has not, in fact, carried out the relevant behavior in clause 28.1.
• 28.4
  The Company can exercise the rights even if the Client has entered into (or refrained from entering into) arrangements with third parties relating to the relevant Transaction and even if the Client may suffer a trading loss as a result.
• 28.5
  If the Company exercises any of its rights under clause 28.1, and if the Client has received any monies from the Company in connection with any associated Transactions, the Client agrees that those monies are due and payable to the Company and the Client agrees to immediately return an equal sum to us.

29. Trading Limits

• 29.1
  The Company will observe all trading limits or restrictions as from time to time applied by its internal rules and procedures. It may enter into transactions for the Client either generally or subject to specified conditions or limitations.
• 29.2
  The Client understands and agrees that the Company may impose trading limits and other conditions on the Client trading in Securities, on such basis as from time to time the Company determines in light of the Client objectives, positions, possibilities, transactions or in light of the Company’s internal rules and policies.
• 29.3
  The Client agrees that these Rules are binding on the Client. Without limiting the foregoing, the Client agrees not to exceed, acting alone or in concert with others, exercise or position limits established by any such exchange or other authority. The Company may comply with any demand or requirement applied by any exchange or other competent authority.

30. Client’s Acknowledgments, Representations, Undertakings and Warranties

• 30.1
  Each of the Client’s acknowledgements, agreements, representations, undertakings, and warranties below shall be maintained correctly and complied with by the Client, in all aspects, at the occasion of each and every transaction conducted with the Company. The Client understands that the Company is entering into and executing such transactions in reliance to such acknowledgements, representations, undertakings, and warranties and the Client undertakes to immediately notify the Company upon any change. As such, the Client acknowledges, agrees, represents, undertakes, and warrants to the Company that;

General Representations and Warranties applicable:

• 30.2
  The Client is 18 years' old or over;
• 30.3
  The Client has fulfilled and will fulfill all acts, authorizations, and conditions required by the laws of the Client’s domicile, nationality, and place of residence in order to enable the Client or his representatives to enter into, exercise their rights and perform his obligations under any agreement or transaction with the Company and to ensure that his obligations are binding, legal and valid;
• 30.4
  The Client is the beneficial owner free from encumbrances, other than the security established in favor of the Company, of the Assets and will be the beneficial owner free from encumbrances of all Assets which are or hereafter may become subject to the terms or the transactions carried on in the Accounts;
• 30.5
  No Event of Default and no potential Event of Default is outstanding or might result from the making of any agreement or transaction with the Company;
• 30.6
  No event is outstanding which constitutes or might constitute an Event of Default under any agreement, decree, document, judgment, law, order or regulation which is binding on the Client or any of his respective subsidiaries (if a corporate entity) to an extent or manner which might have a material adverse effect on the Client’s or any of his respective subsidiaries’ business or financial condition or on the ability of the Client to perform his obligations towards the Company or to carry his investment objectives;
• 30.7
  No major administrative procedures, arbitration, or litigation are current or pending or, to the Client’s knowledge, threatened, which might, if adversely determined, have a material adverse effect on the Client’s business or financial condition or the Client’s ability to perform his obligations towards the Company or to carry his investment objectives;
• 30.8
  All information and documents presented, or which may be presented by the Client to the Company are correct and true and that no facts have been concealed which may adversely affect the Company’s decision to enter into any agreement or transaction with the Client or to advise on or execute any transaction on Securities for the Client;
• 30.9
  The Client is acting for his own account and is entering and will enter into his agreements with the Company and the transactions contemplated in such agreements as principal.
• 30.10
  The Client has read, understood and taken independent accounting, legal and tax advice on the implications of this Contract and he will do so for each and all agreements and transactions that the Client may enter with, or request from, the Company.
• 30.11
  Each agreement entered by the Client with the Company, and the execution of the operations and transactions contemplated therein, does not and will not contravene any law or regulation or judicial or official order or instructions of any governmental authority; or conflict (if a corporate entity) with the constitutional documents, charters or bylaws or any other document of the Client; or conflict with any contract, document or obligation which is binding upon the Client.
• 30.12
  The Client shall promptly provide the Company, at the Company’s first request, with such financial or other information or instruments or documents as to the affairs, and legal and financial situation of the Client and his subsidiaries (if a corporate entity) as may be requested by the Company at any time and at its sole and absolute discretion.
• 30.13
  The claim of the Company against the Client under the Contract and/or any transaction or investment, if unsecured, will rank at least pari-passu with the claims of all the Client’s other unsecured and unsubordinated creditors, except for those whose claims are preferred solely by any bankruptcy, insolvency liquidation or other similar laws of general application.
• 30.14
  The Company shall not accept the investment of funds by natural persons or entities acting, directly or indirectly, in contravention of any applicable anti-money laundering or other regulations or conventions of the Republic of Seychelles or other international jurisdictions, or on behalf of terrorists, terrorist organizations or narcotics traffickers, including those persons or entities that are included on any relevant lists maintained by the United Nations, the Financial Action Task Force, the United States Office of Foreign Assets Control and/or the United States Securities and Exchange Commission, all as may be amended ('Prohibited Investment'). The Client represents and warrants that the funds to be deposited in the Account(s), whether made on its behalf or, if applicable, as an agent, trustee, representative, intermediary, nominee, or in a similar capacity on behalf of any other person or entity, nominee account or beneficial owner, whether a natural person or entity (each an 'Underlying Beneficial Owner'), are not derived from illegal or illegitimate activities and do not constitute a Prohibited Investment, and the Client further represents and warrants that it will promptly notify the Company of any change in its status or the status of any Underlying Beneficial Owner(s) with respect to its representations, warranties and undertakings regarding Prohibited Investments;
• 30.15
  The Company is subject to, anti-money laundering statutes, regulations and conventions of the Republic of Seychelles or other international jurisdictions, and the Client, hereby, agrees to execute instruments, provide information or perform any other acts as may reasonably be requested by the Company for the purpose of: (a) carrying out due diligence as may be required by applicable law to establish the identity of (1) the Client, (2) any Underlying Beneficial Owner(s) of the Client and (3) any investors, partners, members, directors, officers, beneficiaries or grantors of the Client, and any Underlying Beneficial Owner(s) of such investors, partners, members, directors, officers, beneficiaries or grantors, as applicable; (b) maintaining records of identities, or verifications or certifications as to identities; and (c) taking any other actions as may be required to comply with and remain in compliance with anti-money laundering or related statutes, regulations or conventions applicable to the Company or any of its activities;
• 30.16
  The Client shall promptly provide the Company, at the Company’s first request, with any collateral or disclosure or documents and shall promptly provide such security that the Company may require for any indebtedness and shall deliver and execute to the Company such further documents and instruments as the Company may deem desirable in obtaining the full benefits of any agreement, and the powers and rights therein granted.
• 30.17
  The Client will promptly meet all calls, margin calls, requests or such demands as made by the Company when deemed necessary.
• 30.18
  The Transactions contemplated by the Client may be governed by foreign jurisdictions, laws and rules and the Client hereby accepts all consequences and risks in this respect.
• 30.19
  The Client shall promptly notify the Company upon becoming aware of the details of any administrative proceedings, arbitration, circumstance, event, or litigation which are current, pending or threatened and which might, if adversely determined, have a material adverse effect on the financial condition of the Client or on the ability of the Client to fulfill his obligations towards the Company.
• 30.20
  The Client will inform its authorized representative(s), if so exist, of the content of the present Contract and the Company assumes that such representative(s), by acting on behalf of the Client, are aware of this Contract and their acceptance to abide by it.
• 30.21
  The Company shall have the right to present this Contract, at any time, to any notary public for the purpose of giving the Contract true date.
• 30.22
  The Client will pay all sums when due and will pay any unpaid sum of any transaction or Asset upon first demand.
• 30.23
  The Client understands the nature and extent of investment risks which may vary and that many of these risks overlap, are correlated, or related to one another, or are subsets of more general risks. The Client is aware that these investment risks will vary with the type of investment being made and the use of leverage.
• 30.24
  Concentration of investments is of higher risk and that such concentration leads to substantial risks of loss, and the Client acknowledges that it is not recommended to have substantial concentration in his portfolio and waives any liability on the Company in this respect, whether the Company allows or not the Client to have such concentration.
• 30.25
  The Company shall have the right and is hereby authorized to commingle and merge the titles and rights deposited in the accounts of its clients whether at the Company or at the Company’s counterparties.
• 30.26
  The Company is not acting as a fiduciary for, or on an advisory basis to the Client. By entering any transaction with the company, the client will be relaying on their own judgement and that of other advisors as they may have.
• 30.27
  The Clients are and will be capable of assessing the merits and understanding, on their own behalf or through independent professional advice, of the conditions, terms and risks of the operations and transactions associated with dealing with securities, particularly margin trading, and they are and will be capable of assessing their capacity of assuming these risks.
• 30.28
  The Clients are solely responsible and fully assume all the consequences, losses, results, and risks of the transactions contemplated. The company, its agents, directors, employees, officers, or partners shall not be responsible for any losses that the Clients may incur or any failure to obtain investment gains from the operation of the Account.

31. Authorised Representatives by the Client

• 31.1
  The Client shall notify the Company in writing of the employees or officers or duly appointed representative(s), as the case may be, who are so authorized, by the Client, to act on his behalf and of any change occurring in this respect.
• 31.2
  The Company shall be entitled to rely on and will not be responsible to verify and shall not be liable for any action taken or omitted to be taken in good faith pursuant to Instructions so deemed given by or purporting to be given by the Client and the Client hereby unconditionally and irrevocably agrees to indemnify the Company from and against any and all actions, charges, claims, costs, damages, demands, expenses, liabilities, losses or proceedings which may be brought or made against the Company, or which the Company may incur or sustain as a result of the Company acting in accordance with such Instructions.
• 31.3
  The Company shall have the discretionary right to accept or refuse the appointment of any agent of the Client, and the Company may terminate, at its sole and absolute discretion and without the need to justify its decision, by mere written notice sent to the Client with effect as of the date of its issuance, and if the Client is unreachable, by mere written notice to the appointed agent(s), in which case the Client is considered notified through his agent(s), any existing power of attorney and in the event of more than one appointed agent, the appointment of any one of them, in which case the terminated agent will no more have the right to act and the power of attorney shall remain valid in relation to the remaining agent(s).
• 31.4
  The Client will be held fully responsible for all actions of the Authorized Third Party. The Company will be entitled to accept all instructions from an Authorized Third Party until that authority is revoked. If the Client wishes to revoke or amend the authorization of an Authorized Third Party, the Client must provide written notice of such intention to the Company. Any such notice will not be effective until two working days after it is received by the Company (unless the Company advises the Client that a shorter period will apply).
• 31.5
  The Client acknowledges that he will remain liable for all instructions given to the Company prior to the revocation/variation being effective, and that he will be responsible for any losses which may arise on any Transactions which are open at such time. In any event, the Company may, and without notice to the Client, refuse to accept instructions from any Authorized Third Party and to treat the appointment of any such Authorized Third Party as terminated.

32. Force of Major Events

• 32.1
  Force Major Events includes the following events:

  • i. any act, event or occurrence (including any strike, riot or civil commotion, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in the Company’s reasonable opinion, prevents the Company from maintaining an orderly market in one or more of the indices/markets in respect of which the Company ordinarily accepts Transactions;
  • ii. the suspension or closure of any market or the abandonment or failure of any event upon which the Company bases, or to which we in any way relate, The Company’s Quote, or the imposition of limits or special or unusual rules on the Transactions in any such market or on any such event;
  • iii. the occurrence of an excessive movement in the level of any of the Company’s product offerings and/ or any corresponding market or the Company’s anticipation (acting reasonably) of the occurrence of such a movement; or
  • iv. the failure of any relevant supplier, broker, agent or principal of the Company’s, exchange, clearing house or regulatory or self-regulatory organization, liquidity providers, and banks for any reason to perform its obligations.
• 32.2
  The Company shall not be liable for any claim, damage, expense, liability, or loss caused directly or indirectly by equipment malfunction, exchange or market rulings, government, regulatory restrictions, or regulations, strikes, suspension of trading, terrorism, war or other conditions or events, whether similar or dissimilar to the above, beyond the Company’s control.
• 32.3
  The Company shall not be obliged to take or refrain from taking any action which it becomes beyond its power to take or refrain from taking, wholly or partly, as a result of an event or state of affairs, including any changes in the law or any official directive or policy whether in Seychelles or abroad, which it was beyond its control to prevent and the effect of which is beyond its power to avoid.
• 32.4
  Without limiting the foregoing, the Client agrees that the Company shall not be liable for any loss caused directly or indirectly by the failure or malfunction of any computer software or hardware, any communication facility or service.
• 32.5
  At any time after a Force of Major Event, Event of Default, or Termination Event occurs, the Client agrees that the Company may, without notice, at its own sole and absolute discretion and as it deems appropriate, elect to any or all of the following actions, and this without prejudice to any other actions the Company may have under any agreement or by law:

  • i. Cancel any and all pending orders;
  • ii. Terminate and put an end to any or part or all contracts of the Client and consider all amounts outstanding to be immediately due and payable;
  • iii. Enforce any security;
  • iv. Liquidate sufficient positions to cover any debit balance due to the Company;
  • v. Close out, on behalf of the Client, all or any outstanding transaction, in whole or in part, as the Company may determine at its sole and absolute discretion, in which case, the outstanding transactions will be closed out based on largest losing position method, unless otherwise communicated in writing by the Company to the Client;
  • vi. Liquidate, retain possession, sell and/or take in payment any and all Securities or other property still held in the Account(s);
  • vii. Purchase Securities necessary to cover short sales made for the Account(s) and/or to cover any open positions;
  • viii. Apply and retain for application all or part of any monies and Assets standing to the credit of any Account or any other account with the Company in the extinction or diminution of all or any part of any of the liabilities of the Client to the Company, in such order and in such manner as the Company may deem fit, whether such liabilities shall be actual or contingent, primary or collateral or joint and/or several.
• 32.6
  The proceeds of any sale made by the Company, less expenses, shall be applied to reduce the indebtedness of the Client to the Company, without in any way lessening the responsibility of the Client to pay the remaining balance to the Company.
• 32.7
  The Company shall have the authority (1) to take any action it deems necessary and (2) to exercise any powers, privileges, remedies, and rights provided therein and/or provided by law, for the purposes of this clause and in order to secure and recover its rights.

33. Waiver of Secrecy and Confidentiality Obligation

• 33.1
  Except where otherwise determined and authorized in this Contract and the following sections or by law, the Company shall preserve the confidentiality of its relation with the Client.
• 33.2
  The Client hereby releases the Company, its managers and officers and staff from any confidentiality or secrecy obligation and irrevocably waives such confidentiality and secrecy on the Account(s), operations and transactions contemplated in or pursuant to this Contract or any agreement with the Company and accordingly authorizes the Company, its managers and officers and staff to collect, use, disclose and give any information regarding the Client, his Assets and Account(s), operations and transactions (hereafter referred to as the “Information”):

  • i. from and to banking, commercial or financial institutions with whom the Company engaged;
  • ii. if and when required, by officials of an exchange, or by the Company’s correspondents and counterparties, or by any other person or institution involved with operations and transactions contemplated herein, or if and when required under any laws and regulations applicable to the operations and transactions contemplated by the Client, or by regulatory, self-regulatory and judicial authorities, in Seychelles or abroad, or in the course of executing the Instructions and transactions of the Client;
  • iii. the U.S. Treasury or any other U.S. fiscal authority in relation to the FATCA status of the Client; and
  • iv. relevant competent authority in relation to the disclosure of any and all information in the context of the reporting under the Common Reporting Standard that requires the automatic exchange of financial account information between jurisdictions.
• 33.3
  The Client acknowledges that some correspondent banks and local and international associations and institutions working on fighting money laundering may, for this purpose or at the occasion of execution of transactions for the Client, request from the Company from time to time to provide them with information on the business and activities of the Client and with data on some of his transactions. The Client understands the motives and reasons of such requests and he irrevocably authorizes the Company, and at the expenses and liability of the Client, to provide such associations, banks, and institutions with the requested information as the Company deems appropriate.
• 33.4
  The Client acknowledges that the Company cooperates with some other banks and financial institutions including banking, commercial or financial institutions related or affiliated to the Company by unifying work means and structures, and through unified equipment, work means and human resources, or by sub-contracting or through service level agreement such banks and institutions, for the purpose of implementing operations, transactions and investment transactions pertaining to its/their clients. The Client authorizes the Company in respect thereof and waives any secrecy or confidentiality obligation.

34. Intellectual Property

• 34.1
  All Intellectual Property Rights in or arising out of or in connection with the services provided under the Contract, the Platforms, the Website, or any other thing supplied by the Company to the Client shall, to the extent not owned by a third party, be owned by the Company. The Client acknowledges and agrees that, in respect of any third-party Intellectual Property Rights, the Client’s use of any such Intellectual Property Rights is conditional on the Company obtaining a written license from the relevant licensor on such terms as will entitle us to license such rights to the Client.
• 34.2
  The Client acknowledges and agrees that he must not supply any or the services provided under the Contract or the Website (or any part of them) to anyone nor may he copy the services or the Website.
• 34.3
  The Company may from time to time supply data or material to the Client in connection with the services provided under the Contract, the Platforms or the Website. The Client must not obscure, tamper with, or otherwise destroy any copyright or other proprietary notices on any data or material the Company supplies to the Client or disclose, publish, or otherwise make available such data or material to third parties. The Client must only use any data or material the Company supplies to the Client in connection with the operation of his account, and upon the closure of his account the Client must return any such material to the Company.
• 34.4
  Anything the Company supplies to the Client is supplied on a nonexclusive basis and the Company reserves the right to cease such supply and terminate the Client’s usage of any service, Platform or the Website or any other thing the Company supplies to the Client.

35. Client Money

• 35.1
  The Company will take reasonable care in the selection of a bank or financial institution to place client’s money in, however the Company accepts no responsibility for the solvency of the bank or other financial institution and to the extent that part or all of the Client’s money is lost by reason of the partial or complete failure of the bank or other financial institution the loss will be borne by the Client, not the Company.
• 35.2
  The Company may pass client money or allow another third party, such as an exchange, marketplace, a clearing house, an intermediate broker, liquidity provider, a group company, to hold or control client money when:

  • i. it is for the purposes of the Clients’ Transactions through or with that third party; or
  • ii. it is to meet the Clients’ obligations to provide collateral for Transactions. The Company accepts no responsibility for the solvency of that third party and to the extent that part or all of the Client’s money is lost by reason of the partial or complete failure of that third party the loss will be borne by the Client, not the Company.
• 35.3
  The Client acknowledges and accepts that when his money is being treated as per clause 35.2 above, the Client is exposed to market risk, and the Company shall not hold any responsibility or liability for such market risk held by the Client herein.
• 35.4
  The Company does not pay interest to the Client on any money that the Company holds and by entering into the Contract, the Client acknowledges that he is waiving any entitlement to interest on such money.
• 35.5
  The Client agrees that, in the event that there has been no movement on his account for a period of at least five (5) years (apart from adjustments in respect of charges, interest or other items that do not stem from Transactions or cash payments made by the Client to the Company) and the Company is unable to trace the Client despite having taken reasonable steps to do so, the Company may cease to treat the money held on behalf of the client as client money and/or donate it to a registered charity of the Company’s choice.

36. Waivers and Remedies

• 36.1
  All of the Company’s waivers and remedies under the Contract may, unless otherwise stated, be exercised in the Company’s sole and absolute discretion and are under no obligation to exercise any or all of them.
• 36.2
  No failure by the Company to exercise, and no delay or indulgence by the Company in exercising any right or power granted herein or at law will operate as a waiver thereof, nor will any single or partial exercise of any such right or power preclude any other or future exercise thereof or the exercise of any other right or power.
• 36.3
  The benefits, privileges, remedies, and rights herein expressed and specified are cumulative and not exclusive of any benefits, remedies, or rights which the Company may otherwise derive from other documents and instruments signed by the Client in favor of the Company or by operation of the law.

37. Accounting, Legal, or Tax Advice

• 37.1
  The Client understands that the Company does not provide accounting, legal or tax advice. Such matters should be discussed by the Client with his advisors. Therefore, the Client should determine prior to entering into any transaction, and without reliance upon the Company, the accounting, legal and tax characterizations and consequences of the transaction.
• 37.2
  The income tax consequences of trading in Securities are dependent upon the nature of the business activities of the investor and the transaction in question. The Client is urged to consult his own professional advisers to determine the consequences applicable to his particular circumstances.

38. Privacy and Data Protection

• 38.1
  The Company is committed to protecting the privacy of all personal information that it obtains from the Client and hereby lists how and why the Company collects, use, disclose and protect the Client's personal information.
• 38.2
  The Company Collects Client's personal information in order to provide the Client with its products and services and to establish and manage the Client's account. By collecting Client's information, the Company will be able to monitor and improve the services it offers to its existing and potential clients.
• 38.3
  The Company will collect and process the following personal information about the Client:

  • i. Personal information provided during account opening procedure when the Client fills the application or other forms on the Company's website. The information may include the Client's name, address, contact details, financial information about his income and wealth, professional and employment details, trading history and other personal information.
  • ii. Information about the Client's use of this website and the Company's platform. This information may include site areas visited, pages viewed, frequency and duration of visits.
  • iii. Subject to Applicable Regulations, the Company will monitor and record the Client's calls, emails, text messages and other communication for regulatory compliance, crime prevention and detection, to protect the security of communications systems and procedures, for quality control and staff training etc. The Company will also monitor activities on the Client' account where necessary for these reasons and this is justified by the Company's legitimate interests or legal obligations.
• 38.4
  The Company may use information for the following non-exhaustive list of purposes:

  • i. Provision of the Services under this Contract;
  • ii. For Know Your Customer and due diligence purposes, including, but not limited to, for the verification of identity;
  • iii. For maintenance and management of the Client's account as well as administration of the services provided to the Client;
  • iv. Communication with the Client when necessary or appropriate;
  • v. Compliance with legal and regulatory requirements; and
  • vi. Marketing purposes.
• 38.5
  The Company may share Client's personal information with business partners, associated companies, trading partners, third parties as deemed by the Company reasonably necessary in order to detect or prevent crime, and suppliers with whom the Company may have outsourced certain of business functions or cooperating with. Personal data collected by the Company may be transferred or disclosed to third party contractors, subcontractors, for the purposes for which the Client has submitted the information i.e. agreements with Service Providers.
• 38.6
  It is the Company's policy to disclose information to third parties under the following circumstances:

  • i. As required by applicable statute, regulations, rules, regulation of professional standard, search warrant or other legal process;
  • ii. For regulatory compliance purposes;
  • iii. When explicitly requested by the Client; and
  • iv. Or otherwise as set out in this section.
• 38.7
  In order for the Company to provide services to its Clients, the Company may be required to transfer the Client's personal information to parties located in countries which may not have an equivalent level of data protection laws as in the Seychelles. Where this is the case the Company will take reasonable steps to ensure the privacy of the information. The Client acknowledges and understands that by submitting its personal information to the Company agrees to the aforesaid transfer, storage and processing of the information.
• 38.8
  If the Client wishes to withdraw its consent to the use of information, rectify a personal information or request the provision or deletion of information held by the Company related to itself, he may submit its request at the email address [email protected].

39. Complaints

• 39.1
  If the Client has any cause for complaint in relation to the services provided by the Company, they should file a complaint as per the Company's Complaint Handling Policy.
• 39.2
  The Client may file a complaint by completing the Complaint Registration Form using any of the following options:

  • i. Email: [email protected]
  • ii. Phone: +442033016473
• 39.3
  The relevant Complaint Registration form which has to be filed by the Client, can be requested from the client support team or via the details in clause 39.2.
• 39.4
  Should the Client have any questions in relation to the Company's Complaints Handling Policy, please contact Back Office/Client Support Department via the Companies official contacts at the following email address [email protected] .
• 39.5
  If the Client was not satisfied with the response provided, he can engage the Company to resolve the same or escalate the complaint to the FSA by following the FSA Complaint Handling procedure found on the link: https://fsaseychelles.sc/complaint-handling

40. Amendments

• 40.1
  The Client may not alter, amend, modify, or waive any of the terms or provisions of this Contract except as the Company may consent thereto in writing.
• 40.2
  The Company reserves the right to alter, amend, modify or waiver the terms and conditions laid out in this contract. Any such alteration, amendment, modification, or waiver must be submitted and approved by the Financial Services Authority (FSA), Seychelles prior to its enforcement.
• 40.3
  Following such approval by the FSA, the Company may, at any time and without prior notice to the Client enforce the amended Terms and Conditions.
• 40.4
  The Company will notify the Client of such Amendment(s) by electronic mail to the address shown in the Company’s records. Amendments will be effective immediately after made.
• 40.5
  The Client may choose not to accept the Amendment(s) by closing his Account(s) or notifying the Company with a notice of termination of this Contract.
• 40.6
  The transacting by the Client after the effective date of the Amendment(s) will be evidence of the acceptance of the Amendment(s) by the Client.

41. Language

• 41.1
  The Company may elect to provide the Client with documents and information in languages other than English; however, the Company reserves the right to communicate with the Client in English.
• 41.2
  In the event of a conflict or inconsistency between the English version of the Contract and that provided in any other language, the English version will prevail.

42. Governing Law and Jurisdiction

• 42.1
  This Contract is government by the Law of Seychelles.
• 42.2
  The competent courts for all legal disputed arising out of or in connection with the Contract shall be the Courts of Seychelles, and these shall have sole and complete jurisdiction in these matters.

43. Definitions

For the purpose of this Contract, the following terms have the following meanings, unless otherwise required by context:

“Account(s)” means all and any of the Client’s accounts on the books of the Company opened or which might be opened for the purchase, sale, and/or any other dealing in Securities or in connection therewith.

“Applicable Law” means any national, local, or other statute, law, rule, code guidance, order, or decision of a Governmental Authority and, for the avoidance of doubt, includes all the provisions of FSA’s laws and Regulations.

“Application Form” means the form supplied by the Company that the Client completed, whether in hard copy or electronically on the Website, in order to apply for an account.

“Assets” means assets as determined, by the Company, from time to time to be eligible for constituting Margin Coverage, that should be maintained in the Account as Equity deposits.

“Base Currency” means, subject to the Company’s agreement, the currency in which the Client chooses to have his account denominated.

“Bid” means the price at which the Client can sell (subject to terms of this Contract).

“Business Day” means a day on which the Company is open for general business in Seychelles and, if on that day a transaction is to be undertaken that involves another financial institution in another country, the principal financial center of that country.

“Buy” (including “Long”) means making a Buy Transaction or “buying the market” quoted by the Company.

“Company” means 4T Limited.

“Contract” means the present contract, as amended, or supplemented by the Company from time to time.

“Contract for Difference” means a financial contract that pays the differences in the settlement price between the open and closing trades. CFDs allow traders to trade the direction of securities without physical ownership of the underlying asset.

“Credit Account” means an account where the Company has offered a credit line to use as Trading Resources.

“Deposit Account” means an account where the Client needs to deposit funds before the Client can place any Transactions.

“Event of Default and Termination Events” means any one of the events described as such in the Contract.

“Execution-Only” means orders to buy or sell Securities given by the Client on its own initiative and for which the Client did not receive advising services from the Company.

“Expiry Date” means the date and time at the end of the contract period at which an expired Transaction will settle.

“FSA” means Financial Services Authority of the Government of Seychelles.

“Instruction” means any demand, instruction, order or request addressed and delivered by the Client or Client’s representative(s) to the Company in accordance with the provisions of this Contract.

“Joint Account” means an account opened by the Client together with one or more than one person.

“Limit Order” means an instruction to take a profit on an open Transaction if the Company’s Quote reaches the level requested. A Limit Order can be added to an open Transaction or to a New Order (contingent on that New Order being executed).

“Margin Call” means a request for the payment of monies to cover a deficit, arising as a result of adverse market movement or otherwise, in order to enable one or more open Transactions to remain open and not be subject to enforced closure.

“Margin Level” means an amount equal to the unencumbered Trading Resources on the Client’s account divided by the margin required to maintain all open Transactions, as determined by the Company and expressed as a percentage.

“Margin Facility” if a margin facility is granted, means such amounts as from time to time lent by the Company to the Client, as calculated by the Company from time to time.

“Margin Coverage” means the margin coverage of Assets, as determined by the Company from time to time in accordance with its usual practice, which is to be maintained, at all times, as security for the Client’s debts and liabilities arising under or in connection with the transactions in Securities.

“Order” means any or all of the types of instructions to open a new Transaction or close an existing Transaction that the Company offers, including but not limited to Instant Orders, Limit Orders, Market Orders, Stop Loss Orders.

“Overnight Financing” means the credit or debit applied to the Client’s account when the Client holds a Transaction in certain contracts open from one trading session to the next and reflects the financing costs of doing so.

“Platform” means our trading platform, the MetaTrader platform and any successor or replacement trading platform.

“Quote” means the price quoted by the Company. All Quotes are based upon an Underlying Market that is sourced from either a recognized global exchange or from a wholesale counterparty.

“Quoting Hours” means the times detailed in the Market Information when the Company quotes our Market.

“Sell” and “Short” means making a sell Transaction or “selling the market” quoted by the Company.

“Securities” commonly refers to any form of financial instrument and Contract For Difference (CFD), such as Foreign Exchange, Indices, Equities, Debt Instruments, Commodities, and Crypto currencies.

"Services" refers to the services offered by the Company, from time to time, which include dealing and portfolio management services of securities.

“Size” means the Size of the Buy or Sell Transaction. The standard, minimum, and maximum Transaction Sizes that the Company allows can differ from Market to Market.

“Slippage” and “Slip” means then an Order is executed at a different level to the specified Order Level due to the volatile market condition or market openings.

“Stop Loss Oder” means an Order to close an open Transaction at a pre-determined level.

“Stop Out” means the function which closes open Transactions at a pre-determined level when more than a specified percentage of funds available to support the open Transactions have been eliminated by the impact of adverse market movement.

“Trading Partners” means anyone with whom the Company has a contractual relationship, for example but not limited to: partnership relationship, agency relationship, white label relationship, or an introducing broker relationship.

“Trading Robot” means an automated trading system used in conjunction with a Platform.

“Trailing Stop Orders” means an order to automatically track a profitable open Transaction and close it if the market changes direction and start reducing the unrealized profit.

“Trailing Stop Orders” moves in one direction it’s used to lock in profits or limit losses. If you are long Apple and Apple goes up, your trailing stop will be amended and placed higher.

“Transaction” means any buy or sell order executed with 4T.

“Underlying Market” means the market in which the physical underlying assets (from which the Company’s markets and prices are derived) are traded.