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Terms and Conditions - CYSEC REGULATION
Terms & Conditions - CYSEC Regulation The “Agreement” This Agreement is executed by and between O.C.M ONLINE CAPITAL MARKETS LIMITED (the “Company”), situated at Spyrou Kyprianou 38 CCS BLDG, Kato Polemidia, Limassol, Cyprus and the Client, a physical or legal person, (the “Client”). This Agreement is applicable to the content and information included in the Services, web pages and databases as well as any agreements and software provided by the Company and its associates/third party suppliers (the "Information Providers") to which a Client may have access through the domain or sub-domain of the Company at www.xforex.com (the “Website”).
The Client accepts and understands the Company’s official language and should always refer to the Company in the English language. The Client may refer to the website for all information and disclosures about the Company and its activities.
The Company must establish and ascertain the Identity and Investment Profile of the Client as required by the Laws and Regulations governing the Investment Firms. Accordingly the Client shall complete the investor’s questionnaire and provide all necessary documents (as it appears on the registration page of the Company’s website),
The signing of the Agreement is not required and the agreement has the same judicial power and establishes the same rights and duties and responsibilities as a regular agreement signed between both parties (Distance Marketing of Consumer Financial Services Law N.242(I)/2004 implementing the EU directive 2002/65/EC). In case a client wishes to have a printed agreement, duly signed and stamped by the Company, the client must send 2 duly signed copies of the Agreement to the Company, stating his postal address and a copy will be sent back to that address.
THE CLIENT AGREE THAT USING THE SERVICES PROVIDED BY THE COMPANY AND/OR ANY SOFTWARE INDICATES THAT THE CLIENT HAVE READ THIS AGREEMENT, THE CLIENT UNDERSTAND IT AND AGREE TO BE BOUND BY ITS PROVISIONS.
[1] DEFINITIONS AND INTERPRETATIONS
1.1 DEFINITIONS (Client) Account: is the account opened by the Company and held in the name of the Client, or of the Company on behalf of the Client. Account Statement: a regularly drawn up record of trading, debit and credit transactions carried out on the Account; Base Currency: United States Dollar (USD), unless otherwise specified by the Company; Authorized Person: any person authorized by the Client to give instructions to the Company; Account Value: The current real amount in the account, calculated by this formula: (Total Account Deposits) minus (Total Account Withdraws) plus (Closed Profit and Loss) plus (Open Profit and Loss), converted into the account base currency. Available Line: The additional exposure that a trader can open, calculated by this formula: (Account Value) multiply by (Specific required leverage) minus (Exposure), converted into the account base currency. Balance: the sum on the sub-account of the Client after the last transaction made within any period of time; Best Execution Policy: The Company’s existing policy with respect to execution of Client orders, at the best price, which is attached herewith and also available at the Company’s website; Business//Working Day: any banking day according to the Republic of Cyprus; Commissions & Charges List: the list of commission fees, charges and margin requirements, swaps and other rates applied by the Company with respect to the Services at a given time. The list can be found on the Website; Spread: is the difference between the price quoted in the website for an immediate sale (bid) and an immediate purchase (ask), as its determined by the company under it sole discretion; Conflict of Interest Policy: shall mean the Company’s prevailing policy regarding Contracts for Differences or “CFDs”: any contracts for difference between prices of Counterparty/ies: any banks and/or brokers, through which the Company may cover its Contracts with Clients; Client Classification: the Company’s overall, product, or transaction specific classification of Clients; Margin: The ratio between the account value and the exposure. Net Exposure: The sum of all open positions converted into the account base currency. Open Position: A deal of either purchase or sale that is not settled by an opposite sale or purchase of the contract (a deal that has not been closed); Open Profit and Loss: The sum of all open positions Profit and Loss converted into the Orders: The request for the transaction’s execution; Platform: any information, software and hardware used by the Company for the purpose of providing Services to the Client in accordance with this agreement; Services: shall mean the services to be provided by the Company subject to this agreement; Trade Confirmation: any message sent by the Company to the Client in confirmation of entering into Contract with the Client; Transaction: any type of operation effected in the Client’s Account that includes but is not limited to Deposit, Withdrawal, Open Trades, Closed trades, Transfer between Client’s accounts; Client: shall mean the individual person, legal entity or firm being a Client’s Instructions: a request for a Client’s transaction and/or message sent by the
1.2 INTERPRETATIONS (i) Any reference to an individual person shall include bodies corporate, unincorporated associations, partnerships and individuals; (ii) Headings and notes in the Terms and Condition of this Agreement are for reference only and shall not affect the contents and interpretation of the Terms; (iii) Any references to any law, regulation or statute shall include reference to any statutory modification or re-enactments thereof; (iv) Any appendices attached to this Agreement shall constitute an integral part of this Agreement.
[2] RISK ACKNOWLEDGMENT 2.1 The Client agrees to use the Website and/or the Services provided by the Company at his/her own risk. 2.2 The Client acknowledges, understands and accepts that trading and investing in Financial Commodities: (i) is highly speculative; 2.3 The Client further acknowledges, understands and accepts: (i) that international currency prices are highly volatile; 2.4 The Client acknowledges, understands and accepts that trading and investing through the platform may entail other risks than the ones contained in the paragraph. 2.5 The Client acknowledges, understands, accepts and agrees to the information that appears under the RISK DISCLAIMER title on the Website, which forms an integral part of this Agreement should the Client agrees to these terms and conditions.
[3] CLIENT CLASSIFICATION 3.1 According to the European Directive 2004/39/EC of 21 April 2004 on markets in financial instruments (MiFiD) and its implementation into Cyprus legislation by Law 144(I)/2007, there are three main categories of classification of Clients: the Retail Client, Professional Client and Eligible Counterparties (ECPs). 3.2 The Company classifies its Clients in the category of the Retail Client but, if the Client wishes to be governed by the regulations for Professional Client or ECPs then the Client must inform the Company, in writing, stating clearly of such wish. 3.3 Upon the request of the Client to change classification, the Company shall undertake an assessment of the expertise, sophistication and knowledge of the Client, in order to ensure that the Client understands the risks involves and is in a position to make his/her own investment decisions. The Company retains discretion in deciding whether to change the Client’s classification. 3.4 Should the Client wish to change classification, the Client is required to meet certain specified quantitative and qualitative criteria that appear in the Website under the title “CLIENT CATEGORISATION” and by accepting these Terms and Conditions the Client accepts application of such method. 3.5 The Company attaches different levels of regulatory protections to each category. Retail Clients are given the most regulatory protections, Professional Clients and ECPs are given less regulatory protections since they are considered as more experienced knowledgeable and sophisticated investors who are able to assess their own risks.
[4] INVESTMENT SERVICES 4.1 Subject to the Client fulfilling its obligations under the terms of this Agreement, the Company shall provide its Clients the opportunity to trade in the following investments and instruments: (i) CFDs on Spot FOREX, equities, precious metals; 4.2 (a) The Client acknowledges and recognises that any information provided through the Website or by the Company is provided for information purposes only to assist the Client in making decisions but, in no case such information constitutes investment advice. (b) The Client acknowledges, understands and accepts that for any decision, investment strategy, transaction and/or investment made or taken by the Client, or the consequences of undertaking such actions, the Client will be solely responsible for and that the Company will have no responsibility, whatsoever, for any such actions taken by the Client. 4.3 This section is to be read in conjunction with the ORDER EXECUTION POLICY FOR CONTRACTS FOR DIFFERENCE (CFDs) should the Client accept these terms and conditions which can be found in the Website.
[5] CLIENT WARRANTIES AND REPRESENTATIONS 5.1 The Client warrants and represents that: (i) money, investments or other assets supplied by the Client to the Company, fully belong to the Client and are, at all times, free of any charge, lien, pledge or encumbrance and are not proceeds of any illegal act or omission or product of any criminal activity; 5.2 The above warranties and representations shall be deemed to be repeated every time the Client gives instructions to the Company during the duration of this Agreement; 5.3 The Client agrees that should any of the above warranties be breached then the Company reserves the right to return them to the remitter. The Client further accepts that in such case the Company may reverse any or all types of previous transactions undertaken by the Client through the Company and terminate the Agreement as per paragraph 15 herein. Should the Company incur damages and/or losses as a result of breach of paragraph 5.1, the Company retains the right to withhold it from any of the Client’s account and or to file legal actions against the Client and claim damages.
[6] DEALINGS BETWEEN THE COMPANY AND THE CLIENT 6.1 Upon accepting and/or signing these Terms and Conditions, the Client is entitled to use the Services and apply for access codes, in order for the Client to be able to access the electronic Platform on www.xforex.com and initiate trading subject to the company’s final approval and/or undertaking transactions according to the procedures and means prescribed therein and in this Agreement in paragraph 7 here below. Should the Client use any other means, than those mentioned in this agreement, to transmit instructions and/or Orders, then such instructions and/or Orders will not be considered as valid instructions/Orders and the Company will not act upon them. 6.2 Should the Client suspect that the access codes have been disclosed to a third party and/or that there is an irregular and/or unauthorised use of them, the Client must immediately inform (in writing) the Company of this. 6.3 The Client acknowledges, understands and accepts that any instructions and/or Orders given to the Company through the Client’s access codes will be considered as instructions and/or Orders of the Client and will be the sole responsibility of the Client. 6.4 Similarly, where the Client authorises/assigns a third party to act on the Client’s behalf through the third party’s access codes then any instructions and/or Order placed by such third party will be the sole responsibility of the Client. 6.5 Upon signing and/or accepting these Terms and Conditions, the Client acknowledges, understands and accepts that the Company shall bear no responsibility or liability whatsoever for any unauthorised access by third parties to any information transmitted or exchanged between the Company and the Client, including, but not limited to, electronic addresses, communications and personal data. 6.6 Practice Accounts - the Company enables its clients to exercise in practice accounts, for limited period of time and after wiring $100 on a live account. It is stipulated that all restrictions and obligations that appears in this agreement with respect of The Client applies in Practice Account scenario as well. It is hereby to be clarified, that Practice Account Client gains no privileges in opening live accounts and needs to comply with all regulatory requirements, as well as Company’s procedures with regard. It is under the Company’s sole discretion to decide whether, and when, the Practice Account shall be closed. 6.7 The Company may use the Client’s contact details for keeping the client updated with regard of selected promotional activities that the client shall find interest in. The Company might attend the client directly or use third party solutions in order to do so.
[7] CLIENT INSTRUCTIONS/ORDERS 7.1 The Client may transmit to the Company instructions and/or Orders only by means of (i) telephone or, (ii) in person or (iii) through the electronic Trading Platform. the Company will acknowledge, in any manner it chooses such instructions and/or Orders and/or communications. 7.2 Where the Client uses means (i) or (ii) above to transmit instructions and/or Orders, the Company reserves the right to reject such instructions and/or Orders should the Company not be satisfied of the Client’s identity or clarity of instructions. Should the Company decide to accept such instructions/Orders, the Company shall process this through the electronic Platform, as if the instructions/Order was initially received through the Platform. It is stipulated, that limits will be executed under margin restrictions that might cause, among others, limit cancellation in case of insufficient margin status, change in the amount quoted from the platform for positions in case of Stop Loss or Take Profit scenarios and that Stop Loss or Take Profit scenarios does not include Swap charges. 7.3 The Client accepts the risk of misinterpretation and/or mistakes in the instructions and/or Orders sent through the Communication System, regardless of how they have been caused, including technical and/or mechanical damage. 7.4 The Company also reserves the right, at its discretion, to partially execute instructions and/or Orders transmitted by the Client. 7.5 Should the Client wish to authorise a third party to act on the Client’s behalf in placing Orders and/or giving instructions, the Client may do so provided that the Client notifies the Company in writing of such intention, comply with the company’s procedures and receives the Company’s written approval. The Company may, at its discretion, refuse to allow third party transactions on behalf of Clients if such third party does not fulfil the Company’s criteria. Where the Company allows receiving instructions from a third party on behalf of Clients, the Company shall continue to accept such third party instructions/Orders unless the Company receives from the Client a notification of at least 2 days notice specifying termination of the third party authorisation. 7.7 When using electronic access, a Client may only give the following orders: (i) Open 7.8 Orders given via telephone can be rejected by the Company if the Client’s instructions are not clear and do not include any of the orders as mentioned in paragraph 7.7 above. 7.9 Orders should be placed, executed, changed or removed during the Operation Hours. The order shall remain valid according to the type and time specified in the order, subject to the trading platform ability; should the order not specify the time of validity of the order then the order shall be considered valid for an indefinite period. 7.10 Transactions are executed at the BID or ASK price. When the Client knows how s/he desires to proceed, the Client may request a Confirmation for the transaction from the Company. The price at which the transaction will be carried appears on the screen. The Company, has the right at its discretion to increase or decrease spreads depending on market conditions. The Company reserves the right to offer the Client a different price if the market volatility of the financial instruments at the completion process remains very high. In such event, the Client may either accept the new price or refuse it effectively cancelling the execution of the order. It is noted that the bare fact of delivery of instructions by the Client does not the mean that the instruction will be executed unless it is confirmed by the Company. 7.11 Stop Loss, Take Profit, and Limit Orders on CFD contracts Orders, will be executed at the price declared by the Client on the first current price touch or under certain market conditions, the order might not be executed at the declared price but at the next best price. Where there is technical failure either to the trading platform or financial tools or otherwise the Company reserves the right either to offer a different opening/closing price or, not to execute the Order. 7.12 Due to the unprecedented levels of volatility of the foreign exchange market a price declared by the Client may be impossible to reach and therefore Stop Loss, Take Profit, Limit Orders, on CFD contracts may be impossible to execute. The Company reserves the right not to execute the Order or to change the closing/opening price at the next best available price. 7.13 The Company has a discretionary right to close positions from the most unprofitable where the Margin is less than 5%. 7.14 The Company shall execute instruction on the earliest and in the best possible way. In the case of trading instruction the Company shall act according to its BEST EXECUTION POLICY which can be found in the Website. 7.15 The Client understands that the trading facilities provided by the platform, may be halted or suspended at any time without a prior notice due to circumstances beyond the control of the Company. In such an event, the Company, or an authorized party on its behalf, may close any open positions the Client may have (by performing a Reverse Transaction) without prior written notice being sent to the client, at fair market value reflecting, as closely as possible, the applicable markets’ exchange rates. The Client hereby waive any claims of indemnification, suits and causes of action against the Company in such event and acknowledge that such waiver is a pre-condition to the validity of this Agreement. 7.16 The Company reserves the right, provided a prior written notice to this effect has been sent to the Client, to cancel any Transaction that due to a System and/or human error, whether under the control of the Company or not, has been executed at an exchange rate which at the time of the Transaction was not the indicative and/or accurate rate of exchange for that said transaction. 7.17 The Client hereby understands and accepts that upon the receipt of any Order and/or message by the Company via the platform the Company will not be held responsible for any delay or error caused during the transmission of such Order and/or message. The Company shall also not be held responsible for any damage caused as a result of such delay or error or for, the non validity of securities or, for mistakes in the Client’s bank account balances. 7.18 The Client further understands and accepts that the Company is entitled to refuse to execute any instructions given either by the Client or by any person authorized by the Client if, in the reasonable opinion of the Company, the execution of such instructions: (i) would probably result in violation of the standard market practice of the Financial Instruments; or, The Company is not obliged to give reasons or notice as to the reasons for suspending, declining or cancelling Client’s instructions. Additionally, in the event that the Company does decide to suspend or cancel an instruction, such will not affect any obligations owed by the Client to the Company or any right of the Company against the Client or his/her assets. 7.19 Any transaction shall be considered conclusive unless the Client within 2(two) days from the conclusion of a transaction, contacts the Company either by e-mail or facsimile stating his/her objection as to the execution or, non-execution of his/her Order or, the manner in which his Order was executed. 7.20 In the case where the Client represents more than one person (for example, if these are joint account holders) then : (i) the liabilities of each such person shall be direct, joint and several; 7.21 A daily swap charge may apply to each Forex and/or CFD open position at the closing of the Company’s trading day as regard to that Forex / CFD. If such swap charge is applicable, it will either credited or debited by the clients account, depending of the nature of the position Customer holds. The amount of the Swap charge can be found in the commissions and charges list. The commission and Charges list may vary from time to time 7.22 Financial instruments that have an expiration date, if are not closed prior to the expiration date, then the Company will forcibly close them at the last available price 7.23 Where the Company acknowledges and investigates the Client’s deliberate and/or systematic attempts to use prices that do not reflect market prices due to an undetected programming error, bug, defect or glitch in our Web site software or any other reason resulting in mispricing. (generally known by the name of scalping, sniping and arbitrage), the Company is entitled to take all or any of the following countermeasures: (i) to correct the price spread provided to the Client;
[8] SETTLEMENT OF TRANSACTIONS 8.1 The Company undertakes to settle all transactions upon the execution of Clients’ orders. 8.2 Following the settlement of a trade, the Company will usually present to the Client a Trade Confirmation with respect to the trade or contract entered into by the Company with or for the Client. The Trade Confirmation shall also present details on any open position that was closed by the Company for the Client. 8.3 A statement of Account will be presented to the Client through the Platform by the Company on a monthly basis, within 5 (five) working days from the end of the previous month. Client that wish to get the abovementioned statement of account by email or mail shall apply accordingly providing all necessary details, and the abovementioned statement will be sent to his valid address within 5 working days upon the application acceptance by the Company. In case no transactions were concluded in the past month, the Client is deemed to have lost his right to be informed. Any confirmation or proof for any act or statement of account or certification issued by the Company in relation to any transaction or other matter shall be final and binding on the Client, unless the Client has any objection in relation to such statement of account or certification and the said objection is filed in writing and received by the Company within two (2) working days from the receipt or the deemed date of receipt of any statement of account or certification. 8.4 In the case where the Client is able to have an online statement for his account on a continuous basis, then the Company is considered as having fulfilled its obligations under Paragraph 8.3 and any objections of the Client shall be valid only if received by the company in writing within 2 working days from the transaction under objection.
[9] CLIENT ACCOUNTS 9.1 Any amounts deposited by the Client or, held on behalf of the Client by the Company for the purpose of the provisions of the Services, will be kept in a Client Account either in the name of the Client or of the Company’s on behalf of the Client. The Account will be opened with any bank or institution which the Company shall specify from time to time. 9.2 Upon the signing of this Agreement the Client understands and accepts that the Company shall have the authority to make any deposits and withdrawals from the Client’s Account on the Client’s behalf in order for the Company to settle transactions and/or execute Client instructions and/or pay any outstanding amounts that the Client owes to the Company or any other in the performance of the Services. 9.3 The Company may have a lien over the deposited amounts and at its discretion and without the consent of the Client may set-off any outstanding amounts owed by the Client to the Company or, to merge any accounts of the Client with the Company. Transfer of Funds to the Client’s Account 9.4 Any transfer of funds to the Client’s Account from another bank or financial institution, will be credited in the Account on the first Business Day after the funds have been received by the Company. It is noted, that due to certain cases a number of which are stated herein below, the crediting of the funds may be delayed for a period of up to three Business Days from the date of the funds’ receipt by the Company. If no such case occurs, then the Company shall inform the Client of the bank transfer within 5(five) Business Days. A number of cases that may allow the crediting of the funds to be delayed include the following: (i) temporary suspension or termination of trade on any market; 9.5 The Client agrees that any amounts transferred by the Client or on the Client’s behalf in the Bank Account, will be deposited to the Client’s trading account at the value date of the payment received by the Company and net of any charges / fees charged by the Bank Account providers or any other intermediary involved in such transaction process. The Company must be satisfied that the sender is the Client, or an authorized representative of the Client, before making any amount available to the Client’s trading account, otherwise - the Company reserves the right to refund / send back the net amount received to the remitter by the same method as received. 9.6 In the case where the Client has more than one Account with the Company under his own name, then any transfers between these Accounts will be made, subject to the Clients duly signed written request, within the same day; this means that the funds will be credited on the same day on the one Account as they will be debited in the other Account of the Client. Transfer of Funds from the Client’s Account 9.7 The Client understands and accepts that the Company has the right to set-off any amounts that the Client owes to the Company from the Client’s account without the prior consent of the Client. 9.8 The Client may also give instructions to the Company to transfer funds between various accounts of the Client with the Company or with another bank or financial institution, provided that all of these accounts are in the name of the Client. It is noted that due to certain cases as stated in 9.2 above, the transfer of the funds may be delayed for a period of up to three Business Days from the date of the funds’ receipt by the Company. If no such case occurs, then the Company shall inform the Client of the bank transfer within 5(five) Business Days. 9.9 The Company shall only debit the Client’s Account to another account held with the Company or, with a bank or financial institution which is in the name of the Client. The recipient of the funds (which must correspond to the Client’s name) shall be specified in the transfer instructions. Under no circumstances the Company will execute payment from the Client’s Account to third parties. 9.10 The Client has the right to instruct the Company to make transfers from the Client Account for trading purposes. The Client understands and accepts that s/he is fully responsible for payment details given to the Company and that the Company shall not be held responsible for the Client’s funds, if the details given by the Client are wrong. In addition, the Company shall not be held responsible for any funds that have not been directly transferred to the Client’s bank account. 9.11 The Client also understands and accepts that the Company has the right to suspend or cancel instructions for transferring funds from the Client’s Account if: (i) the Client’s instructions imply the transfer or withdrawals of funds to third parties; Withdrawals shall only be executed to the same venue used for funding the account up to the extent of the amount deposited; In the event that the transfer is suspended or cancelled, the Company is under no obligation to explain the reasons for the suspension or cancellation to the Client. 9.12 Funds available for withdrawal from the Client Account, are calculated by the Company according to those funds actually deposited by the Client, plus any funds credited minus any debited funds to the Client Account in accordance with these Terms, minus funds that guarantee the currently open positions Finally, where there are no sufficient funds in the Client account at the time when the instructions for transfer is given by the Client, then any such transfer will not be possible. 9.13 The Company may elect to grant a benefit to the Client by depositing bonus amounts in the Client’s trading account, subject to certain terms and conditions specified and publicly published for the specific promotion, as it shall be determined by the Company under its sole discretion. Such bonus amounts may not be withdrawn by Client, if the Client did not meet the relevant promotion criteria. 9.15 The Client understands and accepts to waive any right s/he might have to receive interest from the deposit of funds in an account with a bank or any financial institution and consents that the Company will receive such benefit of interest earned to cover for any registration, administrative, general or any other expense and/or interest for setting up and maintaining the said account. The Client further accepts that in no case shall the Client be allowed to such interest. Dormant Account 9.16 In case of absence of any trading activity within one year of the Client’s account, the Company reserves the right to charge a fixed payment of 10 US dollars per year in order to maintain the account assuming that the Client Account has the available funds. If the Client account is funded by less than 10 US dollars and has been inactive for a period of one year, the Company reserves the right to charge a lower amount to cover administrative expenses and close down the account. 9.17 Dormant account with a zero free balance will be closed.
[10] LIMITATION OF LIABILITY AND INDEMNITY 10.1 The Company shall not be held liable for: (i) any loss incurred by the Client including, but not limited to, a decrease in the value of the investment, consequential and other indirect losses, expense, cost or liability, regardless of how such loss was incurred, as a result of the Client’s use of the Services provided by the Company; unless such loss is caused as a result of the Company’s gross negligence, deliberate omission or fraud. 10.2 The Client acknowledges, understands and accepts that the Company acts in good faith and with due diligence and that the Client is obliged not to hold the Company responsible for all losses, expenses, costs, liabilities of any nature (including present, future or contingent or otherwise including reasonable legal fees) the Company may incur as a result of or in connection with : (i) the provisions of the Company’s services; 10.3 The Client further acknowledges, understands and accepts that any market information or other information communicated by the Company, including (but not limited to) signals and trading trends provided by the Company, does not constitute an offer to buy or sell, or, an investment strategy or, otherwise and that such, information is presented by the Company from sources believed by the Company to be reliable and for informational purposes only. Such information may be incomplete or inaccurate and the Company at any time makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information or trading recommendation furnished to the Client. 10.4 The right of indemnifications and/or compensation by the Client shall survive any termination of the Client Relationship. 10.5 The Company is a member to the Investor Compensation Fund as required by the Investment Laws and Regulations. Thus the Company’s Clients enjoy additional security of receiving compensation from the Funds, should any claims arise against the Company as a result of its failure to fulfil its obligations, the Agreement or from wrongdoing. By accepting these Terms and Conditions the Client also accepts the provisions of the “INVESTOR COMPENSATION FUND” which can be found on the Website.
[11] COMPANY FEES 11.1 The Company maintains a COMMISSIONS & CHARGES LIST in which all related fees and expenses that the Company charges for undertaking and executing any of the Services provided, including (but not limited to) commission, financing fees and other costs, as it appears in the Website, which is an integral part of this Agreement that shows the fees and expenses that the Company charges for undertaking and executing any of the Services provided. 11.2 Any fees shall be paid to the Company by the Client immediately upon request. If the Client does not pay any due fees upon request the Company retains the right to debit the Client’s account with any VAT (Value Added Tax), contribution or charge. Taxes payable by the Company in relation to profits or income are excluded. 11.3 For any amounts due to the Company the Company shall have a lien over any deposited amounts in the Client’s accounts stated in section 9 (nine) above and, on the Client’s statements of Financial Instruments. No consent will be required to be obtained prior to the exercise of such right but, the Company shall serve notice to the Client stating the Company’s intention. The notice shall also state a specific timeframe at the end of which the Company shall exercise the said right and therefore, giving time to the Client to fulfil his/her obligations. Should the Client fail to pay any outstanding amounts to the Company by the end of the timeframe stated on the notice, then the Company will be entitled to debit the accounts as stated herein in order to cover for the outstanding amounts in addition to any privilege granted by this agreement and the law. 11.4 By accepting this agreement the Client confirms that s/he has accepted the information appeared in the abovementioned “Commissions & charges List”. The Company reserves the right to amend at discretion all such commissions, costs and financing fees and such amendments will be available on the main website which the Client must review during the period the Client is dealing with the Company, and especially before placing any orders to the Company.
[12] CONFIDENTIALITY 12.1 All personal data shall be treated as confidential and handled as prescribed in the applicable Laws and Regulations for the protection of such data. 12.2 Neither party shall disclose any information relating to the business, investments, finances or generally any confidential matters, which may come to either party’s possession upon execution or, as a result of the execution of this Agreement. Such an obligation shall not apply where it is otherwise expressly provided in this Agreement and/or where such is imposed by the applicable legislation, Laws, Regulations and Directives in force. 12.3 The Company has the right to disclose information on the Client’s transactions or such other information as it may be required by law, rule or regulatory authority or in order to comply with any obligation of the Company requiring the Company to proceed with such a disclosure. 12.4 By accepting these Terms the Client also accepts the Confidentiality clause that appears on the main page of the Website, which forms an integral part to this Agreement. The Website, Software (including the platform) and Documentation contain material that is protected by international copyright, trade secrets and trademark laws, and by applicable international treaty provisions as stated in the Trademarks and Copyright which can be found in the Website which is an integral part of this Agreement. All rights not granted to The Client herein are expressly reserved by the Company, or its applicable licensors, suppliers or partners. The Client is not allowed to remove any proprietary notice of the Company from any copy of the Software or Documentation. 12.5 The Company may provide links to other sites that are controlled or offered by third parties. The Client shall make sure s/he understand the risks involved in using those site(s) before retrieving, using, relying upon or purchasing anything via the Internet. Links to these web sites are provided solely for The Client’s convenience, and The Client agree that under no circumstances will s/he hold the Company liable for any loss or damage caused by the use of, or reliance on, any content, goods or services available on other sites.
[13] THE COMPANY-CLIENT RELATIONSHIP 13.1 Upon the execution of orders and completion of transactions the Company reserves the right to employ, use or appoint third parties who are qualified and trained to undertake such transactions. 13.2 The Company shall act with integrity and fairness with its Clients and counterparties and shall adopt a CONFLICTS OF INTEREST POLICY as it appears in the Website in order to resolve any possible conflicts of interest that may arise either between the Company and the Clients or between, the Company’s counterparties and/or employees and/the Clients or between the Clients.
14.1 The Company reserves the right to instruct and/or appoint a Counterparty at the Company’s discretion in order to give effect to the Client’s Instructions and Orders. 14.2 The Company shall not be responsible for any errors, omissions committed by such Counterparties unless it is proven that the Company has not acted with sufficient care when selecting these Counterparties.
[15] TERM AND TERMINATION 15.1 This Agreement is valid and effective from the first time the Client Account is funded subject to the Company final approval, provided that the Company has communicated to the Client its written confirmation. The term of this Agreement shall be for an indefinite period until it is terminated as per the provisions this paragraph as set below. 15.2 Either party has the right to terminate this Agreement by giving written notice to the other party of at least 8 (eight) days. In case of Client Termination, the first day of the notice shall be the date such notice has been received by the Company. 15.3 Termination shall not affect any accrued rights and existing commitments or obligations of the Client. In case of termination the Client shall pay: (i) any expenses incurred or will be incurred by the Company due to the termination of this Agreement; 15.4 The Company has the right to terminate this Agreement immediately upon the occurrence of an Event of Default. For the purposes of this section an Event of Default shall occur in the following cases: (i) the death of the Client; 15.5 If and when an event expressed in section 15.4(vi) above occurs, prior to terminating the Agreement, the Company reserves the right to reverse any or all previous transactions taken by the Client that the Company believes that put its interests at risk. 15.6 On termination, the Company and the Client undertake to complete all transactions already entered-into and the Terms shall continue to bind both parties in relation to these transactions. Should all transactions be completed the Company shall return to the Client all of the Client’s assets in the Company’s possession. Prior to the return of such assets, the Company reserves the right to deduct all amounts that are due to it or that are necessary to close any pending obligations of the Client.
[16] AMENDMENTS
16.1 The Agreement may be amended in the following cases: i. By the Company if an amendment is necessary following an amendment of the law or if CySEC or the Central Bank of Cyprus or any other authority issued decisions which affect the Agreement. In any such case, the Company shall notify the Client of the said amendment either in writing or through its webpage and the Client’s consent shall not be required for any such amendment.
[17] ASSIGNMENT
17.1 The Client does not have the right to assign or, transfer the rights and/or obligation conferred hereunder to any third party. 17.2 The Company reserves the right to assign and/or transfer to any person, firm or corporation or otherwise its rights and/or obligations that arise or will arise under this Agreement.
[18] NOTICES
18.1 Any notice, instruction, request, authorization or other communication required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon receipt, if such notice, instruction, request, authorization or other communication is addressed to the Company at the address set forth on the first page of this Agreement, or as subsequently modified by written notice. 18.2 The Company shall have the right to change the method of communication should the Company requires so.
[19] GOVERNING LAW AND JURISDICTION
19.1 The Company-Client relationship and the terms of this Agreement shall be construed in accordance with the Laws of Cyprus. 19.2 The parties agree that the District Court of the district in which the Company’s headquarters are located shall have exclusive jurisdiction and be the sole venue in disputes arising under this Agreement. 19.3 This clause shall survive termination of this Agreement.
[20] MISCELLANEOUS
20.1 Operation Hours: the Company’s operation hours for placing orders and/or for 20.2 Communications Recording: The Client understands and accepts that all 20.3 Marketing and Promotions: The Company reserves the right to register and 20.4 Entire Agreement: This Agreement between the Client and the Company
[21] METATRADER 4 DISCLAIMER: The following additional terms apply to clients utilizing the company's MT4 Platform and/or MT4 Multi Account Manager (the "Program"). If the client utilizes the Program, the client agrees to the additional terms set forth hereinafter (the "Additional Terms") and the client authorizes the company to act accordingly. These Additional Terms apply in addition to the general terms and conditions set out above. If there is a conflict between these Additional Terms and the general terms and conditions set out above, the provisions of these Additional Terms shall prevail. a. The Client wishes to utilize the Program to execute trades and to direct trade orders and trade details to the Company. The Company will allow the client to insert an Expert Advisor onto the program, for automated trading, however the Company will not provide the client with Expert Advisor. It is the clients choice to find it and use it at his own risk. b. The Client fully understands and agrees that the trade details are generated by the Program and not by the Company and that the Company's responsibility is to use commercially reasonable efforts to enter orders pursuant to the trade orders and trade details generated by the Program and as received by the Company. The Client acknowledges and agrees that the Client have made inquiries and conducted research into the Program sufficient to make an informed investment decision. The Company cannot imply or guarantee that the Client will make any profit from the Program and the Client agree that the Company will not be held responsible for the Program's performance or trading losses incurred in the Client’s account as a result c. The Company will enter trade orders for the Client’s account in accordance with the trade orders and trade details generated by the Program. The Client understands and acknowledges that the Client’s trading access through the Program will be provided by the program provider and not by the Company. d. If more than one client of the company is using the same system or service on the Program, The Client acknowledge that the Company may enter block orders to enhance order execution, in which case a fair and systematic fill allocation method will be employed. The Client understand and acknowledge that the Company will only be responsible for using its commercially reasonable efforts to execute, in a timely fashion, the trade orders and trade details generated by the Program. e. The Company shall not be responsible for any error or malfunction of the Program, mechanical or communication line failure, system errors, data failure or any other causes beyond its control. The Client understands and acknowledges that the Company can accept and execute orders only if actually received or generated and then on a "not held" basis (i.e. the Company shall not be held responsible for the execution of the order at the price indicated by the Program or otherwise). f. The Client acknowledge that the Client have had the opportunity to ask questions as to how the Client’s account will be handled and understand and acknowledge that the Client have not purchased the Program from the Company. The Client understands and acknowledges that there is no trading system or recommendation service, including the Program, which is free from the risk of loss. The Company does not imply or guarantee that the Client will make any profit and the Client acknowledge and agree that neither the Company nor any of its officers, directors, employees, consultants, agents or affiliates will be held responsible for the performance of the Program or trading losses in the Client’s account. g. The Company may act upon the authority given by this MT4 disclaimer until the Client revoke the authority by written notice addressed and actually delivered to the Company, in accordance with the instructions and details on the abovementioned terms and conditions. The Company may also terminate the authorization over the Program at any time for any reason at its sole discretion and, in such instance, will provide the Client with written notice. The Client acknowledge and agree that the Client shall be responsible for any open lots in the Client’s account at the time the Client’s authorization over the Program is terminated. The Client acknowledge and agree that the Client shall permit the Company to execute offsetting orders for any open lots in the Client’s account at the time the Client’s authorization over the Program is terminated. h. The Client acknowledge and agree that, in the absence of willful or wanton misconduct, neither the Company nor any of its officers, directors, employees, consultants, agents or affiliates will be held liable for any act or omission in the course of or in connection with the Clients participation in the Program. The Client acknowledge and agree that the Client shall indemnify the Company, its principals, officers, directors, employees, agents, successor and/or assign from all losses and/or liability (including reasonable attorney's and/or accountant's fees) incurred or resulting from this letter of direction to utilize the Program, provided that there has been no judicial determination that such liability was the result of gross negligence or recklessness or intentional misconduct by the Company, and further provided that the conduct that was the basis for such liability was not undertaken in the actual and reasonable belief that it was in the best interest of the Client’s account.
The Client declares that: i. S/He is over 18 and to the best of his knowledge and belief, the information provided in Investor’s Questionnaire, and any other documentation supplied in connection with the application form, is correct, complete and not misleading and he will inform the Company of any changes to the details or information entered in the Investor’s Questionnaire.
Made today ………………………….., of year ……………..
Signatures
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