Terms and Conditions
We offer services for the trading of financial derivative contracts. Our contracts are traded using margin or leverage, which is a high-risk trading strategy for your money. Your earnings or losses from the contract you enter into with us could exceed the amount of your investment or down payment, and the price of the agreement could vary quickly. If you do not have enough cash on hand to cover your margin obligations, we reserve the right to instantly and abruptly liquidate any active positions. Please read the Risk Warning Notice carefully to understand the risks of trading on a margin or leverage basis Engaging in our contract dealings is only recommended if you comprehend the dangers associated with margin trading. This form of trading may not be appropriate for all individuals.”
A. THE SCOPE OF THIS AGREEMENT
1.1 These General Terms are part of the agreement between 1X Capital Global Markets, Inc. (“GGMI”, “we”, “us” or “our”) and its client (“you” or “yourself”) which governs our trading services and all transactions we conduct with you.
1.2 We are authorized and regulated in the Cayman Islands by the Cayman Islands Monetary Authority (“CIMA”) pursuant to the Securities Investment Business Law (as amended) of the Cayman Islands with Securities Investment Business Licence number 27039. CIMA regulates the conduct of our securities investment business. Our registered office is located at Walstar Corporate Limited, Cayman Corporate Centre,18 Post office Road, George Town, Grand Cayman KY1-9008, Cayman Islands.
1.3 The agreement between us relating to our trading services consists of the following documents:
• Application Form;
• These General Terms (excluding Annexes thereto);
• the Supplemental Terms for the relevant product. Together these documents, as amended from time to time in accordance with clause 30, are referred to as the “Agreement”.
1.4 “This Agreement overrides all prior terms, conditions, and amendments and becomes effective either on the designated date or when we confirm acceptance.”
1.5 Each Product we offer is subject to its Supplemental Terms. Should there be any conflict between these General Terms and the Supplemental Terms, the Supplemental Terms will prevail.
1.6 Other materials which explain the basis upon which we trade with you but are not part of the Agreement include:
“The Market Information, found on the Trading Platform, offers commercial specifics for each Market, including Market Hours, Margin Factors, and other dealing necessities. Should you choose to utilize a third-party application like MetaTrader, supplementary information for such applications found on the Website will complement the Market Information. We reserve the right to modify the Market Information as needed, and updated versions will be accessible to you on the Trading Platform.”
our Website – including our Trading Platform via which you will trade with us; and
our notices and policies – the Risk Warning Notice, our Trade and Order Execution Policy, our Conflicts of Interest Policy and any notices with respect to third- party trading platforms (together “Notices and Policies”). These are located in the Annexes to the General Terms. We may make changes to our Notices and Policies from time to time, and will make current versions of our Notices and Policies available to you on our Website.
1.7 Kindly review the Contract and Notices thoroughly and raise any uncertainties with us. All relevant terms of our trading services and trades entered into with us are outlined in this Contract, unless otherwise agreed in writing. The trades conducted under this Contract are legally binding and enforceable. Your acceptance of the Contract is confirmed upon signing the Application Form or submitting the application through our website or mobile app. Upon opening an account with us, you will be bound by the terms of this Contract in all transactions.
1.8 Words and expressions have the meanings set out in the Definitions at clause 34. References to clauses are to clauses in these General Terms unless stated otherwise.
1.9 You may communicate with us in writing, including through email or other electronic methods, or orally via telephone, unless otherwise specified in the Agreement. Communication features like email, chat, text, and instant messaging may be available to you for added convenience. However, in accordance with clause 4.1, these features must not be used to request transactions, send financial instructions, or any other communication that requires written authorization. We are not liable for any loss or damage if requests are not accepted or processed. You are expected to comply with relevant laws and regulations when using these features, and refrain from transmitting inappropriate content, such as obscene, defamatory, harassing, or fraudulent information.
1.10 The preferred language for communication is English, and all documents and information from us will be in English. Upon opening an account with us, you agree to receive trading services in English and be bound by the English terms of this Agreement. Local language support may be provided at our discretion. If documents are translated into another language, it is solely for informational purposes and the English version takes precedence.
2. General Information
2.1 Our trading service is an electronic service and you specifically consent to the receipt of documents in electronic form via email, our Website or other electronic means. We will not send a paper form of any communication sent to you unless required. We reserve the right to charge for documents in a paper form.
2.2 You affirm that you have regular internet access and give your consent for us to furnish you with information regarding our company and services (including Market Information), costs and fees, and Notices and Policies via email or by publishing the information on our website or trading platform.
2.3 Unless we notify you and you agree otherwise, we will classify you as a Private Client for the purpose of CIMA Rules. In certain circumstances we may wish to re-categorize you, but if we do so we will explain clearly why we are doing this and the effect this will have on your rights. Your express consent to this re-categorization will be required.
2.4 We will deal with you as principal and not as an agent on your behalf. This means that any Trades are agreed directly between you and us and we will be the counterparty to all of your Trades.
2. Unless explicitly agreed upon in writing, all transactions with us will be conducted directly by you and not as an intermediary for someone else. You are prohibited from allowing any third party to trade on your behalf unless we give our approval for that individual (referred to as the “Agent”) to act on your behalf. We are entitled to trust any instructions from the Agent regarding your account. We reserve the right to request proof of the Agent’s authority to act on your behalf at any time we deem reasonable.
2.6 We do not provide investment advice and operate on an execution-only basis. Our employees are not authorized to give you investment advice and are in compliance with CIMA rules. Any proposed trades, trading strategies or communications from us should not be viewed as investment recommendations or advice, or an endorsement of the suitability of a trade for you or your financial goals. You are solely responsible for making investment decisions for your account and should seek independent investment or tax advice if needed
2.7 You will not have any rights of ownership, delivery or otherwise in any Underlying Instrument as a result of a Trade with us. We will not transfer any Underlying Instrument or any rights (such as voting rights or delivery obligations) in it to you.
B. DEALING WITH US
3. Your Account
3.1 After we have accepted your Application Form we will open your Account. We may open different Accounts for you (including different Accounts for different Product types). Depending on your knowledge, experience and types of Trades, certain Account types and features may or may not be available to you. When we open an Account for you we will inform you of the type Account opened. We reserve the right to refuse to open an Account for any reason. Furthermore, we may change the features and criteria of our Accounts at any time by notifying you of the change whether on our Website, Trading Platform, via email or otherwise. Except as otherwise set forth herein (including to the extent provided for in clause 3.8 and the definition of “Portfolio Data Delivery Date” in clause 34) these General Terms will apply separately to each Account which we open for you. This implies that each account will have its own distinct Cash balance, Net Equity, Trading Resource, Total Margin, and Margin Close-out Level. In the event of a default, the trades and open positions for each account will be handled independently and distinct from the trades and open positions of all other accounts.”. An Open Position which is booked in one Account cannot be transferred to another Account except by closing that Open Position and entering into a new Trade to create an Open Position in the other Account. Notwithstanding the foregoing and subject to applicable laws, if you have more than one Account, we shall be entitled in our discretion (but shall not be obliged) without notice to set off any available Cash balance, Net Equity, Trading Resource or other funds in one of your Accounts against any of your liability to us (including discharging Margin requirements or liabilities in one or more of your other Accounts) even if the exercise of such set off may result in the closure of open positions in any Account from which funds are transferred.
3.2 We are obliged by CIMA Rules to ensure that you understand the risks that you are exposing yourself to. In order to do so we need to obtain information about your relevant investment knowledge and experience so that we can assess whether a service or Product is appropriate for you; and if it is not to give you a suitable warning. If you choose not to provide us with the information we request or if you provide insufficient information we will not be able to determine whether the service or Product is appropriate for you. In these circumstances we shall give you a suitable warning and we may not be able to open an Account for you. Please note that we are not obliged to assess or ensure the suitability of any Trade you place.
3.3 We may also be required to obtain certain information about your other investment activities in order to ascertain your status for the purposes of regulations which apply to trading in over-the-counter derivatives.
3.4 You undertake that any information you provide to us is correct. You must immediately inform us of any material change to the information provided to us on your Application Form or by any other means, including any change to your contact details or financial status or any of the information referred to in clause 3.2.
3.5 For each Account that we open for you, we will provide you with a unique Account number and/or Username, as applicable, and will require such other Security Information as we consider appropriate:
3.5.1 it is your responsibility to keep your Security Information (including your Account number and/or Username, as applicable) confidential;
3.5.2 you agree that you will not disclose your Account number and/or Username, as applicable, or any other Security Information to any other person;
3.5.3 we may agree separate Security Information with your Agent or any joint Account holders; and
3.5.4 When you deal with us or give us an instruction, we will require details of your Security Information, including your Account number (or in the event your Agent deals with us, your Agent’s Account number) and/or Username as applicable.
3.6 Except where otherwise provided in this clause 5, you are responsible for paying any Losses, fees or charges arising from Trades entered into or instructions given using your Account number and/or Username, as applicable, and Security Information. You will not be responsible for Losses where it can be shown that such Losses result from a person gaining access to our Trading Platform by abuse of our system except where such access results from your failure to comply with clause 3.4 or 26.5. If you fail to comply with these clauses then you will be liable for the resulting loss.
3.7 If you open an Account jointly in the name of yourself and others, then:
3.7.1 We may act on instructions from either you or any other person in whose name the Account is opened (each a “Joint Account Holder”), including instructions to trade. In certain circumstances we may require instructions from all Joint Account Holders;
3.7.2 we may give any notice or communication to either you or another Joint Account Holder;
3.7.3 all Joint Account Holders shall be jointly and severally liable for Losses, fees or charges arising on a joint Account. Among other things, this means that any monies owed on the relevant Account shall be payable in full by you or any of the other Joint Account Holders; and
3.7.4 if you or any other Joint Account Holder dies, we may take instructions from and pay any balance to the survivor(s).
3.8 We may notify you that your accounts will be considered linked accounts. For the calculation of your Margin Level, Total Margin, or other purposes as outlined in this agreement, these linked accounts may be combined.
3.9 Your trading account will be established in a designated base currency, as indicated on the trading platform. Only funds in that specific currency are accepted by us. While some trades may be conducted in other currencies for certain markets, the resulting open positions will either be valued or converted to the base currency, as per clause 18 or the applicable supplemental terms.
3.10 Credit/debit transactions, including daily financing fees, deposits, and withdrawals, will all be recorded in your account. You are solely responsible for keeping track of your open positions and all account activity, as we are not required to monitor or provide you with advice regarding the impact of trades, orders, or open positions. You can access information about your account by logging into the trading platform or contacting the client management team..
4. Instructions and Basis of Dealing
4.1 You have the option to submit an order through the trading platform or as instructed in writing by us. If you opt for the latter, it will be in accordance with the information specified by us at the time.
4.1.1 when you do so you are offering to enter into a Trade with us at the price we quote (or within your specified Price Tolerance if applicable to your Account) when you complete all obligatory fields and click the relevant icon; and
4.1.2 When we receive your Order we will provide you with an electronic acknowledgement of receipt but you and we will be bound by a Trade only when details of the Trade are reported as executed on the Trading Platform. If you do not see details of the executed Trade on the Trading Platform, please call us immediately to confirm the status of the Trade.
4.2 We may accept Orders by telephone. In the event you place an Order by telephone:
4.2.1 Your oral instruction to Trade will constitute an offer to enter into a Trade at the price we quote. Trades placed by telephone will only be accepted at the current Our Price;
4.2.2 You can place an Order by telephone only by talking directly to an authorized person. We will not accept an Order left with other employees, on an answering machine or on a voice mail facility;
4.2.3 You and we will be bound by a Trade only when our authorized person confirms that the offer has been accepted. After we execute the Trade we will send you a contract note as described in clause 12.
4.3 You may place an electronic Order on the Trading Platform at any time or you may place a telephone Order with an authorized dealer during our Trading Hours. Trades will only be processed during the intersection of our trading hours and the market hours for the specific market. The market hours are subject to change and can be found in the Market Information.
4.4 Prices quoted by us (whether by telephone, the Trading Platform or otherwise) do not constitute a contractual offer to enter into a Trade at the price quoted or at all. We reserve the right to refuse to enter into any Trade. Such situations include but are not limited to, when:
4.4.1 Trades are placed outside of the Market Hours (clause 4.3);
4.4.2 Trades are individually or in the aggregate larger than the maximum Quantity or smaller than the minimum Quantity we set for the Market (clause 4.6);
4.4.3 Our Price has moved unfavorably in excess of the specified Price Tolerance (if applicable to your Account) (clause 5.6);
4.4.4 your Trading Resource is insufficient to fund the proposed Trade (clause 10);
4.4.5 entry into the Trade would cause you to exceed the maximum Total Margin, if any, applied to your Account (clause 10);
4.4.6 Our Price or the Trade derives from a Manifest Error (clause 14);
4.4.7 Events Outside Our Control or Market Disruption Events have occurred (clause 15);
4.4.8 any amount you owe us has not been paid (clause 16); and
4.4.9 We believe the Trade would be in breach of this Agreement or any legal or regulatory requirement applicable to you or us.
4.5 If we accept a Trade before becoming aware of any of the events described in clauses 4.4.1 to 4.4.9, we may in our sole discretion treat the Trade as void or close the Open Position at Our Price prevailing at the time we close the Open Position. If we choose to maintain the Open Position, you will be liable for the full value of the Trade when it is closed.
4.6 We may set minimum and maximum Quantities for opening and/or closing Trades in each Market and different minimum and maximum Quantities for Trades placed on the Trading Platform or by telephone. Minimum and maximum Quantities (if any) are stated in the Market Information. Trades to close an Open Position are subject to the minimum and maximum Quantity valid at the time that the closing Trade is executed. It may not be possible for us to carry out trades that are larger or smaller than the specified maximum or minimum quantity. If you want to execute a trade that exceeds this limit, you may ask for a quote. When a trade is executed through multiple transactions at different prices, separate fees and commission will be applied to each individual transaction. If multiple Trade instructions are placed or triggered, which in aggregate exceed our maximum Quantity for the relevant Market, we may in our sole discretion take any of the following action: (a) refuse to enter into all or some of the Trades; (b) partially fill your Trades and/or (c) increase the margin rate changed on the positions you hold in the relevant market. We may vary the minimum and maximum Quantity from time to time and new minimum and maximum Quantities will be effective at the time of publication.
4.7 Subject to our right to refuse to enter into any Trade pursuant to clause 4.4, we will use our reasonable endeavors to execute a Trade within a reasonable time after we receive it or after the conditions for an Order are fulfilled.
4.8 Where your Open Position is larger than our maximum Quantity and you have not closed it before its expiry date, we may roll over the Open Position rather than settle it.
5. Our Price
5. During market operating times, we will provide two prices for the market: a higher price (the “Offer Price”) and a lower price (the “Bid Price”). These prices are collectively referred to as the “Our Price” for the market. Our Price is determined based on the cost of the underlying instrument, which is obtained from exchanges or trading facilities that we choose. When the relevant exchange is closed or no exchange is available, Our Price will reflect what we believe the market price of the underlying instrument is at that time. We have complete discretion over the calculation of Our Price and any changes made are immediately effective. If Our Price is not available on the trading platform during market hours, you can contact Client Management for a quote.
5.2 We will accept a Trade only on the basis of our current Price. You may not be able to enter into Trades at Our Price where Our Price is described as “indication only” or “indicative” or “invalid” (or words or messages to the same effect).
5.3 We provide quotes for Our Prices on a best efforts basis. If a Market Disruption Event or an Event Outside of Our Control occurs we may not be able to provide a quote for Our Price or execute Trades during Market Hours.
5.4 Our Bid Price and Our Offer Price are referred to as “Our Price” for a Market, with the difference between them known as “Our Spread.” For specific Products, Our Spread may include a fee or commission for us. Some Markets experience frequent fluctuations in Our Spread, with no restriction on the extent of these changes. Keep in mind that when closing a Trade, Our Spread may differ from when the Trade was initiated, even in Markets where Our Spread is set.
5.5 Unless otherwise stated in the relevant Supplemental Terms, we will provide you with best execution as required by the CIMA Rules. Please read our Trade and Order Execution Policy which sets out the basis upon which we seek to provide best execution.
5.6 If your Account has Price Tolerance, Markets where Price Tolerance applies will be set out in the Market Information. Price Tolerance will only apply to instructions to Trade for immediate execution. Where applicable, you may change the Price Tolerance via the Trading Platform before you place a Trade. If, before we have executed your Trade, Our Price moves unfavorably away from our quoted price but remains within the specified Price Tolerance, your Trade will be executed at the current Our Price. If, before we have executed your Trade, Our Price moves in your favor (irrespective of the specified Price Tolerance), we will execute the Trade at the current Our Price.
6. Closing Trades
6.1 If you have an Account with hedging enabled, you can close an open Trade by selecting that specific trade and closing it. If you open an opposing Trade in the same market for the same quantity, both the original Trade and the opposing Trade will be displayed as open and you will also see the legally binding net position where those Trades offset each other.
6.2 If you have an Account without hedging enabled, you can close an open Trade either by selecting that Trade and closing it, or by opening a Trade in the opposing direction.
6.3 For some Accounts, if you enter into a closing Trade in the same Market with a greater Quantity but in the same expiry as the Open Position it offsets, then the original Open Position will be closed and a new Open Position will be created for the Quantity by which the new Trade exceeds the original Open Position.
6.4 You generally have the option to close an Open Position during Market Hours, but we have the right to reject any Trade as per clause 4.4. This could result in your inability to close the Open Position and potential for unlimited losses until you are able to do so. In case of mistakenly closing an Open Position and promptly reporting it to us, we may, at our discretion and as a goodwill gesture, allow you to re-open a new position equivalent to the original, which will be reported to relevant regulatory authorities as normal.
6.5 Unless Open Positions are closed in accordance with this clause 6, rolled over in accordance with clause 7, or are terminated, voided or otherwise closed in accordance with this Agreement, they will remain open until their expiry (if they have an expiry date or event) or will remain open indefinitely if they do not. On the expiry date (or event, if such expiration is dependent upon an event) the Open Position will be closed and settled at Our Price at the time the Open Position is closed.
6.6 Where we exercise our rights in accordance with this Agreement to close any of your Open Positions, we will do so at a time and date determined by us in our reasonable discretion.
7.1 At your request, we may roll over Open Positions. A contract note detailing the terms of the new position will be provided, as outlined in section 12.
7. “When rolling over an Open Position, the initial position will be terminated and must be settled based on Our Price at the moment of closure. A new trade will be executed to establish a fresh Open Position in the relevant market. The deadlines for rolling over Open Positions are outlined in the Market Information. You will receive a contract note regarding the trade establishing the new Open Position, as per clause 12.”
8.1 The range of different Order types which we accept shall be decided by us in our absolute discretion. Certain types of Orders, such as Guaranteed Stop Loss Orders, may only be available for a limited range of Markets.
8.2 The types of Orders we accept and which types of Orders attach to specific Open Positions or other Orders (“Attached Orders”) are detailed on our Trading Platform. It is your responsibility to understand the features of an Order 5 Last Updated June 10, 2021 and how the Order will operate before you place it. Before you place an Order for the first time, we recommend that you read the trading examples on our Website so that you fully understand the features of the Order type.
8.3 We endeavor to fill Orders at the first Our Price reasonably available to us after the price specified is reached or at the occurrence of the event or condition specified in the Order. However, we may not be able to execute Orders if there is an Event Outside of Our Control in relation to an Underlying Instrument. For all Orders other than Guaranteed Stop Loss Orders, we may not be able to execute your Order at the price level you specify. We will endeavor to execute your Order at Our Price nearest to your specified price.
8.4 We reserve the right to establish a minimum price range between the current market price and the prices or levels of Stop Orders, Guaranteed Stop Loss Orders, and Limit Orders. Orders that fall below this minimum range may not be accepted.
8.5 Orders will be “Good until Canceled” (“GTC”) unless you specify at the time of placing the relevant Order that it is only “Good for the Day” (“GFD”) or “Good for the Time” (“GFT”). Unless an Order is canceled or ceases to have effect, we will regard it as valid and execute it when Our Price reaches the price you specify or the specified event or condition occurs.
8.6 You can only cancel or amend an Order if we have not acted upon it. You may, with our consent (which will not be unreasonably withheld), cancel or amend an Order at any time before we act upon it. Changes to Orders may be made on the Trading Platform or by calling Client Management.
8.7 When you place an Order to close an Open Position (a “Closing Order”):
8.7.1 if you close the Open Position before the Closing Order is executed, we will treat this as an instruction to cancel the Closing Order; and
8.7.2 If you close only a portion of the Open Position before the Closing Order is executed, we will treat the Order as an Order to close only the portion of the Open Position that remains open.
8.8 We provide Guaranteed Stop Loss Orders for select Markets. These Markets include:
8.8.1 The market Information states if a Guaranteed Stop Loss Order is available;
8.8.2 We may charge a premium payment for each Guaranteed Stop Loss Order. The rate or price of this payment is stated in the Market Information;
8.8.3 we will accept your Guaranteed Stop Loss Order only during Market Hours;
8.8.4 we will execute a Guaranteed Stop Loss Order at the price you specify, when that price level is reached; and
8.8.5 We may make available and set minimum and maximum Quantities for Guaranteed Stop Loss Orders which are different from the minimum and maximum Quantities which apply to other types of Order. Note that Guaranteed Stop Loss Orders may not be available if you elect to use a third party hosting or trading application.
9. Our Charges
9.1 Depending on the Market concerned, we may:
9.1.1 include an element of profit for us in Our Spread;
9.1.2 charge commission;
9.1.3 charge monthly data fees on an account where there is no trading activity for a period of time;
9.1.4 impose a Daily Financing Fee on your Open Positions;
9.1.5 charge premiums for Guaranteed Stop Loss Orders; and/or
9.1.6 charges a premium for converting Realized Profits and Losses, adjustments, fees and charges that are denominated in another currency back to the base currency of your account before applying them to your Account. You can obtain information regarding these fees and other charges related to your account through our website or by contacting Client Management.
9.2 We may from time to time share a proportion of Our Spread, commissions and other Account fees with other persons including (without limitation) Introducers. “We may receive compensation for certain foreign exchange dealings in accordance with clause 18.”
9.3 We do not currently receive a share of commission or similar payments from other persons in connection with any Trade under this Agreement. If this changes we will inform you.
9.4 We may pass on to you charges which we may from time to time incur in borrowing stock in the external market to hedge a Short Position which you have opened with us. These charges will fluctuate depending on market conditions and the scarcity of the stock concerned. We will advise you of any such charges at the time they are incurred or as soon as possible after we become aware that they have been incurred, whether in the Market Information or otherwise.
10. Margin Requirement
10.1 Before you place a Trade which creates an Open Position you must ensure that your Trading Resource is sufficient to cover the Margin Requirement in respect of that Open Position. “In the event that your available trading resources fall short of the margin requirement for the open position you intend to establish, your trade may be declined. The Margin Requirement must be maintained at all times until the Open Position is closed and may increase or decrease at any time until the Open Position is closed.
10.2 The Margin Requirement for an Open Position is calculated using the Margin Factor for the relevant Market. Margin Factors may be expressed as a percentage, number or other form applicable to the nature of the Market. The Margin Requirement may increase or decrease at any time until the Open Position is closed.
10.3 Margin Factors for each Market are stated in the Market Information. Unless otherwise stated in our Notices and Policies with respect to third party trading platforms, Margin Factors change as set forth in this clause 10.03. Modifications to the margin factor will result in an increase or decrease of your margin requirement. For margin factors expressed as a percentage and open positions subject to order-aware margining, the margin requirement may fluctuate as the market price changes. Margin Requirement may also be affected by changes in the exchange rate between the Base Currency and the currency of any Open Position.
10.4 Non-standard Margin Requirements may apply for the following:
10.4.1 for certain Markets derived from options or options-related financial instruments;
10.4.2 when you are holding positions in two or more Markets in the same Underlying Instrument;
10.4.3 Trades which have an attached Stop Loss Order in Markets where Orders Aware Margining is available (clause 10.6);
10.4.4 when a Margin Multiplier is applied (clause 10.7); and
10.4.5 when the Quantity of a Trade is greater than our maximum Quantity (clause 4.6).
10.5 We reserve the right to change the way in which we calculate Margin Requirements at any time.
10.6 Orders Aware Margining offers the potential to reduce the Margin Requirement for Open Positions in certain Markets which are subject to a Stop Loss Order or a Guaranteed Stop Loss Order. Orders Aware Margining is available for a limited range of Markets and details of its availability is provided in the Market Information.
10.7 We may apply a Margin Multiplier to all Open Positions placed in your Account or to a specific Open Position. The application of a Margin Multiplier or any change in a Margin Multiplier will result in a change to the Margin Requirement for any Open Positions for the relevant Markets.
10.8 We may alter Margin Factors, Margin Multipliers and Margin Requirements at any time and any change will become effective immediately. “It is incumbent upon you to stay informed of the latest margin factors, multiplier, and requirement relevant to your account and open positions.”
10.9 We may notify you of an alteration to the Margin Factors, Margin Multiplier and Margin Requirement by any of the following means: post, telephone, fax, email, text message or By announcing the increase on our website or trading platform.
10.10 The total margin in your account will be calculated as the sum of all margin requirements.. We may set a maximum figure for your Total Margin which will act as a limit on the amount of funds we hold as the Margin Requirement. If we set a maximum Total Margin we will inform you.
11. Margin Close Out Level
11.1 “In such cases, we may take actions such as abruptly closing some or all of your open positions without prior notice, or declining to execute new trades until your margin level surpasses the margin close-out level. Monitoring your account and ensuring that your margin level remains above the margin close-out level is your responsibility. We will liquidate your open positions based on the prevailing market price at the time of closure.
11.2 We may but are not obliged to contact you before we take any action under clause 11.1.
11.3 The Margin Close Out Level applicable to your Account will be equal to the Margin Requirement applicable to your Account unless we alter your Margin Close Out Level. We may alter the Margin Close Out Level applicable to your Account at any time.
11.4 We will be entitled to notify you of an alteration to your Margin Close Out Level by any of the following means: post, telephone, fax, email, text message or by posting notice of the increase on our Website or Trading Platform.
11.5 The Margin Close Out Level is designed to help limit the extent of your trading Losses. We do not however guarantee that your Open Positions will be closed when the Margin Level for your Account reaches the Margin Close Out Level or that your Losses will be limited to the amount of funds you have deposited in your Account.
12. Statements, Contract Notes and Portfolio Reconciliation
12.1 Periodic statements, including statements of your Cash, Open Positions and any charges made to your Account will be made available to you on the Trading Platform.
12.2 Other than on your specific request, contract notes and statements will be sent to you by email or by being made available through the Trading Platform. We reserve the right to charge for contract notes and statements sent to you in a paper form.
12.3 Subject to the other provisions of this clause 12, it is your responsibility to review all statements received to ensure that they are accurate. If you believe that a statement received by you is incorrect, because it refers to a Trade which you have not placed or for any other reason, you must tell us immediately. Statements will, in the absence of a Manifest Error, be conclusive and binding unless we receive an objection from you in writing within 48 hours of receipt or we notify you of an error in the statement in the same period.
12.4 A contract note in respect of each Trade that we execute on your behalf, including any new Trade entered into when an existing Open Position is rolled over pursuant to clause 7, will be made available through the Trading Platform. The absence of a contract note will not affect the validity of any Trade that is reported as executed on the Trading Platform or is accepted by telephone pursuant to clause 4.2. If you cannot locate the contract note for any Trade you have executed or rolled over, please inform us immediately.
12.5 Contract notes will be made available to you as soon as reasonably practicable and no later than close of business New York time on the next Business Day after a Trade is executed.
12.6 Following the availability of a contract note pursuant to clause 12.5, you must notify us if you believe that a contract note is incorrect for any reason by no later than close of business New York time on the next Business Day after the date on which the relevant contract note is first available.
12.7 If you notify us that you believe a contract note is incorrect for any reason by the time specified in clause 6, you and we will attempt to resolve the difference and confirm the relevant Trade as soon as possible.
12.8 If we make a contract note available to you pursuant to clause 12.5 and you do not notify us that you believe that it is incorrect for any reason by the time specified in clause 12.6, you will be deemed to have agreed to the terms of the contract note.
12.9 On each Portfolio Data Delivery Date, Portfolio Data in respect of all outstanding Trades booked to your Account will be sent to you by email or by being made available through the Trading Platform.
12.10 On the Business Day following each delivery of the Portfolio Data pursuant to clause 12.9, you will review the Portfolio Data provided by us in respect of all outstanding Trades booked to your Account against your own records to identify any misunderstandings of Key Terms. If you identify one or more discrepancies which you determine, acting reasonably and in good faith, are material to the rights and obligations of either you or us in respect of any Trades which are or which you believe should be booked to your Account, you must notify us in writing immediately and consult with us in an attempt to resolve such discrepancies in a timely fashion for so long as such discrepancies remain outstanding, using, without limitation, any applicable updated reconciliation data produced during the period in which such discrepancy remains outstanding. If you do not notify us that the Portfolio Data contains discrepancies by the close of business New York time on the Business Day following the delivery of the Portfolio Data pursuant to clause 12.9 you will be deemed to have affirmed such Portfolio Data.
13. Payments and Withdrawals
13.1 If your Account shows a positive Cash balance, you may request that we make a payment to you of such amount. We may however elect to withhold any payment requested, in whole or in part, if:
13.1.1 you have Unrealized Losses on your Account; and/or
13.1.2 such payment would result in your Trading Resource being less than zero; and/or
13.1.3 we reasonably consider that funds may be required to meet any Margin Requirement; and/or
13.1.4 there is any amount outstanding from you to us; and/or
13.1.5 we are required to do so under any relevant legislation or regulation; and/or
13.1.6 we reasonably believe resulted from market abuse in contravention of clause 21.
13.2 We may debit the Cash balance on your Account with any amount due and payable to us under this Agreement, and with any bank transfer charges we incur in transferring funds to you. In addition, you are responsible for all costs and expenses we incur as a result of you failing to pay amounts due or if you breach the Agreement including, without limitation, bank charges, court fees, legal fees and other third party costs we reasonably incur.
13.3 If we credit a payment to your Account but subsequently discover that the credit was made in error, we reserve the right to reverse any such credit and/or cancel any Trades which could not have been made or close any Open Position which could not have been established but for that credit.
13.4 Unless we agree otherwise, any amounts payable to you will be paid by direct transfer to the same source (in your name) from which you have made payment to us
.13.5 Payment of any amount due to us is subject to the following conditions:
13.5.1 unless otherwise agreed, payment must be made in the Base Currency for your Account;
13.5.2 If made by debit or credit card, the debit or credit card must be accepted by us and we reserve the right to charge an administration fee;
13.5.3 Unless otherwise agreed your Account will be credited with the net cleared funds received after all deductions of bank charges or any other costs of transfer incurred in relation to the payment;
13.5.4 If made by check or bank transfer, the check must be drawn on or the transfer made must be made from an account in your name with a Schedule 3 Country credit institution or other bank we deem satisfactory. We will regard as an acceptable Schedule 3 Country credit institution any bank incorporated and duly licensed in a country which is listed as a Schedule 3 Country or any branch of a bank located and duly licensed in a country which is Schedule 3 Country;
13.5.5 If you wish to make a payment through a non- Schedule 3 Country bank (or card issued by such a bank) please contact us to confirm the acceptability of the bank concerned before a payment is required to be made; and
13.5.6 We do not accept cash or payments from third parties unless otherwise agreed.
13.6 If your Account is in debit, the full amount is due and payable by you immediately.
13.7 We may refuse to accept payment by check or banker’s draft and may require immediate payment by telegraphic transfer, debit card or any other method of electronic transfer acceptable to us.
13.8 If you fail to pay any sum due to us on the due date in accordance with this Agreement, we reserve the right in our sole discretion to charge interest on this amount. Interest will be due on a daily basis from the due date until the date on which payment is received in full at a market rate of interest rate not exceeding 4% above the United States federal funds rate (or a rate we reasonably consider serves materially the same function) from time to time and will be payable on demand.
C. OUR RIGHTS IN SPECIAL CIRCUMSTANCES
14. Manifest Error
14.1 A Manifest Error is an error, omission or misquote (including any misquote by our dealer) which by fault of either of us or any third party is materially and clearly incorrect when taking into account market conditions and quotes in Markets or Underlying Instruments which prevailed at that time. It may include, but is not limited to, an incorrect price, date, time, Market or currency pair, financing calculation, rebate, commission or any error or lack of clarity of any information, source, commentator, official, official result or pronouncement.
14.2 If a Trade is based on a Manifest Error (regardless of whether you or we gain from the error) and/or closed on the basis of Manifest Error we may act reasonably and in good faith to:
14.2.1 void the Trade as if it had never taken place;
14.2.2 close the Trade or any Open Position resulting from it; or
14.2.3 amend the Trade, or place a new Trade, as the case may be, so that (in either case) its terms are the same as the Trade which would have been placed and/or continued if there had been There was no Manifest Error.
14.3 We will exercise the rights in clause 14.2 as soon as reasonably practicable after we become aware of the Manifest Error. To the extent practicable we will give you prior notice of any action we take under this clause but if this is not practicable we will give you notice as soon as practicable afterwards. If you consider that a Trade is based on a Manifest Error, then you must notify us immediately. We will consider in good faith whether it is appropriate to take any action under this clause 14 taking into account all the information relating to the situation, including market conditions and your level of expertise.
14.4 In the absence of our fraud, wilful deceit or negligence, we will not be liable for any loss, costs, claims or demand for expenses resulting from a Manifest Error.
15. Events Outside Our Control and Market Disruption Events
15.1 We may determine that a situation or an exceptional market condition exists which constitutes an Event Outside Our Control and/or a Market Disruption Event.
15.2 If we determine that an Event Outside Our Control or Market Disruption Event has occurred we may take any of the steps referred to in clause 15.3 with immediate effect. We will take reasonable steps to notify you of any action we take before we take any action to the extent practicable. If it is not practicable to give you prior notice, we will notify you at the time or promptly after taking any such action.
15.3 If we determine that an Event Outside Our Control and/or a Market Disruption Event has occurred, we may take one or more of the following steps:
15.3.1 cease or suspend trading and/or refuse to enter into any Trades or accept any Orders;
15.3.2 alter our normal trading times for all or any Markets;
15.3.3 change Our Price and Our Spreads and/or minimum or maximum Quantity;
15.3.4 close any Open Positions, cancel and/or fill any Orders, and/or make adjustments to the price and/or Quantity of any Open Positions and Orders;
15.3.5 change the Margin Factors and/or Margin Multipliers in relation to both Open Positions and new Trades;
15.3.6 change the Margin Close Out Level applicable to your Account;
- 15.3.7 immediately require payments of any amounts you owe us, including Margin Requirement;
15.3.8 void or roll over any Open Positions; and/or
15.3.9 take or omit to take all such other actions as we consider to be reasonable in the circumstances to protect ourselves and our clients as a whole.
15.4 In some cases we may be unable, after using reasonable efforts, to acquire, establish, re-establish, substitute, maintain, unwind or dispose of any Underlying Instrument we consider necessary to hedge or protect our exposure to market and other risks arising from an Open Position. When this occurs we may close that Open Position at the prevailing Our Price.
15.5 We will not be liable to you for any loss or damage arising under this clause 15, provided we act reasonably.
16. Events of Default and Similar Circumstances
16.1 The following shall constitute Events of Default:
16.1.1 an Insolvency Event occurs in relation to you;
16.1.2 you are an individual and you die, become of unsound mind or are unable to pay your debts as they fall due;
16.1.3 the Margin Level for your Account reaches or falls below the Margin Close Out Level;
16.1.4 you act in breach of any warranty or representation made under this Agreement or any representation or warranty made by you under this Agreement and/or any information provided to us in connection with this Agreement is or becomes untrue or misleading;
16.1.5 any sum due and payable to us is not paid in accordance with this Agreement;
16.1.6 whether or not any sums are currently due and payable to us from you, where any check or other payment instrument has not been met on first presentation or is subsequently dishonored or you have persistently failed to pay any amount owed to us on time including Margin Requirement;
16.1.7 at any time and for any periods deemed reasonable by us you are not contactable or you do not respond to any notice or correspondence from us; and
16.1.8 We reasonably believe that it is prudent for us to take any or all of the actions described in clause 16.2 in the light of any relevant legal or regulatory requirement applicable either to you or us.
16.2 If any Event of Default occurs we may take all or any of the following actions:
16.2.1 immediately require payment of any amounts you owe us, including in respect of any Margin Requirement;
16.2.2 close all or any of your Open Positions;
16.2.3 convert any balance to your Base Currency in accordance with clause 18;
16.2.4 cancel any of your Orders;
16.2.5 exercise our rights of set-off and combination;
16.2.6 change the Margin Close Out Level applicable to your Account;
16.2.7 impose a Margin Multiplier to your Trades or Account;
16.2.8 suspend your Account and refuse to execute any Trades or Orders;
16.2.9 terminate this Agreement and/or
16.2.10 Take or omit to take all such other actions as we consider to be reasonable in the circumstances to protect ourselves and our clients as a whole.
16.3 We may also close your Account on 14 days notice in the circumstances set out below. If we rely on our rights under this clause, your Account will be suspended during the 14 day notice period and you will not be able to place Trades other than those to close existing Open Positions. If you have not closed all Open Positions within the period of 14 days notice we shall be entitled to take any action within clause 16.2. The relevant circumstances are:
16.3.1 any litigation is commenced involving both of us in an adversarial position to each other and, in view of the subject matter of or any issues in dispute in relation to that litigation, we reasonably decide that we cannot continue to deal with you while the litigation is pending;
16.3.2 where you have persistently acted in an abusive manner toward our staff (for example by displaying what we consider to be serious discourtesy or the use of offensive or insulting language); and/or
16.3.3 where we believe on reasonable grounds that you are unable to manage the risks that arise from your Trades.
16.4 Without limiting our right to take any action under clauses 16.2 and 16.3, we may also close individual Open Positions and/or cancel any Orders where:
16.4.1 We are in dispute with you in respect of an Open Position. In this case we can close all or part of the Open Position in order to minimize the amount in dispute; and/or
16.4.2 there is a material breach of the Agreement in relation to the Open Position.
16.5 Without limiting our right to take action under clauses 16.2, 16.3 and 16.4, we may in our discretion suspend your Account pending investigation for any reason. Whilst your Account is suspended you will be able to place Trades to close your Open Positions but you will not be entitled to place Trades which would create new Open Positions. Circumstances in which we may choose to exercise this right include but are not limited to the following:
16.5.1 when we have reason to believe that an Event of Default has occurred or may occur but believe that it is reasonably necessary to investigate circumstances with a view to confirming this;
16.5.2 when we have reason to believe that you do not have a sufficient understanding of the Trades which you are placing or the risks involved;
16.5.3 when we have not received within 10 days of a written request all information, that we believe that we require in connection with this Agreement; and/or
16.5.4 We have reason to believe that there has been a breach in your Account security or that there is a threat to your Account security.
16.6 If we have suspended your Account pending investigation, we conclude our investigation as soon as reasonably practicable. When we conclude our investigation we will inform you whether trading on your Account may resume or whether we will seek to take further action pursuant to this Agreement.
16.7 We may exercise our rights to close Open Positions under this clause 16 at any time after the relevant event has occurred and will do so on the basis of the next available Our Price for theaffected Open Positions.
17. Netting and Set Off
17.1 The Agreement and all Trades under it shall form part of a single agreement between us and you. You and we both acknowledge that we enter into the Agreement and any Trades under it in reliance upon the fact that these are part of a single agreement between us.
17.2 Without prejudice to our right to require immediate payment from you under the terms of this Agreement, we will at any time have the right to:
17.2.1 combine and consolidate your Cash and any money we or any of our Affiliates hold for you in any or all of the accounts you may have with us or with any of our Affiliates; and
17.2.2 set off against each other the amounts referred to in (a) and (b) below: a) any amounts that are payable by us or any of our Affiliates to you (regardless of how a when payable), including your Cash (if a credit balance), Unrealized Profits and any credit balance held on any account you have with us or with any of our Affiliates, even if any of those accounts have been closed; b) any amounts that are payable by you to us or any of our Affiliates (regardless of how and when payable), including, but not limited to, Unrealized Losses, interest, costs, expenses, and/or charges incurred in respect of, or any debit balances in, any account you have with us or with any of Affiliates, even if those accounts have been closed.
17.3 If any amount in clause 17.2.2(b) exceeds any amount in clause 17.2.2(a) above, you must forthwith pay such excess to us whether demanded or not.
17.4 You are also entitled to require us to exercise the rights in clause 17.2 above in relation to all your accounts and/or Open Positions which have been closed.
17.5 If the rights under clauses 17.2, 17.3 or 17.4 are exercised, all the payment obligations will be consolidated into an obligation for you to pay a net sum to us or for us to pay a net sum to you.
18. Currency Conversions and Valuations
18.1 Where we are entitled to do so under this Agreement (including in connection with our rights under clauses 16 and 17) we may convert sums denominated in one currency to another currency. We may also perform a notional currency conversion where this is required for valuation purposes.
18.2 Unless we have agreed otherwise, we will automatically convert any Cash, Realized Profits and Losses, adjustments, fees and charges that are denominated in another currency to your Base Currency before applying them to your Account.
18.3 Unrealized Profits and Losses that are denominated in another currency may be valued at or converted in notional terms to your Base Currency. Such balances are for your information only and are not final until the Realized Profits and Losses are converted and applied to your Account.
18.4 We shall perform any currency conversion or valuation at commercially reasonable rates. We may receive remuneration from the counterparty to any foreign exchange transaction which we enter.
18.5 If we have exercised our rights in connection with clauses 16 and/or 17 or you have made a payment to us in a different currency from that in which you were obliged to pay us, we may pass on to you all commission or other charges which we incur in any currency conversion we carry out.
19. Corporate Actions and other events affecting Underlying Instruments
19.1 When a Corporate Action or an Insolvency Event occurs in relation to any Underlying Instrument and/or its issuer we may, acting in a commercially reasonable manner, make adjustments to your Open Positions and/or Orders to reflect those actions and to put you in a position as close as possible to that of a direct holder of the Underlying Instrument.
19.2 The actions we may take pursuant to clause 19.1 include, but are not limited to:
19.2.1 changing Margin Factors, Margin Multipliers and/or the minimum level of Guaranteed Stop Loss Orders both in relation to Open Positions and new Trades;
19.2.2 making a reasonable and fair retrospective adjustment to the opening price of an Open Position, to reflect the impact of the relevant action or event;
19.2.3 opening and/or closing one or more Open Positions on your Account;
19.2.4 canceling any Orders;
19.2.5 suspending or modifying the application of any part of this Agreement;
19.2.6 crediting or debiting sums to your Account as appropriate; and/or
19.2.7 taking all such other action, as we reasonably consider appropriate to reflect the effect of the relevant action or event.
19.3 We may make dividend adjustments if a dividend is scheduled to be paid to the holders of the Underlying Instrument. These adjustments are normally made on the ex- dividend date. Long Positions receive adjustments net of tax, whereas short positions are charged the declared amount of gross tax, where applicable.
19.4 We shall use best endeavors to take any such actions as soon as we are reasonably able to do so and this will normally be as soon as is reasonably practicable after the relevant event has occurred.
19.5 When we make adjustments to Open Positions, where possible we will adjust the Open Position as held by you to be effective from the commencement of Market Hours on the same Business Day on which the relevant event or action is effective in relation to the Underlying Instrument.
19.6 Depending on the event concerned, we may take any of the actions set out in this clause 19 without prior notice. If we do so, we shall give you notice at the time we take the action or as soon as reasonably practicable thereafter.
20. Representations and Warranties
20.1 Representations and warranties are personal statements, assurances or undertakings given by you to us on which we rely when we deal with you. You make the following representations and warranties at the time you enter into this Agreement and every time you place a Trade or give us any other instruction:
20.1.1 all information that you supply to us (whether in the Application Form or otherwise) is true, accurate and not misleading in any material respect;
20.1.2 if you are an individual, you are over 18 years old;
20.1.3 except where we have agreed otherwise in writing, you act as principal and not any other person’s agent or other representative, and have full legal and beneficial ownership of your Account;
20.1.4 you have obtained all necessary consents and have the authority to enter into this Agreement and/or to place any Trades and instructions;
20.1.5 if you are a company or body corporate you are properly empowered and have obtained all necessary corporate or other authority under your memorandum and articles of association or other constitutional or organizational documents;
20.1.6 neither the entry into this Agreement, the placing of any Trade and/or any Order or the giving of any other instruction will violate any law, rule or regulation applicable to you;
20.1.7 you have not and will not upload or transmit any Malicious Code to our Trading Platform or Website or otherwise use any electronic device, software, algorithm, and/or any dealing method or strategy that aims to manipulate any aspect of our Trading Platform or Website, including, but not limited to, the way in which we construct, provide or convey Our Price; and
20.1.8 you will use the Products and services offered by us pursuant to this Agreement honestly, fairly and in good faith.
20.2 You agree that for the duration of this Agreement you will promptly notify us of any change to the details supplied by you on your Application Form, including in particular moving to another country or territory or any change or anticipated change in your financial circumstances, regulatory or employment status (including redundancy and/or unemployment) which may affect the basis on which we do business with you.
20.3 Any breach by you of any warranty or representation made under this Agreement, including, but not limited to, the representations and warranties given in clause 20.1, renders any Trade voidable or capable of being closed by us at our then prevailing Our Price, at our discretion.
21. Market Abuse
21.1 When you execute a Trade with us, we may buy or sell on securities exchanges or directly from or to other financial institutions shares or units in the relevant Underlying Instrument or financial instruments related to that Underlying Instrument. The result is that when you place Trades with us your Trades can have an impact on the external market for that Underlying Instrument in addition to the impact it might have on Our Price. This creates a possibility of market abuse and the purpose of this clause is to prevent such abuse.
21.2 You represent and warrant to us at the time you enter into the Agreement and every time you enter into a Trade or give us any other instruction that:
21.2.1 you will not place and have not placed a Trade with us if to do so would result in you, or others with whom you are acting in concert having an interest in the price of the Underlying Instrument which is equal to or exceeds the amount of a Declarable Interest in the Underlying Instrument;
21.2.2 You will not place, and have not placed a Trade in connection with: a) a placing, issue, distribution or other similar event; or b) an offer, takeover, merger or other similar event; or c) any corporate finance activity.
21.2.3 you will not place and have not placed a Trade that contravenes any law or regulation prohibiting insider dealing, market manipulation or any other form of market abuse or market misconduct; and
21.2.4 you will act in accordance with all applicable laws and regulations.
21.3 In the event that you place any Trade in breach of the representations and warranties given in this clause 21 or any other clause of this Agreement or we have reasonable grounds for believing that you have done so, in addition to any rights we may have under clause 16, we may:
21.3.1 enforce the Trade or Trade(s) against you if it is a Trade or Trades which results in you owing money to us;
21.3.2 treat all your Trades as void if they are Trades which result in us owing money to you, unless and until you produce conclusive evidence within 30 days of our request that you have not in fact committed any breach of warranty, misrepresentation or undertaking under this Agreement.
21.4 You acknowledge that it would be improper for you to deal in the Underlying Instrument if the sole purpose of such a transaction was to manipulate Our Price, and you agree not to conduct any such transactions.
21.5 We are entitled (and in some cases required) to report to any relevant regulatory authority details of any Trade or Order. You may also be required to make appropriate disclosures and you undertake that you will do so where so required.
21.6 The exercise of any of our rights under this clause 21 shall not affect any of our other rights we may have under this Agreement or under the general law.
22. Your Right to Cancel
22.1 You are entitled to cancel this Agreement by giving us notice in writing within a 14 day cancellation period. You need not give any reason for the cancellation and the right to cancel applies even if you have already received services from us before the cancellation period expires.
22.2 The period for cancellation begins on the date the Agreement starts to apply to you.
22.3 You may only give us notice of cancellation in writing. The notice will be considered received by us in accordance with clause 32.
22.4 As the price of our contracts depend on fluctuations in the Underlying Instrument which are outside our control and which may occur during the cancellation period, you have no rights to cancel this Agreement if any Trade placed by you has been executed before we receive notice of cancellation.
22.5 Following a valid cancellation and subject to clause 17.2, we will return any amounts you have deposited with us prior to receipt of your cancellation notice.
22.6 If you do not exercise the right of cancellation, the Agreement will continue in effect until either you or we terminate the Agreement by either of us giving notice in accordance with clause 30, or by exercising any of our other rights to terminate under this Agreement. There is no minimum or fixed duration of the Agreement.
23. Complaints and Disputes
23.1 If you wish to raise any complaint or Dispute you should contact us as soon as practicable. If we identify a Dispute we will notify you as soon as possible.
23.2 Please keep your own record of dates or times of Trades and other issues as that will help us to investigate any complaints or disputes. It may be difficult or not reasonably possible for us to locate records/tapes in relation to Trades and other issues in the absence of information about the dates and times of any Trades or other issues in Dispute.
23.3 We operate a Complaints Handling Procedure to enable us to deal promptly and fairly with complaints. Details of this procedure are available on request from Client Management.
23.4 Any complaint or Dispute should in the first instance be referred to Client Management (details of which are given on our Website). If the complaint or dispute is not resolved to your satisfaction you may refer the matter to the Complaints Manager at the same address. All complaints will be responded to in writing within 14 days of receipt.
23.5 If either you or we notify the other party of a Dispute, you and we will consult in good faith in an attempt to resolve the Dispute in a timely manner, including, without limitation, by exchanging any relevant information and by identifying and using any agreed process which can be applied to the subject of the Dispute or, where no such agreed process exists or you and we agree that such agreed process would be unsuitable, determining and applying a resolution method for the Dispute.
D. MISCELLANEOUS AND LEGAL ISSUES
24. Privacy and Data Protection
24.1 We will obtain and hold information about you (including, without limitation, personal information and information relating to your Account and your Account history) in accordance with data protection and anti-money laundering legislation. You agree that we can rely on, hold and process your information for the purpose of performing our obligations under this Agreement, including administering the relationship with you, managing your Account, recovering amounts payable, considering any of your applications, carrying out risk assessment, complying with regulatory obligations, and undertaking product development and analysis.
24.2 You agree to our disclosing any such information referred to in this clause 24:
24.2.1 in accordance with this clause 24;
24.2.2 where we are required to by law or regulatory obligation;
24.2.3 to regulatory authorities where appropriate or on reasonable request, and to such third parties as we reasonably consider necessary in order to prevent crime, e.g. the police;
24.2.4 where reasonably necessary, to any third party which provides a service or license to us in connection with the Products or services we provide for your Account or this Agreement, but only for the purpose of providing that service or license or in connection with our compliance with any reporting, audit or inspection obligations to any such third party service providers or licensors; and
24.2.5 in accordance with clause 31.2.
24.3 In order to provide services to you, you acknowledge that it may be necessary for your information to be transferred to someone who provides a service to us in other countries, including outside of the Cayman Islands, and you consent to such transfer.
24.4 You consent to us, or our agents acting on our behalf, carrying out such credit and identity checks, including money laundering checks, compliance regulatory reporting and fraud prevention checks, as we may reasonably consider necessary or desirable, including requesting a reference from your bank or any credit reference agency. You understand and agree that any third party referred to in this clause may share any information concerning you with us and other organizations involved in credit reference, the prevention of fraud and/or crime and/or money laundering or for similar purposes or to recover debts involved.
24.5 You authorize us to contact you by email, telephone or post to give you information about carefully selected products or services offered by us, that are similar or related to products or services provided or previously provided to you. You consent to us using your data for this purpose for the period you have an Account with us and after you close the Account. If you do not wish to receive such information then please contact us in writing or by telephone. Our Address and contact details are stated on our Website.
24.7 Where you have been introduced to us by an Introducer, you consent to us exchanging information with that Introducer in order to perform our obligations under this Agreement and as required by us to maintain our relationship with the Introducer. This may, without limitation, result in us disclosing financial and personal information about you, your application, details of trading activity in the Account and/or your conduct of the Account and/or your use of our facilities (including information gained when you use our learning tools and trading simulators). If you no longer wish us to pass on such information then please write to us at Our Address.
24.8 We will use reasonable endeavors to contact you and notify you of any change to how we hold, process or disclose information, by posting a notice on our Website or sending you an email to your last known email address. If you do not tell us you object to this change in writing within 60 days of the notice and you continue to maintain the Account after the expiry of this period of notice then we will regard you as having agreed to it.
24.9 If you wish to access information that we hold about you, or to have inaccurate information corrected please contact us by sending an email to our email address set forth on our Website. Please note we may require you to pay a fee for this information. Please note that certain information may be exempt from being disclosed and that in certain circumstances we may not be able to disclose certain information.
24.10 You agree that we may record all conversations with you and monitor (and maintain a record of) all emails and electronic communications sent by or to us. All such records are our
property and can be used by us, amongst other things, in the case of a dispute between us or for training purposes.
25. Intellectual Property
25.1 Our Website, including the Trading Platform, and any and all Information, software applications, documentation and other information, data and materials which we may supply or make available to you, either directly or through a third party service provider or licensor (collectively the “GGMI Materials”) are and will remain our property or that of our third party service providers or licensors.
25.2 All copyrights, trademarks, design rights and other intellectual property rights in the GGMI Materials, including without limitation all updates, modifications, compilations and enhancements, and all derivative works based on any of the GGMI Materials, are and will remain our property (or those of our third party service providers or licensors as applicable).
25.3 We supply or make the GGMI Materials available to you on the basis that (a) we can also supply and make them available to other persons and (b) we can cease or suspend providing any of them, but we will only do that if your Account has been closed or required by any of our third party service providers or licensors, by applicable law or as otherwise provided in this Agreement.
25.4 You may access and use the GGMI Materials only as expressly permitted for the operation of your Account in accordance with this Agreement.
25.5 You must comply with any policies relating to any of the GGMI Materials, or their use, including any additional restrictions or other terms and conditions that we or our third party service providers or licensors may issue, of which we may notify you
from time to time.
25.6 You must not supply all or part of the GGMI Materials to anyone else and you must not copy or reproduce all or part of them without our prior written permission.
25.7 You must not delete, obscure or tamper with copyright or other proprietary notices displayed on any of the GGMI Materials.
25.8 If we have provided any materials to you in connection with our Website you must return those to us on closure of your Account.
25.9 Except to the extent expressly permitted under this Agreement or any other written agreement between you and us, you must not: (a) modify, translate or create derivative works based upon any of the GGMI Materials; (b) take any action compromising or challenging, or threatening to compromise or challenge, the enjoyment or use by any other client of any of the GGMI Materials or the rights of us or any of our third party service providers or licensors in any of the GGMI Materials; or (c) reverse engineer, decompile or disassemble any of the GGMI Materials comprising software or otherwise attempt to discover the source code thereof.
25.10 You must notify us immediately of any unauthorized use or misuse of any of the GGMI Materials of which you become aware and, to the extent reasonably requested by us, provide us cooperation in remedying such violation and/or taking steps to prevent the future occurrence thereof.
25.11 We or our third party service providers or licensors may from time to time modify market data, our Trading Platform or Website, or the GGMI Materials, and/or methods or speeds of delivering the same, which modifications may require corresponding changes to the methods or means you use to access the GGMI Materials and/or may sever or adversely affect your access to or use of the GGMI Materials. Neither we nor our Affiliates shall be liable for any such consequences.
26. Website and System Use
26.1 We will use reasonable endeavors to ensure that our Website, mobile services and our systems can normally be accessed for use in accordance with this Agreement. However all or any of these may fail to work properly or at all or our premises may suffer from power failure. On this basis:
26.1.1 We do not warrant that they will always be accessible or usable;
26.1.2 We do not warrant that access will be uninterrupted or error free.
26.2 We may suspend use of our Website to carry out maintenance, repairs, upgrades or any development related issues. We shall use reasonable endeavors to give you notice of this and to provide alternative ways for you to deal or obtain information as to your Account but this may not be possible in an emergency.
26.3 We warrant that we have the right to permit you to use our Website in accordance with this Agreement.
26.4 We will use reasonable endeavors to ensure that our Website is free from any Malicious Code, but we do not warrant that it will be free at all times of Malicious Code. You should use your own Malicious Code protection software that is up to date and of good industry standard. In addition you must not upload or transmit any Malicious Code to our Trading Platform or other aspects of our Website.
26.5 You are responsible for ensuring that your information technology is compatible with ours and meets our minimum system requirements, as may be amended from time to time. The minimum system requirements currently in effect are set out on our Website.
26.6 We or other third party service providers or licensors may provide you with Information in connection with the provision of our services. You agree that:
26.6.1 neither we nor our Affiliates shall be responsible or liable if any such Information is inaccurate or incomplete in any respect or for any actions you take or do not take based on, or your reliance upon, such data or information;
26.6.2 you will use such Information solely for the purposes set out in the Agreement;
26.6.3 you will truthfully complete and submit to us in a timely fashion: a) any declaration as we may require at any time in respect of your status as a user of Information; and b) any additional agreements with us or any of our third party service providers or licensors relating to our provision to you of any Information;
26.6.4 such Information is proprietary to us or the provider and you will not retransmit, redistribute, publish, disclose, alter, amend, rent, loan, license or display in whole or in part such data or information to third parties; and
26.6.5 you will pay any fees and other costs associated with your access to and use of any Information, of which as we may notify you from time to time, and shall be responsible for payment of any and all taxes, charges or assessments by any foreign or domestic national, state, provincial or local governmental bodies, or subdivisions thereof, and any penalties or interest relating thereto, in respect of your access to and use of any Information.
26.7 Various access methods (e.g. mobile, desktop) may be made available to you. Different access methods may have different functionality and content from one another, and such content and functionality are subject to change without notice.
26.8 In the event you select to use a third party software application to provide you with trading programs, signals, advice, risk management or other trading assistance or a third party hosting or trading application, we do not assume any responsibility for such application, product or service. The foregoing shall apply irrespective of whether we offer, promote or endorse to you such third-party application, product or service.
27. Limitation of Liability
27.1 Nothing in this Agreement shall exclude or limit our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation or for liability that cannot be excluded under any applicable laws or the requirements of any regulator.
27.2 Subject to clause 27.1, we shall not be liable for:
27.2.1 Events Outside Our Control;
27.2.2 any action we may take under: (i) clauses 14 (“Manifest Error”); (ii) clause 15 (Events Outside Our Control or Market Disruption Events”); and/or (iii) clause 16 (“Events of Default and Similar Circumstances”) provided that we act within the terms of those clauses and in particular act reasonably where required to do so;
27.2.3 any failure of communication (for any reason) within clause 26 (“Website and Systems Use”) including (without limitation) the unavailability of our Website (including the Trading Platform) or our telephone systems provided always we act within the terms of clause 26;
27.2.4 the use, operation, performance and/or any failure of any third party trading systems, software or services not provided by us; or
27.2.5 Any claim loss, expense, cost or liability suffered or incurred by you (together “Claims”) except to the extent that such loss, expense is suffered or incurred as a result of our breach of the Agreement, negligence or wilful default.
27.3 Other than as described in clause 27.4 and subject to the limits on our liability in this clause 27, we are each only responsible for Losses that are reasonably foreseeable consequences of breaches of this Agreement at the time the Agreement is entered into.
27.4 Neither we nor our Affiliates are responsible for indirect Losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us. Neither we nor our Affiliates shall be liable to you for Losses which you incur which are foreseeable by us or other GGMI Parties because you have communicated the possibility of such Losses or any special circumstances to us or GGMI Parties.
27.5 Neither we nor our Affiliates shall be liable to you for any loss of profit or opportunity, or anticipated savings or any trading Losses.
27.6 The limitations of liability in clause 27 apply whether or not we or any of our employees or agents or our Affiliates knew of the possibility of the claim being incurred.
27.7 We carry on the business to which this Agreement relates in reliance on the limitations and/or exclusions in this clause being enforceable. We do not insure against any of the potential liabilities described in this clause. If the exclusions and restrictions are not acceptable to you, then you should not deal with us.
28. Your money Private Clients
28.1 As a Private Client, any money which you have transferred or transfer to us, or which has been transferred to us, which is to be held by us on your behalf, is Client Money within the meaning of the Client Money Rules, and will be held by us on trust for you at all times and for this purpose. In accordance with the requirements of the Client Money Rules, Client Money must be and will be segregated from our own money. In the event of our insolvency, Client Money will be excluded from the assets available to our creditors.
28.2 We may hold Client Money on your behalf in an account with an approved bank or third party which may be located inside or outside the Cayman Islands. Any such account will be segregated from any account in which our own money or assets is held with the bank or third party, but may be subject to set- off rights of the bank or third party. The legal and regulatory regime applying to any bank or third party located outside the Cayman Islands may be different from that of the Cayman Islands. You should be aware that there is no deposit protection or guarantee which operates in relation to bank accounts held with Cayman Islands approved banks or a third party as permitted by clause 28.5. You should consider taking independent legal advice if you are concerned by the implications of money being held with an approved bank, or third party as permitted by clause 28.5, which may be located inside or outside of the Cayman Islands.
Professional Clients and Market Counterparties
28.3 If you have been categorized as a Professional Client or a Market Counterparty, we will hold your money as Client Money in accordance with clauses 28.1 and 28.2 unless you have agreed with us in writing that clause 28.4 applies.
28.4 Where this clause 28.4 applies, you agree that in relation to any money received by us from you, or received by us on your behalf: (a) full ownership of such money is transferred by you to us for the purpose of securing or covering all your present or future, actual or contingent, or prospective, obligations to us under this Agreement or otherwise; (b) we acquire full ownership of such money and we will not hold such money in accordance with the Client Money Rules; (c) you will have no proprietary claim over such money and we can deal with it as our own; (d) we will owe you a debt equal to the amount of such money received by us, subject to any set-off rights under, or other terms of, this Agreement, or under general law; (e) in the event of our insolvency you will rank as a general creditor of ours in relation to such money; (f) we shall pay to you all or part of any amount owed by us to you under this clause to the extent that we consider, in our discretion, that the amount of money you have transferred to us exceeds the amount required by us to secure or cover all your present or future, actual or contingent, or prospective, obligations to us under this Agreement or otherwise; (g) we shall be obliged to pay to you all amounts owed by us to you under this clause upon the earliest of: (i) termination of the title transfer arrangement in accordance with this clause; (ii) termination of this Agreement under clause 30; or (iii) exercise by us of our rights under clause 17, in each case subject to any set-off rights under, or other terms of, this Agreement. Any title transfer of cash under this clause may be terminated by us at any time by notice to you, and shall terminate in the event of termination of this Agreement under clause 30.
28.5 Where any bank or other permitted third party holds money under this clause 28: (a) we will not be liable for the acts or omissions of, or failure or insolvency or any analogous event affecting, such entity; and (b) in the event of the insolvency or other analogous proceeding in relation to such entity, we may have only an unsecured claim against such entity on behalf of you and our other clients, and you may be exposed to the risk that the money recovered by us from such entity is insufficient to satisfy the claims of you and all other clients with claims in respect of the relevant account.
28.6 We do not pay interest on any Client Money, or money that you transfer to us under clause 28.4, unless we have expressly agreed to do so in writing.
28.7 You will not grant any security interest over any Client Money held in your Account, or any claim against us for money due to you under clause 28.4, to any person other than us.
28.8 Where any amounts owed by you to us under the Agreement are due and payable to us, in accordance with the Client Money Rules we shall cease to treat as Client Money so much of any Client Money held on your behalf as equals the those amounts. You agree that we may apply that money in or towards satisfaction of all or part of those amounts due and payable to us. For the purposes of this clause, any such amounts owed by you to us under this Agreement become immediately due and payable, without notice or demand by us, when incurred by you or on your behalf.
28.9 You agree that where there has been no movement on your Client Money balance for a period of at least six years (disregarding any payment or receipt of interest, charges or similar items), we may pay such Client Money to the registered charity of our choice: (a) provided that we have taken reasonable steps to trace you and to return the Client Money balance, and in such case we hereby unconditionally undertake that, where any of your Client Money has been paid to charity in accordance with this sub-clause (a), and you subsequently claim against us for such amount of Client Money, we shall pay to you a sum equal to the amount paid to charity; or (b) where the amount of Client Money is US$ 100 or less, provided we have made at least two attempts to contact you to return the Client Money balance, using the most up-to-date contact details we have for you, and you have not responded to such communication within 60 days of the last communication having been made.
28.10 We may transfer any money we hold for you as Client Money (after deduction of any amounts permitted by the terms of this Customer Agreement) to another legal entity (including any of our group companies) where we transfer all or part of our business to that entity and your Client Money relates to the business transferred. Where we transfer your Client Money to another legal entity under this clause we shall require that such Client Money will be held by that entity for you in accordance with the Client Money Rules.
28.11 You agree that we shall be entitled to treat Client Money as due and payable to us, to the extent of all or any part of the obligations owed by you to us under this Agreement which are due and payable to us but unpaid.
28.12 In this clause 28 “Client Money Rules” means the provisions of the Securities Investment Business (Conduct of Business) Regulations, 2003 of the Cayman Islands and associated statements of guidance, as amended and/or updated from time to time, relating to Client Money held by firms carrying out activities regulated under the Securities Investment Business Law (as amended) of the Cayman Islands.
29.1 You are responsible for the payment of all taxes that may arise in relation to your Trades. Where, as a result of your trading, there is a tax charge under a financial transaction tax regime, stamp duty, transfer tax, dividend tax, withholding tax or other taxes or duties due in any jurisdiction, we reserve the right to pass these on to you. We may elect to do so by withholding any such amounts from your Realized Profits. You may find additional information with respect to our practices in a Market on our Website or by calling Client Management.
29.2 We shall not be responsible for any taxes that may arise as a result of a change in law or practice or by reason of your paying tax in a jurisdiction other than the Cayman Islands.
29.3 We shall not be responsible for advising you on any change in tax law or practice. You shall in all circumstances be responsible for your own tax advice in relation to your Trades.
29.4 You agree to provide us or our agents, upon request, any documentation or other information regarding you or your beneficial owners that we or our agents may require from time to time in connection with our obligations under, and compliance with, applicable laws and regulations including, but not limited to FATCA. By agreeing to these terms and conditions, you waive any provision under the laws and regulations of any jurisdiction that would, in the absence of such waiver, prevent or inhibit our compliance with applicable law as described in this paragraph including, but not limited to preventing (i) you from providing any requested information or documentation, or (ii) the disclosure by us or our agents of the provided information or documentation to applicable governmental or regulatory authorities. You further acknowledge that we or our agents may take such action as we consider necessary in relation to you and your Accounts to ensure that any withholding tax payable by us, and any related costs, interest, penalties and other losses and liabilities suffered by us, or any other investor, or any agent, delegate, employee, director, officer, member, manager or affiliate of any of the foregoing persons, arising from your failure to provide any requested documentation or other information to us, is economically borne by you.
30. Amendments and Termination
30.1 We may amend or replace any clause or part of the Agreement in whole or in part by giving you written notification of the changes. Amendments to this Agreement will not be valid and binding unless they are expressly agreed by us in writing. We will only make changes for good reason including but not limited to:
30.1.1 making them clearer or more favorable to you;
30.1.2 reflecting legitimate changes in the cost of providing the service to you;
30.1.3 reflecting a change of applicable law, regulation or codes of practice or decisions by a court, ombudsman, regulator or similar body;
30.1.4 reflecting changes in market conditions;
30.1.5 reflecting changes in the way we do business.
30.2 If you object to any change you must tell us within 14 days of the date the notice is deemed received by you under clause 32 (“Notices”). If you do not do so you will be deemed to have accepted the change(s). If you give us notice that you object, then the changes will not be binding on you, but we may require you to close your Account as soon as reasonably practicable and/or restrict you to placing Trades and/or Orders to close your Open Positions.
30.3 Subject to clause 30.2 the amendments or new terms made pursuant to this clause 30 will apply (including to all Open Positions and unexecuted Orders) from the effective date (which we will state) of the change specified in the notice.
30.4 In addition to any other rights specified in this Agreement, we may end this Agreement and close your Account at any time giving you 14 days written notice. This is in addition to any other rights to end this Agreement and/or close your Account which we may have.
30.5 You may also end the Agreement and/or close your Account at any time, in whole or in part, by giving us written notice. Your Account will be closed as soon as reasonably practicable after we receive notice, all Open Positions are closed, all Orders canceled and all of your obligations discharged.
30.6 Where either you or we provide notice to close your ac. You agree to provide us or our agents, upon request, any documentation or other information regarding you or your beneficial owners that we or our agents may require from time to time in connection with our obligations under, and compliance with, applicable laws and regulations including, but not limited to FATCA. By agreeing to these terms and conditions, you waive any provision under the laws and regulations of any jurisdiction that would, in the absence of such waiver, prevent or inhibit our compliance with applicable law as described in this paragraph including, but not limited to preventing (i) you from providing any requested information or documentation, or (ii) the disclosure by us or our agents of the provided information or documentation to applicable governmental or regulatory authorities. You further acknowledge that we or our agents may take such action as we consider necessary in relation to you and your Accounts to ensure that any withholding tax payable by us, and any related costs, interest, penalties and other losses and liabilities suffered by us, or any other investor, or any agent, delegate, employee, director, officer, member, manager or affiliate of any of the foregoing persons, arising from your failure to provide any requested documentation or other information to us, is economically borne by you.
31. General Provisions Relating to the Agreement
31.1 A court or regulatory authority may decide that a part or clause of this Agreement is not enforceable. If this happens then the relevant part of the Agreement will be given no effect and will not be considered part of the Agreement. This will not invalidate any other clause or part of the Agreement.
31.2 You may not assign or transfer any of your rights or obligations under this Agreement without our prior written consent. We may assign or transfer all or any of our rights or obligations under this Agreement to any person. In connection with such transfer we may disclose to such prospective transferee any of your confidential information for any purpose relating to such transfer. We will comply with CIMA Rules or any other applicable rule which may apply to this transfer.
31.3 Either you or we may elect not to require the other party to comply with this Agreement, or may delay requiring the other party to do so. This will not amount to a waiver by the party making such an election of its rights under this Agreement unless that party clearly states that this is its intention. This means that the relevant party can still require compliance with the Agreement in future.
31.4 Except as provided by clauses 25, 26, 27 and 31.5, no clause of this Agreement is intended to confer any benefit on any person who is not a party to it or to be enforceable under the Contracts (Rights of Third Parties) Law 2014 of the Cayman Islands.
31.5 The Agreement may, however, be enforced by any of our Affiliates. We do not require the consent of our Affiliates or any other third party to vary, amend, modify, suspend, cancel or terminate any provision of the Agreement.
32.1 This clause 32 does not apply when:
32.1.1 you place Orders and execute Trades pursuant to this Agreement, in which case communications shall be handled pursuant to clauses 4 and 12;
32.1.2 we provide notice of changes to Margin Requirements, Margin Factors or Margin Multipliers pursuant to clause 10; or
32.1.3 we provide notice of changes to the Margin Close Out Level applicable to your Account pursuant to clause 11.3.
32.2 When a notice may be given in writing, it may be provided by letter, fax, email or our Website including the Trading Platform.
32.3 We may send notices to you at your last known home or email address, place of work, fax, telephone, pager number or other contact details.
32.4 You must send notices by letter to Client Management at Our Address.
32.5 Unless specifically agreed otherwise in these General Terms, any notice given by us to you or by you to us will be deemed given and received if:
32.5.1 delivered by hand to Our Address in these General Terms or to your last known home or work address: at the time of delivery;
32.5.2 sent by first class post on a Business Day: the next Business Day or second Business Day after posting if not sent on a Business Day;
32.5.3 sent by air mail from outside the Cayman Islands: the second Business Day after posting (or the fourth Business day after posting if not sent on a Business Day);
32.5.4 sent by fax before 4pm on a Business Day: one hour after a “transmission complete” report is received. If sent by fax at any other time: at 9 am on the next Business Day (provided a “transmission complete report” is received); and/or
32.5.5 sent by email before 4pm on a Business Day: one hour after sending. If sent by email at any other time: 9:00 am on the next Business Day.
32.6.1 we may give you a notice by SMS text in which case you will be deemed to have received such a message one hour after we have sent it; and/or
32.6.2 We may leave you a message on our Website or Trading Platform and this will be deemed delivered one hour after we have posted it.
33. Governing Law, Jurisdiction and Language
33.1 The Agreement and our relations before we entered into this Agreement shall be governed by and construed in accordance with Cayman Islands Law.
33.2 Subject to clauses 33.3 and 33.4, the Courts of Cayman Islands will have exclusive jurisdiction over any claim or matter arising under or in connection with the Agreement and the legal relationships established by the Agreement.
33.3 Subject to clauses 33.3 and 33.4, we shall be entitled to take proceedings against you in any other competent jurisdiction, and the taking of proceedings in any one or more jurisdictions will not preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdiction.
33.4 If you are resident in an Arbitration Jurisdiction, any dispute arising out of or in connection with this Agreement (including, without limitation, any question regarding its existence, validity, interpretation, performance, breach or termination thereof, or any dispute regarding non-contractual obligations arising out of or relating to it) shall be referred to and finally resolved by the London Court of International Arbitration (“LCIA”) under the LCIA Arbitration Rules, which rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. This sole arbitrator shall be appointed by the LCIA Court (as defined in the LCIA Arbitration Rules). The seat and venue of arbitration shall be London, United Kingdom. The language to be used in the arbitral proceedings shall be English.
34. Definitions In this Agreement the following words and expressions shall have the following meanings:
“Account” means any account that we maintain for you for dealing in the Products made available under this Agreement and in which your Cash, Margin Requirements and Margin Payments are held and to which Realized Profits and/or Losses are credited or debited.
“Activity” means placing a Trade and/or applying an Order on your Account(s) or maintaining an Open Position during the period.
“Affiliate” means in respect of a specified entity, an entity that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, the specified entity.
“Agent” means an agent or representative who we agree may act for you and/or give instructions on your behalf in respect of this Agreement.
“Agreement” means the General Terms, together with the Supplemental Terms, the Application Form and Market Information.
“Application Form” means the form(s) (in paper or electronic form) which you complete to open an Account and to trade with us under this Agreement.
“Arbitration Jurisdiction” means any jurisdiction listed in Annex 5.
“Base Currency” is the currency in which your Account is denominated and in which we will debit and credit your Account.
“Business Day” means Monday through Friday, excluding any New York public holiday.
“Cash” means a figure stated on the Trading Platform which represents the amount of cleared funds available in your account.
“CIMA” means the Cayman Islands Monetary Authority and any successor organization.
“CIMA Rules” means the Securities Investment Business Law (as amended) of the Cayman Islands, all regulations, rules and statements of guidance, the Proceeds of Crime Law (as amended) of the Cayman Islands, the Money Laundering Regulations and the guidance notes on the prevention and detection of money laundering and terrorist financing in the Cayman Islands, each as amended, replaced, varied and/or updated from time to time.
“Client Management” means our customer services team.
“Conflicts of Interest Policy” means our policy on potential conflicts of interest that may arise in providing our services and how we manage them.
“Corporate Action” means the occurrence of any of the following in relation to the issuer of any relevant Underlying Instrument:
(a) any rights, scrip, bonus, capitalisation or other issue or offer of shares/equities of whatsoever nature or the issue of any warrants, options or the like giving the rights to subscribe for shares/equity;
(b) any acquisition or cancellation of own shares/equities by the issuer;
(c) any reduction, subdivision, consolidation or reclassification of share/equity capital;
(d) any distribution of cash or shares, including any payment of dividend;
(e) a take-over or merger offer;
(f) any amalgamation or reconstruction affecting the shares/equities concerned; and/or
(g) any other event which has a diluting or concentrating effect on the market value of the share/equity which is an Underlying Instrument.
“Daily Financing Fee” means the charge which we apply daily to an Open Position. Details of the Daily Financing Fees are set out on our Website.
“Declarable Interest” means the prevailing level or percentage at the material time, set by law or by the stock exchange(s) or other facility upon which the Underlying Instrument is traded, at which financial or other interests in an Underlying Instrument must be publicly disclosed.
“Dispute” means any dispute between you and us which, in the sole opinion of the party notifying the other party of the dispute, is required to be subject to the dispute resolution procedure set out in clause 23.
“Events of Default” has the meaning given in clause 16.1.
“Events Outside Our Control” means any event preventing us from performing or otherwise delaying or hindering our performance of any or all of our obligations under the Agreement and which arises from or is attributable to any acts, events, omissions or accidents beyond our reasonable control including (but not limited to):
(a) an emergency or exceptional market condition;
(b) compliance with any law, governmental order or regulatory requirement, or any change in or amendment to any law, regulation or rule (or in the application or official interpretation by any court, tribunal or regulatory authority);
(c) any act, event, omission or accident which prevents us from maintaining orderly trading or hedging activities or meeting increased margin payments with third party brokers in any market in one or more of the Underlying Instruments in relation to which we ordinarily accept Trades;
(d) any strike, lock-out or other industrial dispute, riot, terrorism, war, civil commotion, nuclear, chemical or biological contamination, act of God, malicious damage, accident, breakdown of equipment, fire, flood, storm, interruption of power supply, failure of a utility service or breakdown of or interruption in any electronic, communication or informationsystem; and/or
(e) the suspension or closure of any index/market/exchange/clearing house or the abandonment or failure of any factor upon which we base, or to which we may relate, Our Prices, or the imposition of limits or special or unusual terms on any such factor.
“FATCA” means one or more of the following, as the context requires:
(a) sections 1471 to 1474 of the US Internal Revenue Code of 1986 and any associated legislation, regulations or guidance, commonly referred to as the US Foreign Account Tax Compliance Act, the Common Reporting Standard (“CRS”) issued by the Organisation for Economic Cooperation and Development OECD, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting and/or withholding tax regimes;
(b) any intergovernmental agreement, treaty or any other arrangement between the Cayman Islands and any of the US, the UK or any other jurisdiction (including between any government bodies in each relevant jurisdiction), entered into to facilitate, implement, comply with or supplement the legislation, regulations or guidance described in paragraph (a); and
(c) any legislation, regulations or guidance implemented in the Cayman Islands to give effect to the matters outlined in the preceding paragraphs.
“General Terms” means these terms and conditions.
“GFD” or “Good for the Day” refers to Orders which have effect on the day on which they are given in accordance with clause 8. If not executed, GFD Orders will cease to have effect when canceled in accordance with this Agreement, on the expiry of the relevant Market or if we cease to trade in the relevant Market.
“GFT” or “Good for the Time” refers to Orders which have effect until a time specified by you. If not executed, GFT Orders will cease to have effect when canceled in accordance with this Agreement, on the expiry of the relevant Market or if we cease to trade in the relevant Market.
“GGMI” has the meaning as set out in clause 1.
“GGMI Materials” has the meaning as set out in clause 25.1.
“GTC” or “Good until Canceled” refers to Orders which have effect until canceled in accordance with this Agreement. If not executed, GTC Orders will cease to have effect when you cancel them in accordance with this Agreement, on expiry of the relevant Market, or if we cease to trade in the relevant Market.
“Guaranteed Stop Loss Order” means an instruction to execute a Trade to close an Open Position at a pre-agreed price (as agreed between us and you) and subject to the terms of clause 8.
“Insolvency Event” means, in respect of any person:
(d) a resolution is passed or an order is made for the winding up, dissolution or administration of such person,
(e) any bankruptcy order is made against such person,
(f) the appointment of a receiver, administrator, manager, administrative receiver or similar officer, or if any encumbrancer takes possession of or sells, all or any part of the business or
assets of such person,
(g) the making of an arrangement or composition with creditors generally or the filing with court documents or making of an application to court for protection from creditors generally, or any arrangement which has that effect, or
(e) if the relevant person becomes insolvent or is otherwise unable to pay its debts as they become due, or any act of insolvency or event that is analogous to those set out in paragraph (a), (b), (c), or (d) of this definition applies to the person concerned. If the person concerned is a partnership, the occurrence of any of the events listed in this paragraph in relation to any partner
shall be an Insolvency Event in relation to such person.
“Information” means such market data, news feeds and other information as we may supply or make available to you, either directly or through a third party service provider or licensor, together with any element thereof as used or processed in such a way that it can be identified, recalculated or re-engineered from or used as a substitute for such data or information.
“Introducer” means a person or firm we appoint to effect introductions of potential clients to us.
“Joint Account Holder” has the meaning given to that term in clause 3.7.1.
“Key Terms” means, with respect to a Trade, the valuation of such Trade and such other details as we deem relevant from time to time which may include the effective date, the scheduled maturity or expiry date, any payment or settlement dates, the notional value of the Trade and currency(y/ies) of the Trade, the Underlying Instrument, the business day convention and any relevant fixed or floating rates of the relevant Trade. For the avoidance of doubt, “Key Terms” does not include details of the calculations or methodologies underlying any term.
“Limit Order” means an Order which will be executed when the price of a Market reaches a price which is more favorable to you than Our Price at the time you place the Order.
“Linked Accounts” means those Accounts which we inform you are linked for the purpose of calculating your Total Margin and/or your Trading Resource under this Agreement.
“Long Position” means an Open Position resulting from a Trade or Trades placed to buy units of a Market at Our Offer Price.
“Losses” means any losses, claims, injuries, damages, judgments, interest on judgments, assessments, taxes, costs, fees, charges, amounts paid in settlement or other liabilities (including, without limitation, reasonable attorneys’ fees, costs of collection and any reasonable cost incurred in successfully defending against any claim), provided that a person’s Losses will not include any injuries, costs, losses and expenses which are directly caused by the relevant person’s fraud, wilful default or gross negligence.
“Malicious Code” means any computer virus, Trojan horse, worm, time bomb or similar code or component designed to disable, damage, disrupt, manipulate, amend or alter the operations of,
permit unauthorized access to, or ease, destroy or modify any software, hardware, network or other technology.
“Manifest Error” has the meaning given by clause 14.1.
“Margin Close Out Level” means the Margin Level at or below which we may close your Open Positions and take other actions to restrict your Account under clause 11.
“Margin Factor” means the percentage or number of units we set for each Market and which is multiplied by the Quantity to determine the relevant Margin Requirement.
“Margin Level” means the ratio of Net Equity (the sum of your Cash and Unrealized P & L) to Total Margin (expressed as a percentage). Your Margin Level is stated on the Trading Platform
(and may be referred to on the Trading Platform as your “margin level” or “margin balance”).
“Margin Multiplier” means the number by which a Margin Requirement is multiplied to increase the amount you are required to hold as security for a Trade.
“Margin Requirement” means the amount of money that you are required to deposit with us as consideration for entering into a Trade and maintaining an Open Position (and may be referred to
on the Trading Platform as your “margin” or “required margin”).
“Market” means a contract we make available which consists of a unique set of price information, minimum and maximum Quantity, expiry and other commercial features determined by reference to an Underlying Instrument.
“Market Counterparty” has the meaning given to such a term in the CIMA Rules.
“Market Disruption Event” means any of the following events:
(a) trading in respect of the Underlying Instrument is suspended or limited for any reason whatsoever, including by reason of movements in the price of the Underlying Instrument exceeding limits permitted by the relevant exchange or limits or special or unusual terms are imposed on the trading of the Underlying Instrument by the relevant exchange;
(b) trades which we have entered into in relation to any relevant Underlying Instrument or other relevant financial instrument are canceled or suspended by the relevant exchange;
(c) an unusual movement in the level of, or the unusual loss of liquidity in respect of, the Underlying Instrument or our reasonable anticipation of the occurrence of the same; and/or
(d) the occurrence of any other event which causes a material market disruption in respect of the Underlying Instrument.
“Market Hours” means the hours during which we are prepared to provide quotes for Our Price and execute Trades and Orders in a Market, as further specified in the Market Information.
“Market Information” means an electronic document (also available in paper form upon request) located on the Trading Platform which sets out the commercial details for each Market, including but not limited to: Margin Factors, the minimum and maximum Quantity and Our Spread. In the event you elect to use a third party hosting or trading application (for example, MetaTrader), information specific to such third party hosting or trading application located on the Website shall supplement the Market Information; however, to the extent there are any inconsistencies the Market Information will prevail. Note that certain components of Market Information may not be available via a mobile application and must be accessed via desktop.
“Net Equity” means a figure stated on the Trading Platform which represents the sum of your Cash and Unrealized P & L (and may be referred to on the Trading Platform as “equity” or “margin balance”).
“Notices and Policies” means information we are required by law or regulation to disclose to our clients or otherwise desire to disclose, including: the Risk Warning Notice, our Trade and Order Execution Policy, our Conflicts of Interest Policy and any notices with respect to third-party trading platforms.
“Open Position” means the position in a Market created by a Trade to the extent that such position has not been closed in whole or in part under this Agreement.
“Order” means an instruction you give us to execute a Trade when the price of a Market reaches a specified price or an event or condition occurs.
“Orders Aware Margining” means a reduced Margin Requirement that applies to Trades in certain Markets which have attached Stop Loss or Guaranteed Stop Loss Orders.
“Our Address” means Bedminster One, Suite 4, 11 US Highway 101/03, Bedminster, New Jersey 07921 USA.
“Our Bid Price” means the lower of two prices we quote for each Market.
“Our Offer Price” means the higher of the two prices we quote for each Market.
“Our Price” means Our Offer Price and Our Bid Price for each Market.
“Our Spread” means the difference between Our Bid Price and Our Offer Price.
“Portfolio Data” means the Key Terms in relation to all outstanding Trades between you and us in a form and standard that is capable of being reconciled. The information comprising the Portfolio Data for Portfolio Data Delivery Date will be prepared as at the close of business New York time on the immediately preceding Business Day.
“Portfolio Data Delivery Date” means each date determined by us, provided that such dates shall occur not less frequently than the close trading the next Business Day.
“Price Tolerance” is a feature which allows you to adjust the amount of slippage you will accept on applicable Trades, where slippage is the difference between the Price quoted on the Trading Platform and the price the Trade is executed.
“Private Client” has the meaning given to such a term in the CIMA Rules.
“Product” means each type of financial instrument or investment contract we make available under this Agreement, subject to additional terms set out in the relevant Product Supplement.
“Professional Client” has the meaning given to such a term in the CIMA Rules.
“Quantity” means, in respect of a Trade or an Open Position, the number of units traded in the relevant Market to which that Trade or Open Position relates, synonymous to “trade size”.
“Realized Profits” and “Realized Losses” means your profits or Losses (as appropriate) which result on expiry or closure of an Open Position.
“Risk Warning Notice” means the notice provided to clients in the Annex to these General Terms detailing the risks associated with undertaking trading in our Products.
“Schedule 3 Country” means a country which is listed in Schedule 3 of the Money Laundering Regulations (as amended) of the Cayman Islands.
“Security Information” means account numbers and/or Username as applicable, passwords and other information required to identify you for the purposes of you trading with us under this Agreement.
“Short Position” means an Open Position resulting from a Trade or Trades to sell units in a Market at Our Bid Price.
“Stop Loss Order” means an instruction to execute a Trade to close an Open Position when Our Price reaches a specified price.
“Stop Order” means an instruction to create a Short Position when Our Price reaches a specified price.
“Supplemental Terms” means the supplemental terms to the General Terms for each Product type.
“Total Margin” means a figure stated on the Trading Platform which represents the aggregate of the Margin Requirements applicable to your Account (and may be referred to on the Trading Platform as your “required margin”, “margin requirement” or “margin”).
“Trade” means a transaction entered into by you pursuant to this Agreement.
“Trade and Order Execution Policy” means our policy on the extent to which we will be required to provide clients with best execution when executing Trades and Orders.
“Trading Hours” shall be as set forth on the Trading Platform.
“Trading Platform” means the password protected trading system (including any related software and/or communications link) that we may supply or make available to you, either directly or through our third party service providers or licensors, and through which you can deal with us under this Agreement and view your Account information.
“Trading Resource” means your Net Equity less your Total Margin (and may be referred to on the Trading Platform as your
“available margin” or “free margin”). This is subject to:
• any additional factors which need to be taken into account under the Supplemental Terms for any particular Product type;
• any additional factors which we may agree will be taken into account in assessing your Trading Resource.
“Underlying Instrument” means the instrument, index, commodity, currency (including currency pair) or other instrument, asset or factor whose price or value provides the basis for us to determine Our Price for a Market.
“Unrealized Losses” and “Unrealized Profits” means the profits or Losses (as appropriate) that have not as yet been realized on Open Positions before expiry or closure.
“Unrealized P&L” means a figure stated on the Trading Platform which represents your Unrealized Profits less your Unrealized Losses.
“Website” means our website which comprises (among other things) the Trading Platform, the Market Information and information related to third party hosting or trading applications.
34.1 These Supplemental Terms set out the terms and conditions under which we offer a range of CFDs (our “CFD Markets”) and FX Contracts and it forms part of the Agreement.
34.2 Unless separately defined in these Supplemental Terms, words and expressions shall have the meanings given to them in the General Terms.
Contracts for Differences
34.3 A contract for differences (“CFD”) is an investment contract for which the profit or loss is the difference between the opening and closing price of the contract. The price of a CFD is determined by reference to the price of another financial instrument, such as: shares, indices, commodities, or fixed-income securities. Features of our CFDs are described below.
34.4 Trades in CFD Markets may be placed through the Trading Platform or by calling Client Management.
34.5 We will quote, execute and settle Trades for CFD Markets in the currency in which the Underlying Instrument is denominated. However, we may convert the value of any Open Position for Account valuation and other purposes under clause 18 of the General Terms (“Currency Conversions and Valuations”).
34.6 Commercial information (including but not limited to Market Hours, minimum and maximum Quantities and expiry dates) for each CFD Market is set out in the relevant Market Information.
34.7 For CFD Markets that do not specify an expiry date, your Open Positions will remain open until closed in accordance with the General Terms (“Closing Trades”).
34.8 For CFD Markets that specify an expiry date (“Expiry CFD Markets”), your Open Positions will close and settle automatically on the expiry date specified in the Market Information unless you or we close the position in accordance with the General Terms before that date.
34.9 You may give instructions to “roll” any Open Position in an Expiry CFD Market prior to the expiry date. If we agree to roll the Open Position we will do so in accordance with clause 7 of the
General Terms (“Rollover”). If you wish for any Orders attached to the Open Position to apply to the new Open Position, you must give us express instructions to attach the Orders to the new Open Position.
34.10 A leveraged FX contract is a margin over the counter (i.e. not executed on an exchange) trade between you and us where the price is determined by reference to the exchange rate between the currency pair that underlies the contract (“FX Contract”).
34.11 Trades in FX Contracts may be placed through the Trading Platform or as otherwise permitted in accordance with clause 4 of the General Terms (“Instructions and Basis of Dealing”).
34.12 We may convert the value of any Open Position denominated in one currency to another currency for Account valuation and other purposes under clauses 3.8 and 18 of the General Terms (“Currency Conversions and Valuations”).
34.13 All Trades and Open Positions resulting from an FX Contract continue until closed by you or us in accordance with the General Terms. FX Contracts are not automatically closed or rolled on a daily basis.
Profit and Loss
34.14 Profits and losses for an Open Position will be credited or debited to your Unrealized P & L. Unrealized Losses may not allow you to place additional Trades and Unrealized Profits may not be available to be withdrawn until the Open Position is closed. Unrealized Losses will reduce the amount you have available to place Trades and may result in your positions being closed under clause 11 of the General Terms (“Margin Close Out Level”).
34.15 For CFDs, when an Open Position is closed Realized Profit or Realized Loss is calculated as: the difference between the opening value of the Open Position (Quantity x Our Price at opening) and its closing value (Quantity x Our Price at closing).
34.16 For FX Contracts, when an Open Position is closed, Realized Profit or Realized Loss is calculated as: (the difference between the opening and closing price) x Quantity.
34.17 Realized Profits or Realized Losses will be credited to or debited from your Cash.
34.18 We are permitted, but not required, to withhold any sums for tax purposes on the Realized Profits or on any Daily Financing Fees that you receive as a result of holding positions in CFD and FX Contract Markets.
34.19 You are responsible for the payment of all taxes that may arise in relation to your Trades and we recommend. There may be taxes imposed that are not paid by us on your behalf. For all personal Tax enquiries relating to tax arising from Trading, that you seek independent tax
Annex 1: Risk Warning Notice
Derivatives Risk Warning Notice
This notice is provided to you as a private client in compliance with the Cayman Islands Monetary Authority Securities Investment Business Law (2003 Revision) and its accompanying Regulations. Private clients are afforded greater protections under this Law and its accompanying Regulations than other clients, and you should ensure that your broker tells you what these are.
This notice does not disclose all of the risks and other significant aspects of derivatives products such as futures, options, and contracts for differences. You should not deal in derivatives unless you understand the nature of the contract you are entering into and the extent of your exposure to risk. You should also be satisfied that the contract is suitable for you in the light of your circumstances and financial position. Certain strategies, such as a “spread” position or a “straddle”, may be as risky as a simple “long” or “short” position.
Whilst derivative instruments can be utilized for the management of investment risk, some investments are unsuitable for many investors. Different instruments involve different levels of exposure to risk, and in deciding whether to trade in such instruments you should be aware of the following points.
Transactions in futures involve the obligation to make, or to take, delivery of the underlying asset of the contract at a future date, or in some cases to settle your position with cash. They carry a high degree of risk. The “gearing” or “leverage” often obtainable in futures trading means that a
a small deposit or down payment can lead to large losses as well as gains. It also means that a relatively small market movement can lead to a proportionately much larger movement in the value of your investment, and this can work against you as well as for you. Futures transactions have a contingent liability, and you should be aware of the implications of this, in particular the margin requirements, which are set out in paragraph (6) below.
There are many different types of options with different characteristics subject to different conditions:
(1) Buying options:
Buying options involves less risk than selling options because, if the price of the underlying asset moves against you, you can simply allow the option to lapse. The maximum loss is limited to the premium, plus any commission or other transaction charges. However, if you buy a call option on a futures contract and you later exercise the option, you will acquire the future. This will expose you to the risks described under “futures” and “contingent liability transactions”.
(2) Writing options:
If you write an option, the risk involved is considerably greater than buying options. You may be liable for margin to maintain your position and a loss may be sustained well in excess of any premium received. By writing an option, you accept a legal obligation to purchase or sell the underlying asset if the option is exercised against you, however far the market price has moved away from the exercise price. If you already own the underlying asset which you have contracted
to sell (known as “covered call options”) the risk is reduced. If you do not own the underlying asset (known as “uncovered call options”) the risk can be unlimited. Only experienced persons should contemplate writing uncovered options, and then only after securing full details of the applicable conditions and potential risk exposure. Certain options markets operate on a margin basis, under which buyers do not pay the full premium on their option at the time they purchase it. In this situation you may subsequently be called upon to pay margin on the option up
to the level of your premium. If you fail to do so as required, your position may be closed or liquidated in the same way as a futures position.
3. Contracts for differences
Futures and options contracts can also be referred to as a Contract for Differences. These can be options and futures on any index, as well as currency and interest rate swaps. However, unlike other futures and options, these contracts can only be settled in cash. Investing in a contract for differences carries the same risks as investing in a future or an option and you should be aware of these as set out in paragraphs 1 and 2 respectively. Transactions in contracts for differences may also have a contingent liability and you should be aware of the implications of this as set out in the paragraph (6) below.
4. Off exchange
It may not always be apparent whether or not a particular derivative is on or off-exchange. Your broker must make it clear to you if you are entering into an off exchange derivative transaction. While some off-exchange markets are highly liquid, transactions in off-exchange or “non transferable” derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an open position, i.e. these might be securities that are not readily realizable instruments. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Bid and offer prices need not be quoted, and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what is a fair price.
5. Foreign markets
Foreign markets will involve specific market risks. In some cases the risks will be greater. On request, your broker must provide an explanation of the relevant risks and protections (if any) which will operate in any relevant foreign markets, including the extent to which he will accept liability for any default of a foreign broker through whom he deals. The potential for profit or loss from transactions on foreign markets or in foreign denominated contracts will be affected by fluctuations in foreign exchange rates.
6. Contingent liability transactions
Contingent liability transactions that are margined require you to make a series of payments against the purchase price, instead of paying the whole purchase price immediately. If you trade in futures, contracts for differences or sell options you may sustain a total loss of the margin you
deposit with your broker to establish or maintain a position. If the market moves against you, you may be called upon to pay substantial additional margin at short notice to maintain the position. If you fail to do so within the time required, your position may be liquidated at a loss and you will be liable for any resulting deficit. Even if a transaction is not margined, it may still carry an obligation to make further payments in certain circumstances over and above any amount paid when you entered the contract. Contingent liability transactions which are not traded on or under the rules of a recognized company may expose you to substantially greater risks.
If you deposit collateral as security with your broker, the way in which it will be treated will vary according to the type of transaction and where it is traded. There could be significant differences in the treatment of your collateral depending on whether you are trading on a recognized investment exchange, with the rules of that exchange (and associated clearing house) applying, or trading off exchange. Deposited collateral may lose its identity as your property once dealings
on your behalf. Even if your dealings should ultimately prove profitable, you may not get back the same assets that you deposited and may have to accept payment in cash. You should ascertain from your broker how your collateral will be dealt with.
8. Commissions and charges
Before you begin to trade, you should obtain all the relevant facts relating to the firm’s remuneration attributable to any transaction and details of any other charges for which you will be liable. If any charges are not expressed in money terms (but, for example, as a percentage of contract value), you should obtain a clear written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. In the case of futures, when commission is charged as a percentage, it will normally be as a percentage of the total contract value, and not simply as a percentage of your initial payment.
9. Suspensions of trading
Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or
restricted. Placing a stop-loss order will not necessarily limit your losses to the intended amounts, because market conditions may make it impossible to execute such an order at the stipulated price.
10. Clearing house protections
On many exchanges, the performance of a transaction by your broker (or the third party with whom he is dealing on your behalf) is “guaranteed” by the exchange or its clearing house. However, this guarantee is unlikely in most circumstances to cover you, the client, and may not protect you if your broker or another party defaults on its obligations to you. On request, your broker must explain any protection provided to you under the clearing guarantee applicable to
any on-exchange derivatives in which you are dealing. There is no clearinghouse for off- exchange instruments which are not traded under the rules of a recognized investment
Your broker’s insolvency or default, or that of any other brokers involved with your transaction, may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets that you lodged as collateral and you may have to accept any available payment in cash. On request, your broker must provide an explanation of the extent to which he will accept liability for any insolvency of, or default by, other
brokers involved with your transactions.
Supplemental Risk Warning Notice
You are considering dealing with us in financial instruments and investment contracts relating to various financial markets. Unless separately defined in this notice, words and expressions shall
have the meanings given to them in the General Terms.
This notice is designed to explain in general terms the nature of and some of the risks particular to our Products. We provide this warning to help you to take investment decisions on an informed basis. However, please note that each Trade will carry its own unique risks which cannot be explained in a general note of this nature.
Our Products carry a higher risk of loss than trading many traditional instruments, such as shares in many large companies or fixed income securities such as bonds issued by governments or large companies. For many members of the public, trading in our Products is not suitable. It is very important that you should not engage in trading in our Products unless you know, understand and are able to manage the features and risks associated with such trading and are also satisfied that trading in our Products is suitable for you in light of your circumstances and financial resources.
In considering whether to engage in trading our Products, you should be aware of the following risks.
A high degree of “gearing” or “leverage” is associated with trading our Products. This stems from the margin system applicable to our Products which generally involves a comparatively modest deposit of the overall contract value to open a Trade. This can work for you and against you. A small price movement in your favor can result in a high return on the money placed on deposit; however, a small price movement against you may result in substantial losses, possibly more than the money placed on deposit. Prices can move quickly particularly at times of high market volatility (see below) and, if these price movements are unfavorable to your Trade(s), you could quickly build up significant losses.
If you do not maintain enough funds in your Account to satisfy your Margin Requirements, we may close any or all of your Open Positions (in some circumstances without warning). If we do this, your Open Positions may be closed at a loss for which you will be liable.
3. Nature of Margined Trades
Our client agreement explains in detail how our Products operate; see our General Terms, Supplemental Terms, as well as your Application Form. Also you should review examples and explanations found on our Website – although these are not part of the Agreement, they provide useful guidance on trading in our Products (and the risks associated with them).
A Trade in one of our Markets is a Trade based on movements in Our Price. Our Price for a Market is set by us but relates to the price of the relevant Underlying Instrument. Whether you make a profit or loss will depend on the prices we set and fluctuations in the Underlying Instrument to which your Trade relates.
Trades in our Products can only be settled in cash.
Trades in our Products are legally enforceable. In certain circumstances your losses on a Trade may be unlimited. For instance, if you open a position with us by selling the contract in question (a practice known as “shorting a market”) and the price rises, you will make a loss on that Trade
and it is impossible to know the limit of your potential losses until you close the Trade or your Open Positions are closed when your Margin Level reaches the Margin Close Out Level. You must ensure that you understand the potential consequences of a particular Product or Trade and be prepared to accept that degree of risk.
You will not acquire the Underlying Instrument nor any rights or
delivery obligations in relation to the Underlying Instrument.
As mentioned above, whether you make a profit or a loss will depend on the prices we set and fluctuations in the price of the Underlying Instrument to which your Trade relates. Neither you nor we will have any control over price movements in the Underlying Instrument. Price movements in the Underlying Instrument can be volatile and unpredictable.
A feature of volatile markets is “Gapping”, the situation where there is a significant change to Our Price between consecutive quotes. Gapping may occur in fast and falling markets, when
markets are closed and reopened (for example, over weekends) or if price sensitive information is released prior to Market opening or during market hours. The price at which we execute
your Orders may be adversely affected if Gapping occurs in the relevant Market. Guaranteed Stop Loss Orders will always be executed at your specified Order price, but all other types of
Orders will be executed when Our Price meets or exceeds your specified Order price. If Gapping occurs, the price at which your Order is executed may significantly exceed your specified Order price.
A decrease in liquidity (a term which describes the availability of buyers and sellers who are prepared to deal in an Underlying Market) may adversely impact Our Price and our ability to quote and trade in a Market. If there is a significant reduction or a temporary or permanent cessation in liquidity in an Underlying Instrument, such events may be deemed an Event Outside of Our Control or Market Disruption Event (as applicable) under the General Terms and we may increase Our Price, suspend trading or take any other action we consider reasonable in the
circumstances. As a result you may not be able to place Trades or to close Open Positions in any affected Market.
6. Dealing Off-exchange
Dealing in our Products is conducted exclusively off-exchange, a type of trading which is also called dealing “over-the-counter” or “OTC”. In dealing with us off-exchange you deal directly with us and we are the counterparty to all of your Trades. When dealing on Markets which are not centrally cleared markets, there is no exchange or central clearing house to guarantee the settlement of Trades.
We maintain our financial stability by hedging against large Trades and/or open position exposure. If there is anything you do not understand, or if you require clarification on any matter, please contact Client Management.
Annex 2: Conflicts of Interest Policy
We aim to identify and prevent conflicts of interest which may arise between us and our clients, and between one client and another, in order to avoid any adverse effect on our clients. This Conflicts of Interest Policy (the “Policy”) sets out procedures, practices and controls in place to achieve this.
This Policy applies to all officers, directors (whether Executive or Non-Executive), employees and any persons directly or indirectly linked to us (together “Personnel”) and refers to interactions with all of our clients.
Unless separately defined in this Policy, words and expressions shall have the meanings given to them in the General Terms.
2. Regulatory Requirements Relating to Conflicts of Interest
CIMA has detailed requirements relating to the management of conflicts of interest. Among other things, CIMA requires us to:
• take all reasonable steps to identify conflicts of interest between us and our client, or one client of ours and another;
• keep and regularly update a record of the kinds of service or activity we carry on (or which is carried on
our behalf) in which a conflict of interest entailing a material risk of damage to the interests of one or more
of our clients has arisen or may arise;
• maintain and operate effective organizational and administrative arrangements with a view to taking all
reasonable steps to prevent conflicts of interest from constituting or giving rise to a material risk of damage
to the interests of our clients; and
• establish, implement and maintain an effective, written conflicts of interest policy.
As with all laws and regulations applicable to our business, we take our regulatory requirements relating to conflicts of interest
We have identified the types of conflicts which may occur in our business and which carry a material risk of damage to the interests of a client. These include, but are not limited to, when we or any person directly or indirectly linked to us:
a) are likely to make a financial gain or avoid a financial loss at the expense of our client;
b) have an interest in the outcome of a service or product provided to, or of a transaction carried out on behalf of, our client which is distinct from our client’s interest in that outcome;
c) have a financial or other incentive to favor the interests of another client or group of clients over the interests of our client;
d) carry on the same business as our client;
e) receive, or will receive, from a person other than our client an inducement in relation to the service provided to our client in the form of monies, goods or services, other than the standard commission or fee for that service; or
f) design, market or recommend a product or service without properly considering all of our other products and services and the interests of our clients.
4. Guarding Against Conflicts of Interest
We have put in place the systems and procedures described below to: minimize the potential for conflicts of interest, to ensure that we have adequate arrangements to manage all conflicts of interest, and where possible to avoid material conflicts of interest.
4.1 Personal account dealing. All Personnel are bound by the requirements of our Personal Account Dealing Policy. All transactions undertaken by Personnel are actively monitored by our Compliance Department.
4.2 Production of investment research/research recommendation. We do not produce investment research or provide investment research recommendations.
4.3 “Need to Know” policy. Where Personnel are in possession of confidential or inside information such as information relating to a client’s Trade, Personnel may not disclose such information to another party without ensuring that:
• there is a clear need-to-know on the part of the recipient;
• the procedures set out in this Policy are adhered to;
• where the information relates to a client, the information transfer is in accordance with the best interests of the client; and
• the recipient is made aware of the requirement to treat the information as confidential.
Only information required for the intended use may be disclosed and the receiving individual is then bound by the same restrictions.
Personnel are required to take care when handling confidential information, such as information relating to a
client’s trades or personal details. In particular, Personnel are required to ensure that they do not leave documents containing confidential information on their desks and that they refrain from discussing confidential information in circumstances where it could be overheard by other Personnel who have no need to know such information.
4.4 Restriction on access to information/electronic data. The access to computer drives and to files located within drives is restricted by the use of passwords and user IDs. Computers are automatically locked if unattended for a short period. In addition, Personnel are reminded of the importance of data protection.
4.5 Gifts and inducements. Personnel may not solicit or accept any gift or inducement which may influence their independence or business judgment or which could create a conflict with any duty owed to us or our clients.
This restriction does not include special promotions on products and services which have been agreed by our senior management, nor does it cover corporate gifts and hospitality which are considered to be incidental to our ordinary business. Examples of gifts and inducements which may not be offered or accepted include cash, gifts readily convertible into cash or any other object of significant value.
External business interests. Personnel undertake that they will not (unless granted prior written consent from our senior management or permitted under the terms of their employment) be engaged in or have an interest, either directly or indirectly, in any trade, business or occupation, which is or may be in competition with us and/or which would involve use of our time, property, facilities or
Segregation of duties. Job roles are designed to limit the potential for conflicts of interest. Where appropriate and proportionate, systems and controls exist to prevent Personnel from undertaking roles where such a conflict may exist. However, due to the nature, scale and complexity of our business, there can be occasions when a member of staff is required to undertake duties that could give rise to a conflict. In this event, every effort is made to ensure that such circumstances exist only for a limited period or that additional controls are in place to identify inappropriate behavior.
All Personnel are regularly assessed for competency for their roles and Personnel are required to follow the internal procedures detailed in our Compliance Manual. Where a potential conflict may exist within a role, additional monitoring, control and sign-off procedures are in place to mitigate any such conflict. Audit records, reconciliation procedures and Compliance monitoring arrangements are also in place to ensure all processes are adequately controlled and reviewed.
4.6 Whistleblowing Policy. We are committed to ensuring that malpractice is prevented and, should it arise, to deal with it immediately. Employees are informed as to whom they can and should report public interest issues in the Company’s Whistleblowing Policy.
Employees should follow the steps laid out in this procedure, ensuring they are able to raise genuine concerns about malpractice without fear of harassment or victimization.
4.7 Disclosure policy. We believe that our internal policies and procedures, systems and controls, generally mitigate the risk of any conflict of interest arising, either between us and our client or between two or more of our clients.
Where, however, the potential for conflict arises and that conflict cannot be avoided we would either make a full disclosure or, if it is considered that the disclosure is an inappropriate method of managing the conflict, we would not proceed with the matter or transaction giving rise to the conflict.
If any Personnel are aware of any circumstances which may give rise to a conflict of interest, they must immediately refer the matter to the Compliance Department.
5. Policy Review3
We regularly review our Conflicts of Interest Policy to ensure that it covers conflicts that can be reasonably expected to arise within the course of our business. Any significant amendments to this Policy must be approved by our senior management.
Annex 3: Trade and Order Execution Policy
Under the rules of the Cayman Islands Monetary Authority and the laws applicable to our business (“CIMA Rules”) we have a duty to conduct our business with you honestly, fairly and professionally and to act in your best interests in dealing with you. More specifically, we are required to provide you with best execution when we deal with you. Providing best execution means that when we deal with you we should take reasonable steps to obtain the best result for you in accordance with our Trade and Order Execution Policy (the “Policy”).
This document sets out the terms of our Policy. For convenience we annex this Policy to our General Terms documentation. Unless separately defined in this Policy, words and expressions shall have the meanings given to them in the General Terms. However this Policy is not part of our Agreement and it does not form part of the contract between us.
We deal with you as principal and not as an agent. We are therefore your only “execution venue”. In dealing with us, you transact directly with us and not on any exchange or other external market or venue. Any Trades with us are non- transferable. If you create an Open Position with us you must close it with us.
2. Execution policy
In providing best execution we are obliged to take into account certain execution factors. We must tell you what these are and the relative importance we give to each. If you are a Private Client, we must determine whether we have provided you with best execution by reference to the total consideration you pay (that is price and costs of execution) though we will also use our judgment and take into account other relevant factors (such as any instructions regarding price) with the aim of providing you with the best result.
The execution factors that we consider and their relative importance are as follows:
Price: The relative importance we attach is high. Our Price for a given Market is calculated by reference to the price of the relevant Underlying Instrument. We obtain this price from third party external reference sources. For some kinds of instruments, e.g. equities, there will be a third party securities exchange from which we will obtain this price. For other kinds of instruments, e.g. foreign exchange, we will collect price data from nominated wholesale market participants.
Our Price will often differ from the price of the Underlying Instrument. For some Markets we add Our Spread to the price of the Underlying Instrument. We may also adjust Our Price for any Market to take into account factors such as liquidity in external markets for the Underlying Instrument, dividend amounts, financing charges in an external market or other relevant factors. You must pay Daily Financing Fees, commission and other charges in addition to Our Price for some Products and Markets – see under “Costs” below.
When trading in the Underlying Instrument is very active and the price of the Underlying Instrument changes quickly, there is no guarantee that every price movement in the Underlying Instrument will result in a change to Our Price. We aim to update Our Price as frequently as we reasonably can but our ability to do so may be limited by technological factors including current hardware, software and data and communications links.
For some Markets we will quote Our Price outside of trading hours for the Underlying Instrument. In such circumstances Our Price is set by us by reference to one or more related alternative Underlying Instruments that are then traded, and may be adjusted in response to supply and demand from our clients. This means that outside normal Exchange Hours we exercise a greater degree of discretion in the setting of Our Price. In addition, Our Spread is generally wider and our maximum Quantity is generally smaller than during normal trading hours for the Underlying Instrument.
We execute all Trades at Our Price and in accordance with the General Terms.
Costs: The relative importance we attach is high. For many Markets, Our Price includes Our Spread and no additional charges or commissions are payable by you. For other Markets you will be required to pay a separate commission charge for each Trade to open or close an Open Position.
We may pass on some charges to you arising from the Underlying Instrument traded. These include borrowing charges where an Underlying Instrument becomes expensive to borrow or stamp duty in some circumstances.
Additionally for many Markets you will be required to pay Daily Financing Fees on the full amount of an Open Position. Generally:
• if you hold a Short Position (i.e. you have executed a sell” Trade), we pay you a Daily Financing Fee and;
• if you hold a Long Position (i.e. you have executed a “buy” Trade), you pay us a Daily Financing Fee.
Details of the Daily Financing Fees are set out on our Website.
Details of charges we make in respect of particular Markets are set out in the Market Information.
We will also charge a premium for Guaranteed Stop Loss Orders, details of which are set out in the Market Information.
We may charge monthly data fees on an account where there is no trading activity for a period of time, details of which are set out on our Website.
We may charge a premium for converting Realized Profits and Losses, adjustments, fees and charges that are denominated in another currency back to the base currency of your account before applying them to your Account.
Speed and Likelihood of Execution: The relative importance we attach is high. You may execute Trades either using our Trading Platform or by phoning Client Management.
When you execute through the Trading Platform you will receive immediate execution capability: if you see an Our Price on the screen and the Quantity you want to trade is less than our maximum Quantity for that Market, then the Trade will, under almost all circumstances, be executed at the Our Price quoted on the order window. We will execute all Trades in accordance with the General Terms.
When executing by phone in a Quantity above our minimum Quantity but below our maximum Quantity, you will be quoted the same Our Price you will receive if you use the Trading Platform. In such circumstances, the dealer will generally confirm execution of your Trade immediately after you indicate that you wish to trade at the quoted Our Price.
Trades will be executed as soon as reasonably possible and in most circumstances almost instantaneously. However, there may be circumstances where Trades cannot be executed almost instantaneously, for example, due to illiquidity in the Underlying Instrument or if there is something unusual about the nature of the Order.
Quantity: The relative importance we attach is high. We normally provide certainty of execution for Trades you wish to place for a Quantity which is greater than our minimum Quantity and lower than our maximum Quantity.
Our minimum and maximum Quantities are set by us for each Market and may vary depending on current market conditions for the Underlying Instrument. Our minimum and maximum Quantities can be found in the Market Information or you may contact Client Management.
Where you wish to execute a Trade whose size exceeds our maximum Quantity, you may be quoted a different Our Price for the requested Quantity. Alternatively, if you agree with Client Management by phone, we may work the Order in an external market on your behalf.
3. Working an Order in the Market
The Our Price at which a worked Order is executed will be based upon the average price we receive for our transactions on an External Execution Venue. In such circumstances, our Trade with you may be subject to any applicable charges as described in the Market Information. Our Trade or Trades with you only become effective after we have executed our hedge transactions on an External Execution Venue and you have confirmed Our Price. Please note if we have agreed to work an Order in the market for you and have started to execute transactions on an External Execution Venue then you cannot cancel the Order. However, we may agree to cancel any unfilled part of the Order.
4. Dealing with your Orders
In most cases when the condition or event specified in your Order occurs it will be executed at or very close to the specified Order Price. However, please note that for all Orders other than Guaranteed Stop Loss Orders, the price you receive at execution is not guaranteed. Our Price may move from a price which is less than your specified Order price to a price which is greater than your specified Order price without a quote at any intermediate price. This will be due to rapid price changes in the Underlying Instrument (called ‘gapping’), for example following a profits warning or the release of financial statistics different from those expected. In such a case, Our Price at the time of execution may be markedly different to the specified Order price.
If, when an Order is executed, the Quantity is less than our maximum Quantity for that particular Market, the Order will be executed at or near the specified Order price.
Note that if you have placed multiple Orders in the same Market, with the same specified Order price and with a Quantity greater than our maximum Quantity, there is no guarantee that they will all be executed at the same price, since each Order must be executed as a different Trade. The execution prices will depend on the liquidity in the external market for the Underlying Instrument and the execution of the first Trade may affect the liquidity available for the execution of the second and any subsequent Trades. We will execute all Orders in accordance with the General Terms.
5. Specific instructions
You may give us a specific instruction for the execution of a Trade or an Order.
Following your specific instructions may prevent us from taking the steps set out in this Policy to obtain the best possible result for the element of the Trade or Order included in your Instructions.
6. Our Obligations
We will comply with our Trade and Order Execution Policy when we are required to exercise our judgement in obtaining the best outcome for the execution of clients’ Trades and Orders.
7. Monitoring and review of Policy
We will monitor compliance with the Policy and maintain records of the data which is used to set Our Price.
We will review the Policy at appropriate intervals. As part of that process, we will review:
a. the sources of external pricing in Underlying Instruments;
b. Our Price in relation to the external pricing of an Underlying Instrument; and
c. any fees or charges. If we make any changes to this Policy, we may notify you by email or by posting such information on our Website or the Trading Platform.
Notice Regarding MetaTrader
MetaTrader (including MetaTrader 4, MetaTrader 5 and future MetaTrader product offerings that may become available) is a third-party trading platform provided by MetaQuotes for which GGMI does not own the intellectual property. MetaTrader may or may not run in a GGMI datacenter, and may or may not be supported by GGMI personnel. GGMI offers MetaTrader alongside its own proprietary trading platforms to offer its users the ability to select a platform that has the functionality that best suits their individual needs. However, users should be aware: (1) that GGMI does not endorse MetaTrader; and (2) there are additional risks associated when using MetaTrader.
Since MetaTrader is provided by a third party, GGMI does not have total control over the platform and as such GGMI cannot guarantee the accuracy or validity of the account financial information or trading history of a user stored on MetaTrader.
Users that trade on MetaTrader are exposed to the risks associated with the system, including, but not limited to, the communication infrastructure that connects GGMI to MetaTrader. As a result of any system failure or other interruption on MetaTrader, orders either may not be executed according to your instructions or may not be executed at all. Furthermore, as a result of any system failure or other interruption of MetaTrader, you may not be able to place or change orders or view your trading positions or market data.
Meta Trader is provided by a third-party provider and not GGMI. Therefore, to the extent not prohibited by law, GGMI shall not be liable for any losses or damages suffered or incurred from the use, operation, or performance of MetaTrader. In addition, GGMI shall have no responsibility or liability for any direct, indirect, punitive, incidental, special or consequential damages that arise from any fault, inaccuracy, omission, delay or any other failure of MetaTrader.
Meta Trader gives Users the ability to automate orders and trade requests. Where the number of these requests made by a User is excessively high and/or of a malicious nature, and in the sole opinion of GGMI does not constitute reasonable or acceptable use, then GGMI reserves the right to block that User, in its sole Discretion.
Annex 4: Trading Tools
1. 1Xcapital.com may from time to time offer market news, commentary, charting, and analysis, trading performance analytics, signals-based products or services and other trading support tools (“Trading Tools”). Before using any Trading Tools please read this note carefully. It complements the Customer Agreement and associated risk disclosures furnished by us and should be read in conjunction with them. Unless stated otherwise, any capitalized terms used below shall carry the same meanings as in the Customer Agreement.
2. The Trading Tools are general in nature and do not and will not take into account your personal objectives, financial situation, or needs. Before acting on a Trading Tool, you should consider its appropriateness, having regard to your personal objectives, financial situation, and needs.
3. 1Xcapital.com will not give advice to you on the merits of any trade and shall deal with you on an execution-only basis. None of our staff are authorized by us or permitted under applicable laws to give you personal advice. Accordingly, you should not regard any proposed trades, trading signals, suggested trading strategies, or other written or oral communications from us as investment recommendations or personal advice or as expressing our view as to whether a particular trade is suitable for you or meets your financial objectives. You must rely on your own judgment for any investment decision you make in relation to your Account. You have the final decision in relation to every trade you enter into. You should make every effort to ensure you understand the Trading Tools and 1Xcapital.com is entitled to assume that you do. If you require investment or tax advice, please contact an independent investment or tax advisor.
4. Hypothetical performance results have many inherent limitations, some of which are described below. No warranty or representation is made that any Account will or is likely to achieve profits or losses similar to those shown in connection with any Trading Tool. In fact, there are frequently sharp differences between hypothetical performance results and the actual results subsequently achieved. Actual returns may be different to any hypothetical or indicative returns shown in any Trading Tool.
5. One of the limitations of hypothetical performance results is they are generally prepared with the benefit of hindsight. In addition, hypothetical trading does not involve financial risk and no hypothetical trading record can completely account for the impact of financial risk in actual trading. For example, the ability to withstand losses or to adhere to a particular trading platform in spite of trading losses are material points which can also adversely affect actual trading results. There are numerous other factors related to the markets in general or to the implementation of any specific trading program which cannot be fully accounted for in the preparation of hypothetical performance results and all of which can adversely affect actual trading results.
6. 1Xcapital.com does not undertake to continue to offer the Trading Tools at all times and may not offer the same in the future. 1Xcapital.com may withdraw or cancel any or all of the Trading Tools, or terminate your access to any or all of them, for any reason or for no reason at any time with or without notice, in our sole discretion.
7. Trading Tools can only be used for your own personal benefit. They cannot be used for business purposes or on behalf of another person nor can they be varied, passed on or resold to or shared with (in whole or in part) another person or entity or used to place any trades outside of our platform.
8. You will not copy, modify, de-compile, reverse engineer, or make derivative works of or from the Trading Tools or the manner in which they operate.
9. All intellectual property and other rights in the Trading Tools remain our sole property or the property of our licensors. 1Xcapital.com does not assign, license, or otherwise transfer to you any right or interest in the Trading Tools whatsoever, except for the right to access and use the Trading Tools as expressly permitted by us in writing. In particular, but without limitation, all goodwill derived from the use or development of the Trading Tools will accrue exclusively to us.
10. You will not do, or omit to do, or permit to be done, any act that will or may materially weaken, damage or be detrimental to the Trading Tools or the reputation of the goodwill associated with us or the Trading Tools.
11. 1Xcapital.com does not commit to, and is not obliged to provide you with, any number of Trading Tools and the delivery of Trading Tools is not guaranteed. 1Xcapital.com may provide the Trading Tools at such times, at such intervals and based on such factors as we may determine in our absolute discretion. You should not therefore use or rely on the Trading Tools as a method of monitoring prices, positions/markets or making trading decisions, and no liability will be accepted by us in this respect.
12. The Trading Tools are provided “AS IS”, without any representation or warranty of any kind whatsoever, including that they will be without interruption or error free.
13. 1Xcapital.com may suspend use of the Trading Tools at any time to carry out maintenance, repairs, upgrades or any development related issues, in order to comply with Applicable Laws or for any other reason determined by us in our sole discretion.
14. To the extent permitted by Applicable Laws, you agree not to hold 1Xcapital.com, our directors, officers, employees, or agents liable for losses or damages, including legal fees, that may arise, directly or indirectly, in whole or in part, from: (a) non-delivery, delayed delivery, or the misdirected delivery of any Trading Tool, (b) inaccurate or incomplete content of any Trading Tool, or (c) your reliance on or use of the information in any Trading Tool for any purpose.
Any failure by you to comply with any of the above obligations or restrictions shall constitute an Event of Default under our Customer Agreement.
1X Capital Global Markets Inc. Direct Market Access Service
These Supplemental Terms set out the terms and conditions under which 1X Capital Global Markets Inc. (“GGMI”) offers you the Direct Market Access services described below (the “DMA Services”). These Supplemental Terms form part of the GGMI General Terms, including the related Trading Policies and Procedures, in each case as amended from time to time (collectively, the ‘’General Terms’’).
Unless separately defined in these Supplemental Terms, words and expressions shall have the same meanings given to them in the General Terms.
1. TERMS OF SERVICES PROVIDED; TRADING POLICIES AND PROCEDURES.
a. Subject to the conditions of the General Terms and acceptance of your application to open an Account, GGMI will maintain one or more Accounts in your name, and will affect cash settled and physically settled transactions with and for you in the international over-the-counter currency markets on a spot basis and provide such other services and products as GGMI may, in its sole discretion, determine from time to time in the future. Unless expressly stated otherwise in writing, all transactions entered into in connection with the DMA Services shall be governed by the terms of the General Terms.
b. Upon receipt of an order from you as customer, GGMI will attempt to place a financially equivalent order with its DMA Services liquidity provider(s) in GGMI’s name. Upon receipt of confirmation of fill price(s) from GGMI’s DMA Services liquidity provider(s), GGMI will fill your order request, in part or in full, at the exact same price acting as counterparty to your trade. GGMI’s ability to fill your order will be contingent on GGMI’s ability to execute the order with its DMA Services liquidity provider(s) and pass these order fills on to you acting as counterparty to your trade. You acknowledge and agree that a lack of available liquidity from GGMI’s DMA Services liquidity providers may result in your order not being filled at any price. You further acknowledge and agree that GGMI will display currently available pricing for the contracts offered under the DMA Services, but actual execution prices achieved in the market by GGMI with its DMA Services liquidity provider and passed on to you by GGMI acting as counterparty to your trade may differ materially from pricing displayed, and you agree to accept the prices assigned to all filled orders pursuant to the DMA Services.
c. Unless otherwise specifically indicated in the trading platform through which you are accessing the DMA Services, all contingent and market orders placed on any trading day will expire at the end of each trading day.
d. Neither Request for Quote functionality nor a demo trading system will be offered as part of the DMA Services.
2. REPRESENTATIONS AND WARRANTIES. You hereby represent and warrant to GGMI that:
a. your execution and delivery of these Supplemental Terms and your performance of all obligations contemplated hereunder have been duly authorized;
b. your execution and delivery of these Supplemental Terms and your use of the DMA Services offered hereunder shall not violate any law, rule, regulation, ordinance, charter, by-law or policy applicable to you; and
c. you acknowledge and agree that the transactions you execute through the platform will be subject to a commission and any bid/offer spread included in the foreign currency pricing offered to you via the platform through which you access the DMA Services.
3. RISK OF TRANSACTIONS. You acknowledge that you have been informed, and that you understand that (i) none of the DMA Services provided by GGMI shall give rise to any fiduciary or equitable duties on our the part of GGMI or any of its officers, directors, employees or affiliates; (ii) GGMI may receive fees or other payments from one or more third parties in respect of any particular transaction executed in connection with the provision of the DMA Services hereunder; and (iii) the submitting or posting of any information to or on the platform by which the DMA Services are accessed by any person shall not be deemed to be a recommendation by any such person that you should enter into any particular transaction or that such transaction is suitable or appropriate for you.
4. TERMINATION. GGMI may terminate these Supplemental Terms and your access to the DMA Services at any time for any reason or no reason, with or without notice, in its sole discretion.