Terms and Conditions
TERMS AND CONDITIONS
These Terms and Conditions are entered into by and between Daweda Exchange Limited (hereinafter referred to as the “Company”, or addressed as “we” or “us”) on the one part and the Client who has completed the Account Opening Application Form and has been accepted by the Company as a Client (hereinafter referred to as the “Client” or addressed as “you”) on the other part.
The Company is authorized and regulated by the Cypriot Securities and Exchange Commission (“CySEC”) as a Cypriot Investment Firm (CIF) to offer certain Investment and Ancillary Services and Activities under the Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated Markets and Other Related Matters Law of 2007, Law 144(I)/2007, as subsequently amended or replaced from time to time (“the Law”), with CIF license number 289/16. The Company is registered in Cyprus under the Laws of the Republic of Cyprus with registration number HE 343289 and its registered address is at 3Grigoriou Xenopoulou 24 Nicosia, 1061 Cyprus.
You are hereby advised to carefully review all of the above mentioned documents which together form the Agreement and any other letters or notices sent by us as well as the various documents found on the Company’s website such as the “Investor Compensation Fund”, the “Complaints Procedure for Clients”, the “Company Information”, and make sure that you understand and agree with all of them prior to accepting the Agreement.
This Agreement supersedes any other agreements, understandings, arrangements or express or implied statements made by the Company or by any affiliate of the Company in connection with the subject matters hereof. You accept the terms and conditions in the Agreement upon your registration as a user of the Trading Platform.
When we refer to “you” and “your” we mean the Client of the Company who is a licensed user of the Trading Platform including any visitor to our Website www.daweda.com, who is not a Client of the Company. If you decide to use the trading demonstration feature then the terms and conditions within the Agreement (to the extent applicable) shall apply to you and by using such services which the Company provides to you, you accept the same and agree to abide by all the terms and conditions herein, irrespective of the fact that you shall not be treated as our Client and we shall not have any obligations towards you.
For any questions or notices, you may contact the Company at its registered office at:
Grigoriou Xenopoulou 24 Nicosia, 1061 Cyprus.
1.1. In this Agreement:
“Account Credentials” shall mean a unique username and password used by you to access and use your Trading Platform account.
“Affiliate” shall mean in relation to the Company, any entity which directly or indirectly controls or is controlled by the Company, or any entity directly or indirectly under the common control of the Company; and “control” shall mean the power to direct or manage the affairs of the Company or the relevant entity.
“Authorized Person” shall mean you or any of your officers, partners, principals or employees.
“Applicable Regulations” shall mean (a) CySEC Rules or any other rules of a relevant regulatory authority having powers over the Company; (b) the Rules of the relevant Market; and (c) all other applicable laws, rules and regulations of the Republic of Cyprus or of the European Union.
“Business Day” shall mean any day, other than a Saturday or a Sunday, or the 25th of December, or the 1st of January or any other Cyprus or international holidays to be announced on the Company’s Website.
“Buy” shall mean a transaction in Market Contracts that is commenced by offering to buy a specific number of Contracts.
“Cashback” shall mean the repayment of part of the Trading Fees paid by the Client under the Cashback Scheme.
“Contract” shall mean an agreement between two Clients who reached an understanding as to the terms under which the trade will be conducted.
“Counterparty” shall mean the opposite party with which the Client interacts and eventually may contract with based on a certain Underlying Asset.
“CySEC” shall mean the Cyprus Securities and Exchange Commission, being the Company’s supervisory authority.
“CySEC Rules” shall mean the Rules, Directives, Regulations, Guidance notes opinions or recommendations of CySEC.
“Demo Account” shall mean a demonstration account funded by virtual money to place virtual trades that enable potential Clients the opportunity to try out the Trading Platform prior to funding their account with real money.
“Event of Default” shall have the meaning provided to it under Section 29.1.
“Effective Date” shall mean the date upon which you first use the Trading Platform, by any means whatsoever, whether for commercial or demo use.
“Expiry Date” shall mean the date specified on the Trading Platform with respect to certain Underlying Asset upon which any open Transaction for such Underlying Asset shall expire automatically.
“Trading Fee” shall mean $0.5 (one half USD) per each Contract being traded over the Trading Platform.
“Financial Data” shall mean any financial and market data, price quotes, news, analyst opinions, research reports, signals, graphs or any other data or information whatsoever available through the Trading Platform, if any.
“Financial Institution” shall mean banks, financial institutions, brokers or other trading organizations.
“Financial Instrument” shall mean the Financial Instruments under the Company’s CIF license which can be found in the “Company Information” document on the Company’s Website.
“Financial Contract” shall mean the Financial Instrument traded under this Agreement, which allows the Client to earn a return on his/her investment if correctly predicted whether the value of the Underlying Asset will reach above or below the Strike Price (as defined herein) when it expires. If the Client incorrectly predicted the direction of the asset’s value, his loss shall be limited to the Contract value.
“Force Majeure Event” shall have the meaning set out under Section 19.1.
“FATCA” shall mean the United States Federal law “Foreign Account Tax Compliance Act”.
“Intellectual Property Rights” shall mean all patents, trademarks, service marks, logos, trade names, internet domain names, rights in designs, copyright (including rights in computer software), database rights, semi-conductor topography rights, utility models, rights in know-how and any other intellectual property rights, in each case whether registered or unregistered and including applications for registration, and all other rights or forms of protection having equivalent or similar effect anywhere in the world.
“Investment Services” shall mean the investment services under the Company’s CIF license which can be found in the “Company Information” document on the Company’s Website.
“Hedge” shall mean the Client’s option to minimize his investment risk by acquiring an additional Contract based on the opposite position in relation to the first Contract.
“Manifest Error” shall mean any error that we reasonably believe to be obvious or reasonable, including without limitation, offers to execute Transactions for exaggerated volumes of Underlying Assets or at manifestly incorrect market price quotes or prices at a clear loss.
“Open Position” shall mean any Position which has not yet been closed.
“OTC Derivatives or OTCD” (Over-the-counter (OTC) derivatives) shall mean contracts that are traded (and privately negotiated) directly between two parties, without going through an exchange or other intermediary. Products such as swaps, forward rate agreements, exotic options – and other exotic derivatives – are almost always traded in this way.
“Order Book” shall mean a unique tool that allows you to view all other positions on the Trading Platform before taking an informed trading decision. In the order book you can view how many Buyers and Sellers are currently available on the Trading Platform as well as the Contracts prices.
“Order Slip” shall mean a mechanism used by the Client in favor of placing an order which will later appear on the Order Book.
“Organized Trading Facility” shall mean a multilateral system which is not a regulated market or MTF and in which multiple third parties buying and selling interests in derivatives are able to interact in the system in a way which results in a Contract.
“Order” shall mean an instruction from the Client to trade in Contracts. In respect of Binary Options Contracts it means to Buy a Contract or Sell a Contract.
“Quote” shall mean information regarding the current price of a specific Underlying Asset, in the form of the Bid and Ask prices.
“Parties” shall mean the parties to this Agreement – the Company and the Client.
“Pending Position” shall mean any Position which has not yet been matched with a counter-party. “Position” shall mean your position in relation to the Contracts currently open on your Trading Account.
“Professional Client” shall mean a “Professional Client” in accordance with the CySEC Rules, as specified in the “Client Categorization Policy” found on the Company’s Website.
“Registration Data” shall mean certain personal and financial information that you are required to provide in order to download or use the Trading Platform and become our registered Client. Such information can include without limitation a copy of your passport, driving license and/or photo identity card.
“Retail Client” shall mean a “Retail Client” or “Client” for the purposes of the CySEC Rules, as specified in the “Client Categorization Policy” found in the Company’s Website.
“Sell” shall mean Market Contract Transaction that is opened by offering to sell a specific number of Contracts.
“Services” shall mean the services to be offered by the Company to the Client under this Agreement, as set out in paragraph 8.1.
“Strike Price” shall mean the price at which the parties to a Financial Contract agreed to purchase or sell the Underlying Asset.
“Trading Account” shall mean the exclusive personalized account of the Client consisting of all the Open Positions and Orders of the Client, the balance of the Client’s funds and deposit/withdrawal transactions of the Client’s funds.
“Trading Platform” shall mean the electronic mechanism operated and maintained by the Company, consisting of a trading platform, computer devices, software, databases, telecommunication hardware, programs and any other technical facilities, facilitating trading activity of the Client in Financial Contracts via the Trading Account.
“Trading Hours” shall mean the hours of trading as set forth on the Trading Platform for a particular Underlying Asset.
“Transaction” shall mean either the opening or closing of an offer to either buy or sell a certain Market Contract for an Underlying Asset on the Trading Platform.
“Underlying Asset” shall mean the object or underlying asset in an Financial Contract which may be Currency Pairs, Equity Indices, base or precious Metals, Forwards, Commodities, Stocks, Shares Indices and Futures. It is understood that the list is subject to change and Clients must refer each time on the Trading Platform.
“Underlying Market” shall mean the relevant market where the Underlying Asset is traded such as securities or futures exchanges, clearing houses, self-regulatory organizations, multilateral trading facilities or alternative trading systems for Financial Instruments or Underlying Assets.
“Website” shall mean the Company’s website which can be found at http://www.daweda.com or such other website that the Company may maintain from time to time.
“Written Notice” shall have the meaning set out in paragraph 34.4.
1.2. Words implying the singular shall also imply the plural and vice versa. Words implying the masculine shall imply the feminine and vice versa. Words denoting persons include corporations, partnerships, other unincorporated bodies and all other legal entities and vice versa.
1.3. Paragraph headings are for ease of reference only.
1.4. Any reference to any act or regulation or Law shall be that act or regulation or Law as amended, modified, supplemented, consolidated, re-enacted or replaced from time to time, all guidance noted, directives, statutory instruments, regulations or orders made pursuant to such and any statutory provision of which that statutory provision is a re-enactment, replacement or modification.
2. License and Use of the Trading Platform
2.1. The Trading Platform is not intended for distribution to, or use by, any person:
2.1.1. who is under the age of 18 years old and/or not of legal competence or of sound mind;
2.1.2. who resides in any country where such distribution or use would be contrary to local law or regulation. The Trading Platform and any other service provided by us is not available to persons residing in any country where Binary Options Contracts trading activity or such services would be contrary to local law or regulation. It is the Client responsibility to ascertain the terms of and comply with any local law or regulation to which the Client is subject;
2.1.3. who is a citizen or resident of the United States of America or Canada or Israel as the Company does not accept Clients from these countries; or
2.1.4. who is an employee, director, associate, agent, affiliate, relative, or otherwise connected to the Company or any affiliate thereto.
2.2. Without derogating from the above, we reserve the right, acting reasonably, to suspend and/or refuse access to and use of the Trading Platform to anyone in our sole and absolute discretion.
2.3. You acknowledge that we may provide the Trading Platform to any other parties, and agree that nothing herein will be deemed or construed to prevent us from providing such services to any other party
2.4. Subject to the terms and conditions of this Agreement, we hereby grant you, a personal limited, non-exclusive, revocable, non-transferable and non-sub-licensable license to install and use the Trading Platform in object code only, solely for your personal use and benefit in accordance with the terms of this Agreement.
2.5. If any third party software is included within or embedded in the Trading Platform, then such embedded third party software shall be provided subject to the terms of this Agreement which apply to the Trading Platform. You shall fully comply with the terms of any Third Party Licenses that we provide to you from time to time. We provide no express or implied warranty, indemnity or support for the Third Party Licenses, and will have no liability to such.
2.6. We reserve any and all rights to the Trading Platform not expressly granted to you by this Agreement. The Trading Platform is licensed to you by us and not sold. The Trading Platform, all copies and any derivative works thereof (by whoever created), the associated goodwill, copyrights, trademarks, logos, know how, patents and any intellectual property rights associated with the Trading Platform, are and shall remain owned solely and exclusively by the Company or our licensors. Except for the license expressly granted to you under this Paragraph, no other license, right, or interest in any goodwill, trademark, copyright, logo, know how, patent, service mark or other Intellectual Property Right in the Trading Platform or any part or derivative work thereof shall be deemed as granted or conveyed to you.
2.7. You shall take all reasonable steps to:
2.7.1. procure and maintain in proper working order, throughout the term of this Agreement and at your own expense, the hardware, operating environment (including operating system software), backup means and infrastructure necessary for the installation, operation and maintenance of the Trading Platform (including without limitation uninterruptible power systems and electrical back-up devices);
2.7.2. prevent any virus infections, security breaches, and other disabling events from damaging the Trading Platform due to your actions or omissions;
2.7.3. implement and plan to operate and maintain appropriate protection in relation to the security and control of access to your computer, computer viruses or other similar harmful or inappropriate materials, devices, information or data.
2.8. 2.8. Please inform us in writing if you encounter any problems with the Trading Platform, or have any suggestions for modifications, design changes and improvements. We shall have the right, but not the obligation, to make modifications to the Trading Platform based upon your suggestions. Any modifications, design changes and improvements made to the Trading Platform based on your feedback shall be the undisputed sole property of the Company.
2.9. We will deliver the Trading Platform with reasonable skill and care.
2.10. From time to time and at our sole discretion, we shall have the right to add to, modify, or remove any part of the Trading Platform without liability under this Agreement and if we do so we shall use reasonable endeavors to replace any part of the Trading Platform with an equivalent where practicable.
2.11. We retain the right to shut down the Trading Platform at any time for maintenance purposes without prior notice to the Client. Under such maintenance works the Trading Platform will be inaccessible.
2.12. We make no express or implied representation or warranty:
2.12.1. that the Trading Platform will be available for access all the times, or at any time on a continuous uninterrupted basis (access to the Trading Platform may be affected, for example, by routine maintenance, repairs, reconfigurations or upgrades); or
2.12.2. as to the operation, quality or functionality of the Trading Platform; or
2.12.3. that the Trading Platform will be free of errors or defects; or
2.12.4. that the Trading Platform is free from viruses or anything else that has contaminating or destructive properties including where such results in loss of or corruption to your data or any other property. We will not be liable for any data lost or any equipment or software replaced by you as a result of use of the Trading Platform.
2.13.1. may only use the Trading Platform for so long as you are authorized to do so by the Company; and
2.13.2. may not use the Trading Platform for any purpose other than for the purpose for which it has been provided under this Agreement; and
2.13.3. are responsible for the use of the Trading Platform (including the Account Credentials) by you.
2.14. You agree not to:
2.14.1. use the Trading Platform for illegal or inappropriate purposes; and
2.14.2. (nor attempt to) interfere with or disrupt the proper operation of our software, hardware, systems or networks, including (but not limited to) not knowingly or negligently transmitting files that may interrupt, damage, destroy or limit the functionality of any computer software, hardware, systems or networks, including corrupted files or files that contain viruses, Trojan horses, worms, spyware or other malicious content; and
2.14.3. attempt to gain unauthorized access to our computer system or the computer system(s) of any other user, or to parts of the Trading Platform to which you do not have access rights or attempt to reverse engineer or otherwise circumvent any security measures that the Company has applied to the Trading Platform; and
2.14.4. take any action which does or may cause the provision of the Trading Platform to other users to be interrupted or degraded; and
2.14.5. convey any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious or otherwise objectionable or offensive material of any kind or nature;
2.14.6. carry out any commercial business on the Trading Platform;
2.14.7. knowingly or negligently upload or download files that contain software or other material protected by copyright, trademarks, patents or other intellectual property rights (or by rights of confidentiality or privacy of publicity, where applicable) unless you own or control the rights thereto or have received all necessary consents;
2.14.8. falsify the origin or source of any content or other material;
2.14.9. use any software, which applies to artificial intelligence analysis to the Company’s systems and/or Trading Platform;
2.14.10. intercept, monitor, damage or modify any communication which is not addressed to you;
2.14.11. use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Trading Platform or the communication system or any system of the Company;
2.14.12. send any unsolicited commercial communication not permitted under applicable law or Applicable Regulations;
2.14.13. do anything that will or may violate the integrity of the Company computer system or Trading Platform or cause such system(s) to malfunction or stop their operation;
2.14.14. do any action that could potentially allow the irregular or unauthorized access or use of the Platform; or
2.14.15. unlawfully log into the Trading Platform and execute an order to buy or sell a Financial Instrument from a location or IP address originating from a region or jurisdiction where it is not allowed for regulatory reasons.
2.14.16. breach any of the provisions of this Agreement or otherwise use the Trading Platform not in accordance to the license granted to you.
2.15. You shall not be entitled to download, save or copy the Trading Platform.
2.16. Should we reasonably suspect that you have violated the terms of paragraphs 2.13 – 2.15 hereunder, we shall be entitled to take one or more of the counter measures specified under Section 27.2.
2.17. We reserve the right to suspend or terminate access to the Trading Platform at any time at our sole discretion.
3. Account Credentials and Security
3.1. In the event that we accept you as our Client we shall open a Trading Account in your name which will allow you to place Orders on our Trading Platform. It is agreed and understood that the Company offers different types of Trading Accounts, which have different margin requirements and characteristics.
3.2. In order to access the Trading Account you will be asked to enter your Account Credentials issued by us to you which are confidential and shall be used solely by you.
3.3.1. are responsible for ensuring that your Account Credentials remain confidential and for taking such other precautions as may be necessary to ensure they cannot be used by any person other than you; and
3.3.2. must notify us immediately if you become aware that your Account Credentials have in any way become compromised or if any third party may be able to access the Trading Platform; and
3.3.3. agree that we do not have to establish the authority of anyone quoting or using your account number or Account Credentials. The use of your Account Credentials by any third party is expressly prohibited.
3.4. If we believe that a breach of security is likely to occur, we may require you to change your Account Credentials or suspend your access to the Trading Platform. We reserve the right to edit, amend or issue you with new Account Credentials or require a change of your Account Credentials at any time by giving notice to you.
3.5. You are responsible for ensuring that you alone control access to your Account Credentials, and that no minor or other person is granted access to the Trading Platform using your Account Credentials. You acknowledge that you are ultimately and solely responsible for all actions on the Trading Platform through your Registration Data including any unauthorized disclosure of your Account Credentials.
3.6. You undertake to notify us immediately first orally and then in writing if you become aware of any loss, theft or use by any other person or entity other than you, of any of your Registration Data, including your Account Credentials. We will then take the necessary measures to prevent any further use of such Account Credentials and will issue replacement Account Credentials. You will be unable to place any Orders until you receive the new Account Credentials.
3.7. If we are informed from a reliable source that your Account Credentials may have been received by unauthorized third parties, we may, at our discretion without having any obligation to you, deactivate your Client Account.
3.8. You acknowledge that we bear no responsibility if unauthorized third persons gain access to information, including electronic addresses, electronic communication, personal data and Account Credentials when the above are transmitted between the parties or any other party, using the internet or other network communication facilities, post, telephone, or any other electronic means.
3.9. You shall indemnify, defend, and hold us harmless from any claim, proceeding, loss or damages based upon any use, misuse, or unauthorized use of the Trading Platform through your Account Credentials.
4. Intellectual Property
4.1. You acknowledge that all Intellectual Property Rights in the Trading Platform are owned by us or our licensors.
4.2. You shall use your best efforts to protect our Intellectual Property Rights from infringement by third parties and you will not:
4.2.1. copy, record, edit, alter or translate any component of the Trading Platform, or any part thereof. This shall include, without limitation not removing, editing or otherwise interfering with (or attempting to remove edit or otherwise interfere with) any names, marks, logos or branding on the Trading Platform; and
4.2.2. reverse engineer, disassemble or otherwise attempt to derive source code for the Trading Platform in whole or in part except to the extent expressly permitted by law; and
4.2.3. damage or impair any of our Intellectual Property Rights.
4.3. The Trading Platform, all copies and any derivative works thereof (whether designed or developed by the Company or by any other third party whatsoever), the associated goodwill and any Intellectual Property Rights in the Trading Platform, are and shall remain owned solely by us or our licensors (as applicable). Except for the non-exclusive license granted in accordance with the provisions of Section 2 above, no other license, right, or interest in any goodwill or Intellectual Property Right in the Trading Platform or any part or derivative work thereof is granted or conveyed to you.
4.4. Unless expressly permitted in this Agreement, you shall not:
4.4.1. assign, sublicense, transfer, pledge, lease, rent, distribute or share the Trading Platform or any rights thereto under the Agreement;
4.4.2. separate any component part of the Trading Platform, or separately use any component thereof on any equipment, machinery, hardware or system whatsoever;
4.4.3. decompile, disassemble, reverse compile, reverse engineer, create derivative works of or reproduce (other than one copy solely for backup and archival purposes) the Trading Platform or any parts thereof;
4.4.4. remove or destroy any proprietary marking or legends placed upon or contained within the Trading Platform;
4.4.5. develop methods to enable unauthorized parties to use the Trading Platform;
4.4.6. attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats or programming or interoperability interfaces of the Trading Platform by any means whatsoever;
4.4.7. provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the Trading Platform for the benefit of third parties;
4.4.8. work around any technical limitations in the Trading Platform, or use any tool to enable features or functionalities that are otherwise disabled in the Trading Platform;
4.4.9. use similar processes and functions to develop competing features or functions with the Trading Platform;
4.4.10. use the Trading Platform or any Financial Data to conduct any fraudulent, inappropriate or illegal activities, including without limitation deceptive impersonation;
4.4.11. permit or encourage any third party to do any of the foregoing.
5. Application and Registration Data
5.1. In order to use the Trading Platform and our Services, you must register with us by providing personal details, including identity documents, as Registration Data. After you fill in and submit the Account Opening Application Form together with all the required identification documentation and Registration Data required by us for our own internal checks, we will send you a notice informing you whether you have been accepted as a Client of the Company. It is understood that we are not required (and may be unable under Applicable Regulations) to accept a person as our Client until all documentation we require has been received by us, properly and fully completed by such person and all internal Company checks (including without limitation anti-money laundering checks, appropriateness or suitability tests as the case may be) have been duly satisfied. It is further understood that we reserve the right to impose additional due diligence requirements to accept Clients residing in certain countries.
5.2. You agree and undertake:
5.2.1. to notify us of any changes to your personal and financial information and/or in your financial condition by emailing email@example.com;
5.2.2. to provide true, accurate, current and complete Registration Data as prompted by the registration process;
5.2.3. to maintain and promptly update the Registration Data to keep it accurate, current and complete by emailing any changes to firstname.lastname@example.org; and
5.2.4. to ensure that you log out from your account at the end of each session on the Website;
5.2.5. that we may carry out credit and other checks from time to time as we deem appropriate. Your Registration Data or other information may be used in the prevention of money laundering as well as for the management of your account. You authorize us to use your Registration Data and other information to perform the above checks in relation to your application process;
5.2.6. In the event we become aware of any illegal activity, impropriety in the Registration Data or failure of any due diligence requirement, we may freeze your account without any prior notice. Should such an event occur we may not be in a position to release funds and may not be able to carry out subsequent instructions from you.
5.3. Once logged onto the Trading Platform using your Account Credentials, you authorize us to rely upon any information or instructions set forth in any data transmission using your Registration Data, without making further investigation or inquiry, and regardless of the actual identity of the individual transmitting the same. Without limitation of the foregoing, we have no responsibility for transmissions that are inaccurate or not received by us, and we may execute any Transaction on the terms actually received by us.
6. Assessing Appropriates
6.1. Part of the Registration Data you provide allows us to assess whether the Service or Financial Instrument is appropriate for you, in accordance with CySEC Rules.
6.2. We are entitled to rely on the information you provide to us unless we are aware that such information is manifestly out of date, inaccurate or incomplete. We have no responsibility for the information which you provide to us and we may assess your appropriateness on the basis of the information you give to us.
6.3. We will assess your knowledge and experience on the basis of the information received from you to enable a decision to be made on appropriateness. If we determine that the Service or Financial Instrument is not suitable for your level of experience and/or knowledge we will notify you and we may not be able to open a Trading Account for you.
6.4. If you elect not to provide the information required to allow us to assess appropriateness, or if you provide insufficient information regarding your knowledge or experience, we may be unable to determine whether the Service or Financial Instrument is appropriate for you and therefore may decline your application to open a Trading Account.
6.5. If you ask us to complete your registration or any Transaction, despite being provided with a notification, we reserve the right to refuse to complete your registration or any Transaction. In making such a decision we will have regard to the circumstances.
7. Client Classification
7.1. We shall treat you as a Retail Client for the purposes of the CySEC Rules and the Applicable Regulations. You have the right to request a different method of categorization as is explained under the “Client Categorization Policy” found on the Company’s Website. However, if you request a different categorization and the Company agrees to such categorization, you accept that the level of protection that is afforded by CySEC Regulations and other Applicable Regulations may differ.
7.2. It is understood that we have the right to review the Client’s Categorization and change your Categorization if this is deemed necessary (subject to Applicable Regulations). You accept that when categorizing you and dealing with you, the Company will rely on the accuracy, completeness and correctness of the information provided by you in your Account Opening Application Form and the Financial Suitability Questionnaire. You have the responsibility to immediately notify us in writing if such information changes at any time thereafter.
8.1. If you are accepted as our Client, we shall provide you with the following investment and ancillary services, subject to your obligations under the Agreement being fulfilled:
8.1.1. Execution of Orders in Financial Instruments.
8.1.2. Cash/collateral management, according to paragraphs 22-25 of this Agreement.
8.1.3. Foreign Currency Services provided they are associated with the provision of investment services of paragraph 8.1.1 of this Agreement.
8.2. It is understood that we shall not hold any Client assets or Financial Instruments and shall not be providing safekeeping and administration of Financial Instruments for the account of Client or custodianship.
9. Advice and Commentary
9.1. The Company will not advise the Client about the merits of a particular Order or give him any form of investment advice or warning and the Client acknowledges that the Services do not include the provision of investment advice in Financial Instruments or the Underlying Markets or Underlying Assets. The Client alone will decide how to handle his Trading Account and place Orders and take relevant decisions based on his own judgment.
9.2. The Company will not be under any obligation to provide the Client with any legal, tax or other advice relating to any Transaction. The Client may seek independent advice before entering into a certain Transaction.
9.3. The Company may, from time to time and at its discretion, provide the Client (or in newsletters which it may post on its Website, or provide to subscribers via its Website or otherwise) with information, news, market commentary or other information but not as part of its Services to the Client. Where it does so:
9.3.1. the Company will not be responsible for such information;
9.3.2. this information is provided solely to enable the Client to make his/her own investment decisions and does not amount to investment advice or unsolicited financial promotions to the Client;
9.3.3. the Company will not be liable to any information or as to the tax or legal consequences of any related Transaction;
9.3.4. if the document contains a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, the Client agrees that he will not pass it on to any such person or category of persons;
9.3.5. The Company does not make representations as to the time of receipt by the Client and cannot guarantee that he/she will receive such information at the same time as other clients.
9.4. It is understood that market commentary, news, or other information provided or made available by the Company are subject to change and may be withdrawn at any time by the Company without prior notice.
10.1. The Company’s Cashback Plan shall be executed in accordance with the terms and conditions available under the Daweda Exchange Cashback Plan, attached as is explained under the “Cashback Plan” found on the Company’s Website.
The Company reserves the right to amend the Cashback Plan at its sole discretion and at any time, without any prior notice.
11. Trading Fees
12.1. The Company may collect client information directly from the Client (in his completed Account Opening Application Form or from his use of the Website otherwise) or from other persons including, for example, the credit reference agencies, fraud prevention agencies, banks, other financial institutions, third authentication service providers and the providers of public registers.
12.2. Client information which the Company holds is to be treated by the Company as confidential and will not be used for any purpose other than in connection with the provision, administration and improvement of the Services, anti-money laundering and due diligence checks, for administration of the Services, for research and statistical purposes and for marketing purposes. Information already in the public domain, or already possessed by the Company without a duty of confidentiality will not be regarded as confidential.
12.3. The Company has the right to disclose Client information (including recordings and documents of a confidential nature, card details) in the following circumstances:
12.3.1. Where required by law or a court order by a competent Court;
12.3.2. Where requested by CySEC or any other regulatory authority having control or jurisdiction over the Company or the Client or their associates or in whose territory the Company has Clients;
12.3.3. To relevant authorities to investigate or prevent fraud, money laundering or other illegal activity;
12.3.4. To such an extent as reasonably required so as to execute Orders and for purposes ancillary to the provision of the Services;
12.3.5. To credit reference and fraud prevention agencies, third authentication service providers, banks and other financial institutions for credit checking, fraud prevention, anti-money laundering purposes, identification or due diligence checks of the Client. To do so they may check the details the Client supplied against any particulars on any database (public or otherwise) to which they have access. They may also use Client details in the future to assist other companies for verification purposes. A record of the search will be retained by the Company;
12.3.6. To the Company’s professional advisors provided that in each case the relevant professional shall be informed about the confidential nature of such information and commit to the confidentiality herein obligations as well;
12.3.7. To other service providers who create, maintain or process databases (whether electronic or not), offer record keeping services, email transmission services, messaging services or similar services which aim to assist the Company collect, storage, process and use Client information or get in touch with the Client or improve the provision of the Services under this Agreement;
12.3.8. To a Trade Repository or similar under the Regulation (EU) No 648/2012 of the European Parliament and of the Council of 4 July 2012 on OTC derivatives, central counterparties (CCPs) and trade repositories (TRs) (EMIR);
12.3.9. To other service providers for statistical purposes in order to improve the Company’s marketing, in such a case the data will be provided in an aggregate form;
12.3.10. To market research call centers that provide telephone or email surveys with the purpose to improve the services of the Company, in such a case only the contact details will be provided;
12.3.11. Where necessary in order for the Company to defend or exercise its legal rights to any court or tribunal or arbitrator or Ombudsman or governmental authority;
12.3.12. At the Client’s request or with the Client’s consent;
12.3.13. To an Affiliate of the Company or any other company in the same group of the Company;
12.3.14. To successors or assignees or transferees or buyers, with ten Business Days prior Written Notice to the Client, and for the purposes of paragraph 38.2. of this Client Agreement.
12.4. Without derogating from any other provision under this Agreement, the Client accepts and acknowledges that the Company, as a Foreign Financial Institution (FFI), is required to disclose personal information in relation to any US reportable person as per Foreign Account Tax Compliance Act (FATCA) reporting regulations. The Company has undertaken all reasonable steps in relation to maintaining compliance with FATCA and may ask from time to time for additional information from US reportable persons so that it can maintain appropriate records.
12.6. You recognize that you may receive our trade secrets and/or confidential or proprietary information. All information belonging to or relating to us including, without limitation, information concerning business plans, customers, supplies, services, Intellectual Property Rights and/or financial information received by you as a result of entering into or performing the Agreement which is designated as confidential by us or is otherwise clearly confidential in nature constitutes “Confidential Information”.
12.7. You agree not to use our confidential information for any purpose other than the purpose for which it is supplied to you under the Agreement and agree not to divulge confidential information received from us to any third party, and to prevent its disclosure to or access by any third party without our prior written consent except as may be required by law or any legal or regulatory authority.
12.8. You will use a reasonable degree of care to protect our confidential information. This obligation will survive the termination of this Agreement, in respect of a particular item of confidential information, until such earlier time as that item of confidential information reaches the public domain other than through your breach of this term.
12.9. You acknowledge that we shall be entitled to seek specific performance, injunctive relief or any other equitable remedies for any breach or threatened breach of any provision of this Section 12, which remedies shall not be deemed to be exclusive remedies for such breach or threatened breach by you, but shall be in addition to all other remedies available to us at law, in equity, or otherwise.
13. Personal Data
13.1. If you are a natural person, the Company will use, store, process and handle your personal information in accordance with the Processing of Personal Data (Protection of the Individual) Law of 2001 and the Company is obliged to supply you, on request, with a copy of all personal data which it holds about you (if any), provided that you pay an administrative fee.
13.2. By using our Trading Platform, you are consenting to the transmittal of your personal data outside the European Economic Area, according to the provisions of Processing of Personal Data (Protection of the Individual) Law of 2001 for the reasons specified in paragraph 12.3 of this Client Agreement.
14. Administration and Marketing
14.1. You accept that the Company may, for the purpose of administering the terms of the Agreement, from time to time, make direct contact with you by email, or text message.
14.2. You accept that the Company or any Affiliate of the Company or any other company in the same group of the Company may contact you, from time to time, by text message, or email for marketing purposes to bring to your attention products or services that may be of interest to you or to conduct market research.
15. Telephone Calls, Faxed Documents and Records
15.1. Telephone conversations between the Client and the Company may be recorded and kept by the Company. Such recordings will be the sole property of the Company. The Client accepts such recordings as conclusive evidence of the Orders or conversations so recorded.
15.2. Faxed documents received by the Company may be electronically scanned and stored by the Company. Reproduction of the scanned version shall constitute conclusive evidence of such faxed instructions.
15.3. Our records will be deemed sufficient evidence of your dealings with us in connection with the Trading Platform. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request in our absolute discretion. You will not object to the admission of our records as evidence in any legal or regulatory proceedings because such records are not originals, are not in writing or are documents produced by a computer.
15.4. Under Applicable Regulations, the Company will keep records containing Client personal data, trading information, account opening documents, communications and anything else which relates to the Client for at least five years after termination of the Agreement or a Transaction.
16. Consent to Electronic Transmission of Information
16.1. You hereby consent to have your Trading Account information and trade confirmations available on the internet in lieu of having such information delivered to you via mail or email. You will be able to access your account information via the Trading Platform using your Account Credentials. We will post all of your account activity and you will be able to generate daily, monthly and yearly reports of account activity as well as a report of each executed trade. Updated account information will be available no later than 24 hours after any activity takes place on your Trading Account. Posting of account information on your online account will be deemed delivery of confirmation and account statements. At all times, account information will include, and is not limited to, trade confirmations with ticket numbers, purchase and sales rates, Margins, amounts available for trading, statements of profit and loss, as well as current open and pending Positions. You may revoke your consent at any time by closing your Trading Account in accordance with this Agreement.
17. General Rules of Trading
17.1. All Orders placed by you shall be transmitted for execution in the Order Book. Hence, we shall not be executing your Orders as a Counter Party in the Transaction against you.
17.2. You acknowledge and agree that each Transaction conducted on the Trading Platform, including the placing of an Order, is comprised of first, an offer by you to a Counter Party to complete a Transaction (whether such offer is to open a Transaction or close an open Transaction) at a certain price quoted on the Trading Platform, and subject to payment of the Trading Fee to us. A Transaction will be deemed to have been completed only when your offer has been received and accepted by the Counter Party and the payment of the applicable Trading Fee has been duly paid to the Company. A confirmation of the Transaction being accepted shall be presented to you.
17.3. We will be under no obligation to, but may in our absolute discretion, provide quotes for, or accept, execute or cancel, all or any part of a Transaction that you have requested through the Trading Platform without giving any reason. You may request to cancel or amend a Transaction at any time prior to our completing such a Transaction. We shall be entitled, but not obliged, to accept such a request in our sole discretion.
17.4. We reserve the right to void from the outset any Transaction containing or based on any Manifest Error. In the absence of our fraud or willful default, we will not be liable to you for any loss, cost, claim, demand or expense following any Manifest Error.
17.5. You acknowledge that all prices and Quotes shown on the Trading Platform are indicative only of outstanding Sell or Buy Orders as available on the Trading Platform and under no circumstances to be interpreted as reflecting the actual market price of the relevant Underlying Assets.
17.6. You shall comply with any restrictions that we notify to you from time to time with respect to your activities on the Trading Platform, including without limitation, the size of Transactions or other conditions that may apply to our quote. You acknowledge that we may offer to and impose on each user, in our sole discretion, different terms and restrictions with respect to their use of the Trading Platform.
17.7. You acknowledge that the Trading Platform is independent of any Underlying Markets and the Counter Party is under no obligation to quote a particular price or follow the trading rules consistent with such Underlying Markets. You further acknowledge that the triggering of your Transaction is linked to the prices quote on the Trading Platform, not the prices quoted on the relevant Underlying Markets. In determining whether the prices quoted on the Trading Platform reach or exceed the price accepted by the counter-party in a Transaction, Prices on the Trading Platform may differ from the current prices on the relevant Underlying Markets and you acknowledge that a Transaction may be triggered even though:
17.7.1. an Underlying Market never traded at the level of your Transaction; or
17.7.2. the Underlying Market did trade at the level of your Transaction but for such a short period that it would have been impractical to execute an equivalent transaction on the Underlying Markets.
17.8. When you complete a Transaction on the Trading Platform, you agree that you are not dealing on a recognized exchange.
17.9. You acknowledge that any prices quoted on the Trading Platform are not set by us but by other Clients. , You undertake and agree not to use the prices quoted on the Trading Platform for any purpose other than for your own trading purpose, and you agree not to redistribute those prices to any other person whether such redistribution is for commercial or other purposes.
17.10. You acknowledge that each Transaction is made for a specified number of Contracts that relates to the Underlying Asset. You may only complete Transactions on the Trading Platform for the minimum number of Number of Contracts as set forth on the Trading Platform as the “Contracts “, and in multiples of such “Number of Contracts” up until the maximum number permitted by the Trading Platform. You acknowledge and agree that we may set, in our sole and absolute discretion, the “Number of Contracts” for each Underlying Asset.
17.11. Each Transaction opened by you, and any Transaction completed, will be binding on you notwithstanding that by opening the Transaction you may have exceeded any credit or other limit applicable to you or in respect of your dealings with us.
17.12. Subject to Paragraph 17.15 you may request a quote to open or close a Transaction for a particular Underlying Asset, at any time during the Trading Hours for such Underlying Asset. We will be under no obligation to but may, in our absolute discretion, provide a quote and accept and act on your offer to open or close a Transaction for an Underlying Asset outside of the Trading Hours of such Underlying Asset. In some cases Transactions may only be traded during the time when the relevant Underlying Market where the Underlying Asset is traded is open. Trading Hours are displayed on the Trading Platform under the details link for each specific Underlying Asset. It is your responsibility to ensure you are aware of which Underlying Asset may be affected.
17.13. Without prejudice to any of our rights hereunder, if, prior to the acceptance of your offer to open or close a Transaction, we become aware that any of the factors set out in Section 17.14 have not been met, we reserve the right to reject your offer outright. If we have, nevertheless, already opened or closed a Transaction prior to becoming aware that a factor set out in Section 17.14 has not been met, we may, in our absolute discretion, either treat such a Transaction as void from the outset or close it at our then prevailing price. However, we may, in our absolute discretion, allow you to open or, as the case may be, close the Transaction in which case you will be bound by the opening or closure of such Transaction, notwithstanding that the factors in Paragraph 17.14 were not satisfied.
17.14. The factors referred to in Paragraph 17.13 include the following:
17.14.1. the quote must be obtained via the Trading Platform or by such other means as we may from time to time notify you;
17.14.2. your offer to open or close the Transaction must be given while the quote is still valid;
17.14.3. the quote must not contain a Manifest Error;
17.14.4. when you offer to open a Transaction, the number of contracts in respect of which the Transaction is to be opened must be neither smaller than the minimum unit amount specified on the Trading Platform for the Instrument, as applicable, from time to time, nor greater than the amount permitted in accordance with the terms of this Agreement;
17.14.5. when you offer to close part but not all of an open Transaction both the part of the Transaction that you offer to close and the part that would remain open if we accepted your offer must not be smaller than the minimum unit amount specified on the Trading Platform;
17.14.6. Force Majeure Event must not have occurred when you offer to open or close a Transaction;
17.14.7. when you offer to open any Transaction, the opening of the Transaction must not result in you exceeding any initial or maintenance margin amount, credit or other limit placed on your dealings;
17.14.8. subject to paragraph 17.12, your offer must be given to us during the Trading Hours for the applicable Underlying Asset in respect of which you offer to open or close the Transaction;
17.14.9. the internet connection or communications are not disrupted;
17.14.10. there is no request of regulatory or supervisory authorities of Cyprus or a court order to the contrary;
17.14.11. the legality or genuineness of the Order is under not under doubt;
17.14.12. there are Normal Market Conditions; and
17.14.13. any other reasonable factor that we, in our sole discretion, notify you from time to time.
17.15. Use of any robots, spiders or other automated data entry system with the Trading Platform is expressly prohibited. All Transactions must be completed manually by you. Any Transaction completed through such use of an automatic data entry system shall be null and void. Upon a breach of this Section 17.15, we may immediately close all or any of your accounts held with us of whatever nature, terminate the Client Agreements without notice and refuse to enter into further Transactions with you. Furthermore, any monies held in your Trading Account shall be frozen and we shall be entitled to deduct any amounts from your Trading Account in order to set off any loss, damages or expenses incurred by us as a result of a breach of this Paragraph. Any remaining monies in your Trading Account will be returned to you in accordance with this Agreement.
17.16. The Company is under no obligation, unless otherwise agreed in the Agreement, to monitor or advise the Client on the status of any Transaction or to close out any Client’s Open Positions. When the Company decides to do so, this will be done on a discretionary basis and will not be considered an undertaking of an obligation to continue. It is the Client’s responsibility to be aware of his positions at all times.
17.17. Abusive Trading. If the Company reasonably suspects that the Client performed abusive trading such as, but not limited to, pip-hunting, scalping, arbitrage, manipulations or a combination of faster/slower feeds, it may, at its absolute discretion, at any time and without prior Written Notice, take one or more of the following actions:
17.17.1. Terminate this Agreement immediately without prior notice to the Client;
17.17.2. Cancel any Open Positions;
17.17.3. Temporarily or permanently bar access to the Trading Platform or suspend or prohibit any functions of the Trading Platform;
17.17.4. Reject or Decline or refuse to transmit or execute any Order of the Client;
17.17.5. Restrict the Client’s trading activity;
17.17.6. In the case of fraud, reverse the funds back to real owner or according to the instructions of the law enforcement authorities of the relevant country;
17.17.7. Cancel or reverse of profits gained through abusive trading or the application of artificial intelligence in the Client Account;
17.17.8. Take legal action for any losses suffered by the Company.
17.18. The Company will use reasonable efforts to execute an Order, but it is agreed and understood that despite the Company’s reasonable efforts transmission or execution may not always be achieved at all for reasons beyond the control of the Company.
18. Our Right to Force Close
18.1. We may specify on the Trading Platform expiration times and dates for various Underlying Assets traded on the Trading Platform. If the Trading Platform specifies such a time of expiration for an Underlying Asset, you hereby authorize us to close any open Transactions with respect to such an Underlying Asset at the price quoted on the Trading Platform at such time.
18.2. You acknowledge that the trading of certain Underlying Assets on the Trading Platform may become volatile very quickly and without warning. Due to the high degree of risk involved in trading volatile Underlying Assets, you acknowledge and agree that we reserve the right to close all or any open Transactions with respect to any Underlying Asset that we determine, in our sole discretion, are volatile, at the price quoted on the Trading Platform at such time without notice.
19. Force Majeure
19.1. We may, in our reasonable opinion, determine that a Force Majeure Event exists. A Force Majeure Event will include, but is not limited to, the following:
19.1.1. any act, event or occurrence (including without limitation any strike, riot or civil commotion, act of terrorism, war, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in our opinion, prevents us from maintaining an orderly market in one or more of the OTCD in respect of which we deal on the Trading Platform;
19.1.2. the suspension or closure of any Underlying Market or the occurrence, abandonment or failure of any Underlying Asset on which we base, or to which we in any way relate, our quote, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event;
19.1.3. the occurrence of an excessive movement in the level of any Transaction and/or Underlying Market or our anticipation (acting reasonably) of the occurrence of such a movement;
19.1.4. any breakdown or failure of transmission, communication or computer facilities, interruption of power supply, or electronic or communications equipment failure; or
19.1.5. the failure of any relevant supplier, Financial Institution, intermediate broker, agent or principal of ours, custodian, sub-custodian, dealer, Underlying Market, clearing house or regulatory or self-regulatory organization, for any reason, to perform its obligations.
19.2. If we determine that a Force Majeure Event exists, we may, in our absolute discretion, without notice and at any time, take one or more of the following steps:
19.2.1. close all or any of your open Transactions at such closing prices as we reasonably believe to be appropriate;
19.2.2. suspend or modify the application of all or part of the Agreement to the extent that the Force Majeure Event makes it impossible or impracticable for us to comply thereto; or
19.2.3. alter the Trading Hours for a particular Transaction.
19.3. You agree that we will not be liable in any way to you or to any other person in the event of a Force Majeure Event, nor for our actions pursuant to Section 19.2, if we decide to take such action. The parties shall be released of all responsibilities for partial or full non-fulfillment of the provisions hereof, as well as for improper fulfillment of the obligations under this Agreement, if such non-fulfillment or improper fulfillment occurred as a result of a Force Majeure Event, which occurred after the Client Agreements were concluded.
20. Hedge of Transactions
21. Payments and Set-Off in the Trading Account
21.1. Upon completing a Transaction, and subject to any applicable adjustments as set forth in this Agreement:
21.1.1. You shall be liable for the Contract Amount if the Transaction is:
126.96.36.199. a Sell, and the closing price of the Transaction is higher than the opening price of the Transaction; or
188.8.131.52. a Buy, and the closing price of the Transaction is lower than the opening price of the Transaction.
21.1.2. You shall receive the Contract Amount if the Transaction is:
184.108.40.206. a Sell, and the closing price of the Transaction is lower than the opening price of the Transaction; or
220.127.116.11. a Buy, and the closing price of the Transaction is higher than the opening price of the Transaction.
21.2. Unless we agree otherwise, all sums for which you are liable pursuant to Section 21 are due immediately upon the closing price of your Transaction being determined by us and the Transaction being closed.
21.3. You hereby authorize us to automatically Debit or Credit your Trading Account for the amounts for which you are liable pursuant to Section 21 upon the closing of a Transaction,. Any failure to enforce our rights hereunder shall not be deemed a waiver by us to enforce our rights hereunder.
21.4. You shall be liable for any and all taxes, fees and assessments with respect to any Transaction you complete on the Trading Platform. It is your obligation alone to calculate and pay all taxes applicable to you in your country of residence, or otherwise arising as a result of your trading activity from the use of the Trading Platform.
21.5. Notwithstanding the above, if required by applicable law, the Company shall deduct at source from any payments due to you such amounts as are required by the tax authorities to be deducted in accordance with applicable law.
21.6. It is possible that other costs for which you are liable, including taxes, relating to transactions carried out on the Trading Platform may arise, which are neither paid via us nor imposed upon us. Without derogating from your sole and entire responsibility to account for all taxes due, you agree that we may deduct tax, as may be required by the applicable law, with respect to your trading activity on the Trading Platform. You are aware that we have a right to set-off any amounts in your Trading Account with such tax deductions, and you hereby authorize us to withdraw amounts from your Trading Account for the purpose of paying such taxes. You shall have no claim against us with regarding such deductions.
21.7. You undertake to pay all stamp expenses relating to this Agreement and any documentation which may be required for the carrying out of the Transactions under this Agreement.
21.8. It is hereby clarified that we reserve the right to charge additional fees or charges in the future associated with the use of the Trading Platform, upon prior notice. The applicable fees or charges may be found on the Company’s Website. Company may vary its fees from time to time. The Company will send a Written Notice to the Clients informing of any changes, before such changes enter into effect.
21.9. Should your country of residence operate regulations or laws which restrict the use of currency or require you to report receipts and payments of that currency to a regulator or legal authority, you agree that you will fulfil any reporting obligations or obtain any required consents or approvals which may arise as a result of your use of the Trading Platform or associated transactions.
22. Deposits and Withdrawals
22.1. Your Trading Account shall be activated upon confirmation by the Company that all compliance reviews and examinations have been duly processed and you have been accepted as a Client of the Company for all intents and purposes.
22.2. The Client may deposit funds into the Trading Account at any time during the course of this Agreement. Deposits will be made via wire transfer or any other the methods accepted by the Company from time to time. The Company will not accept third party or anonymous payments in the Client Account. Deposits shall be made in the Currency of the Trading Account, based on your country of origin as specified in your address and as shall be specified on the Trading Platform, all unless otherwise agreed or specified by us. We shall not, and you shall not request us to, convert any monies available on your credit or which have been paid by you into your Trading Account in one currency to another currency. The detailed information about deposit options is shown on the Website.
22.3. The Company shall have the right to request the Client at any time any documentation to confirm the source of funds deposited into the Client Account. The Company shall have the right to reject a deposit of the Client if the Company is not duly satisfied as to the legality of the source of funds.
22.4. If the Client makes a deposit, the Company shall credit the relevant Trading Account with the relevant amount actually received by the Company within one Business Day following the amount is cleared in the bank account of the Company.
22.5. If the funds sent by the Client are not deposited in the Trading Account when they were supposed to, the Client shall notify the Company and request from the Company to make a banking investigation of the transfer. The Client agrees that any charges of the investigation may be deducted from his Trading Account or paid directly to the bank performing the investigation. The Client understands and agrees that in order to perform the investigation the Client shall have to provide the Company with the requested documents and certificates.
22.6. The Company shall affect withdrawals of Client funds upon the Company receiving a relevant request from the Client in the method accepted by the Company from time to time.
22.7. Upon the Company receiving an instruction from the Client to withdraw funds from the Client Account, the Company shall pay the said amount within five (5) Business Days, if the following requirements are met:
22.7.1. the withdrawal instruction includes all necessary information in accordance with the Company’s instructions;
22.7.2. the instruction is to make a transfer to the originating account (whether it is a bank account, a payment system account etc.) from which the money was originally deposited in the Trading Account or at the Client’s request to a bank account belonging to the Client;
22.7.3. the account where the transfer is to be made belongs to the Client;
22.7.4. at the moment of payment, the Client’s Balance exceeds the amount specified in the withdrawal instruction including all payment charges;
22.7.5. there is no Force Majeure event prohibiting the Company from affecting the withdrawal.
22.7.6. the Client has been fully verified according to the Verification guidelines set forth on the website.
22.8. It is agreed and understood that withdrawals will only be affected towards the Client. The Company will not make withdrawals to any other third party or anonymous account.
22.9. The manner in which we remit monies to you will be in our absolute discretion. The Company reserves the right to decline a withdrawal request of the Client asking for a specific transfer method and the Company has the right to suggest an alternative.
22.10. All payment and transfer charges of third parties will be borne by the Client and the Company shall debit the relevant Trading Account for these charges.
22.11. Withdrawal fees may apply from time to time depending on the Client or type of Trading Account. The applicable fees may be found on the Company’s Website.
22.12. Mistakes made by the Company during transfer of funds shall be refunded to the Client. It is understood that should the Client provide wrong instructions for a transfer, the Company may be unable to correct the mistake and the Client may have to exclusively bear the loss.
22.13. We reserve the right to seek reimbursement from you, if we receive a charge-back from any credit card issuer or with respect to any other payment method, for any reason. We may obtain such reimbursement by charging your Trading Account, deducting amounts from future payments owed to you, charging your credit card or obtaining reimbursement from you by any other lawful means. All bank charges arising from your actions will be deducted from your Trading Account.
23. Client Money Handling Rules
23.1. The Company will promptly place any Client funds it receives into one or more segregated account(s) with reliable financial institutions (i.e. an intermediate broker, a bank, a market, a settlement agent, a clearing house or OTC counterparty) and the Client funds will be segregated from the Company’s own funds in such manner as to prevent the Company from using Clients’ funds in the course of its business.
23.2. The Company may hold Client funds and the funds of other clients in the same account (omnibus account).
23.3. The Company shall not account to the Client for profits or interest earned on Client money (other than profit gained through trading Transactions from his Trading Account(s) under this Agreement) and the Client waives all right to interest.
23.4. The Company may deposit Client money in overnight deposits and will be allowed to keep any interest.
23.5. Client money may be held on the Client’s behalf with an intermediate broker, a bank, a market, a settlement agent, a clearing house or OTC counterparty located within or outside Cyprus. The legal and regulatory regime applying to any such person outside Cyprus will be different from that of Cyprus and in the event of insolvency or any other equivalent circumstances of that person, the Client’s money may be treated differently from the treatment which would apply if the money was held in a Segregated Account in Cyprus. The Company will not be liable for the solvency, acts or omissions of any third party referred to in this paragraph.
23.6. The third party to whom the Company may transfer the Clients’ funds to may hold it in an omnibus account. In the event of insolvency or any other analogous proceedings in relation to that third party, the Company may only have an unsecured claim against the third party on behalf of the Client, and the Client will be exposed to the risk that the money received by the Company from the third party may be insufficient to satisfy the claims of the Client in respect of the relevant account. The Company does not accept any liability or responsibility for any resulting losses.
23.7. The Company is a member of the Investors Compensation Fund (ICF). So, depending on his classification, the Client may be entitled to compensation from the ICF in the event that the Company is unable to meet its obligations as explained in the document with the title Investors Compensation Fund, found on the Company’s Website.
24.1. The Company shall have a general lien on all funds held by the Company or its Associates or its nominees on the Client’s behalf until the satisfaction of his obligations.
25. Inactive and Dormant Client Accounts
25.1. If the Trading Account is inactive for 3 (three) months or more, the Company reserves the right to charge a monthly account maintenance fee. The exact fee schedule will be calculated according to the currency denomination of the Trading Account or as otherwise modified by the Company.
25.2. The company will continue to charge the fee set in Paragraph 25.1 on each calendar month thereafter until (i) the account balance reaches zero or (ii) the account becomes active again.
25.3. If the Trading Account is inactive for four (4) years or more, and after notifying the Client of such inactivity to in its last known address or personal details, the Company reserves the right to close the Trading Account and render it dormant. Money in the dormant account shall remain owing to the Client and the Company shall make and retain records and return such funds upon request by the Client at any time thereafter.
25.4. In the event of inactivity or dormancy, the Company reserves the right to cancel any Cashback privileges the client received in the past.
26. Commencement of the Agreement
26.1. Notwithstanding the application of the relevant provisions hereof on each non-client which visits the Company’s Website, the Agreement shall enter into full force and effect upon the receipt by the Client of a notice sent by the Company informing the Client that he has been accepted as the Company’s Client or that a Trading Account has been opened for him (whether for commercial or demo use).
27. Amendment of the Agreement
27.1. The Company may upgrade the Client Account, convert Trading Account type, upgrade or replace the Platform or enhance the services offered to the Client if it reasonably considers it is to the Client’s benefit and there is no increased cost to the Client.
27.2. The Company may also change any terms of the Agreement for any of the following reasons:
27.2.1. Where the Company reasonably considers that:
the change would make the terms of the Agreement easier to understand; or
the change would not adversely affect the Client;
27.2.2. To cover:
the involvement of any service or facility the Company offers to the Client; or
the introduction of a new service or facility; or
the replacement of an existing service or facility with a new one; or
the withdrawal of a service or facility which has become obsolete, or has ceased to be widely used, or has not been used by the Client at any time in the previous year, or it has become very expensive for the Company to offer;
27.2.3. To enable the Company to make reasonable changes to the services offered to the Client as a result of changes in:
the banking, investment or financial system; or
the systems or Platform used by the Company to run its business or offer the Services hereunder;
27.2.4. As a result of a request of CySEC or of any other authority or as a result of change or expected change in Applicable Regulations;
27.2.5. Where the Company finds that any term in the Agreement is inconsistent with Applicable Regulations. In such a case, it will not rely on that term but treat it as if it did reflect the relevant Applicable Regulations and shall update the Agreement to reflect the Applicable Regulations.
27.3. As long as the Client is able to end the Agreement without charge, the Company may change any of the terms of the Agreement for additional material reasons not specified under Section 27.2 above.
27.4. For any change made under Sections 27.2 and 27.3, the Company shall provide the Client with an advance notice of at least 5 (five) Business Days. The Client acknowledges however that a change which is made to reflect a change of Applicable Regulations may, if necessary, take effect immediately.
27.5. For any change made under 27.2.1, 27.2.4 and 27.2.5, of Section 27.2., the notice of the Company shall be in writing including a post on the Company’s Website. For any other change of the Agreement, the Company may post such change of terms on its Website.
27.6. When the Company provides Written Notice of changes under Sections 27.2 and 27.3 it shall specify the date on which such changes are expected to enter into effect. The Client shall be deemed as such changes were accepted by him unless providing the Company with a notice of his desire to terminate his account due to such changes, provided such notice has been given prior to such changes entering into effect. Under such circumstances the Client shall not have to pay any charges as a result of terminating his account, other than costs due and payable for Services offered until the termination.
27.7. The Company shall have the right to review and change its costs, fees, charges, commissions, financing fees, swaps, trading conditions, execution rules, roll over policy and trading times, found on the Company’s website and/or Platform, from time to time. Such changes shall be effected on the Website and/or the Platform and the Client is responsible to check for updates regularly. The Client shall be deemed as if he accepted the applicable changes unless providing the Company with a notice of his desire to terminate his account due to such changes, provided such notice has been given prior to such changes entering into effect. Under such circumstances the Client shall not have to pay any charges as a result of terminating his account, other than costs due and payable for Services offered until the termination.
27.8. The Company shall have the right to review the Client’s Categorization, according to Applicable Regulations and inform the Client accordingly of the change before it comes into effect by providing the Client with advance notice of at least 5 (five) Business Days. Notwithstanding Section 32.1, changing the Client’s Categorization may also mean changing the type of Trading Account of the Client. The Client shall be treated as accepting the change on that date unless, before then, the Client provided the Company with a notice of his desire to terminate his account due to such changes, provided such notice has been given prior to such changes entering into effect.
28. Termination and Results of Termination
28.1. Without prejudice to the Company’s rights under this Agreement to terminate it immediately without prior notice, the Company may terminate this Agreement with immediate effect by providing the Client with an advance written notice of no less than 7 (seven) Business Days. The Client shall have the right to terminate this Agreement with immediate effect by providing the Company with a prior written notice of no less than 7 (seven) Business Days.
28.2. Termination by any Party hereto will not affect any obligation which has already been incurred by either Party or any legal rights or obligations which may have already risen under the Agreement or any Transactions made hereunder.
28.3. Upon termination of this Agreement, all amounts payable by the Client to the Company will become immediately due and payable including (but without limitation) all outstanding costs and any other amounts payable to the Company, any charges and additional expenses incurred or to be incurred by the Company as a result of the termination of the Agreement.
28.4. Once notice of termination of this Agreement has been sent and before the termination date:
28.4.1. the Client will have to close all of his Open Positions. If he fails to do so, upon termination, the Company will close any of Client’s Open Positions at current prices;
28.4.2. the Company will be entitled to cease to grant the Client access to the Platform(s) or may limit the functionalities the Client is allowed to use on the Platform(s);
28.4.3. the Company will be entitled to refuse to accept new Orders from the Client;
28.4.4. the Company will be entitled to refuse the Client’s requests to withdraw money from the Trading Account and the Company reserves the right to keep Client’s funds as necessary to close positions which have already been opened and/or pay any pending obligations of the Client under the Agreement.
28.5. Upon Termination any or all of the following may apply:
28.5.1. The Company has the right to combine any Client Accounts of the Client, to consolidate the Balances in such Client Accounts and to set off those Balances;
28.5.2. The Company has the right to close the Trading Account(s);
28.5.3. The Company has the right to convert any currency in the Trading Accounts;
28.5.4. The Company has the right to close the Client’s Open Positions;
28.5.5. In the absence of illegal activity or suspected illegal activity or fraud of the Client or if otherwise instructed by the relevant authorities, the Company will (after withholding such amounts that in the Company’s absolute discretion are considered reasonable in respect of future liabilities) pay the Client’s outstanding Balance to the Client as soon as reasonably practicable and provide him with a statement showing the basis for such Balance. Such funds shall be delivered in accordance to the Client’s Instructions to the Client. It is understood that the Company will affect payments only to an account in the name of the Client. The Company has the right to refuse, at its discretion, to affect third party payments. In the event that the Client fails to provide instructions or the Client cannot be reached at his last known address, the Company shall forward such funds (at its sole discretion) directly to his bank account as notified to us or by way of a check sent by mail to the address recorded in his Registration Data. It is the Client’s responsibility to update his Registration Data. The Company shall bear no liability towards the Client for any loss of his outstanding Balance.
29. Event of Default
29.1. Each of the following constitutes an “Event of Default”:
29.1.1. The failure of the Client to perform any obligation due to the Company.
29.1.2. If an application is made in respect of the Client pursuant to the Cyprus Bankruptcy Act or any equivalent act in another Jurisdiction (if the Client is an individual), if a partnership, in respect of one or more of the partners, or if a company, a receiver, trustee, administrative receiver or similar officer is appointed, or if the Client makes an arrangement or settlement with the Client’s creditors or any procedure which is similar or analogous to any of the above is commenced in respect of the Client.
29.1.3. The Client is unable to pay the Client’s debts.
29.1.4. Where any representation or warranty made by the Client in Section 30 is or becomes untrue.
29.1.5. The Client (if the Client is an individual) dies or is declared absent or becomes of unsound mind.
29.1.6. Any other circumstances where the Company reasonably believes that it is necessary or desirable to take any action set out in Section 29.2 of this Agreement.
29.1.7. An action set out in Section 29.2 is required by a competent regulatory authority or body or court.
29.1.8. The Client involves the Company in any type of fraud or illegality or breach of Applicable Regulations or is at risk of involving the Company in any type of fraud or illegality or breach of Applicable Regulations.
29.1.9. In cases of material violation by the Client of the requirements established by legislation of the Republic of Cyprus or other countries, such materiality determined in good faith by the Company.
29.1.10. If the Company suspects that the Client is engaged into money laundering activities, or terrorist financing, or credit card fraud or other criminal activities.
29.1.11. The Company reasonably suspects that the Client performed a prohibited action as set out under Sections 2.13-2.15,4.2 and 4.4.
29.1.12. The Company reasonably suspects that the Client performed abusive trading such as specified under Section 17.20 above.
29.1.13. The Company reasonably suspects that the Client opened the Client Account fraudulently.
29.2. If an Event of Default occurs the Company may, at its absolute discretion, at any time and without prior Written Notice, take one or more of the following actions:
29.2.1. Terminate this Agreement immediately without prior notice to the Client.
29.2.2. Cancel any Open Positions.
29.2.3. Temporarily or permanently bar access to the Platform or suspend or prohibit any functions of the Platform.
29.2.4. Reject or Decline or refuse to transmit or execute any Order of the Client.
29.2.5. Restrict the Client’s trading activity.
29.2.6. In the case of fraud, reverse the funds back to real owner or according to the instructions of the law enforcement authorities of the relevant country.
29.2.7. Cancel profits gained through abusive trading.
29.2.8. Immediately cancel all outstanding trades that were executed by the Client.
29.2.9. Take legal action for any losses incurred by the Company.
30. Representations and Warranties
30.1. You agree that each of the following representations and warranties shall remain in full force and effect each time you open or close a Transaction:
30.1.1. the Registration Data provided to us during the download and registration of the Trading Platform and at any time thereafter is complete, true, accurate and not misleading in all respects and the certificates provided are authentic;
30.1.2. you are of sound mind, legal age and legal competence under applicable jurisdiction;
30.1.3. you are duly authorized to execute and deliver the Agreement, to open each Transaction and to perform your obligations hereunder and thereunder and have taken all necessary action to authorize such execution, delivery and performance;
30.1.4. you understand how the Transactions hereunder operate before you place an offer to open a Transaction on the Trading Platform. By doing so, you warrant that you understand the terms and conditions of this Agreement and any legal and financial implications thereof;
30.1.5. you have read and understand the “Risks Disclosure and Warnings Notice” found on the Company’s Website;
30.1.6. you have taken all reasonable steps to understand the specifications and characteristics of the Trading Platform and the associated hardware, software, data processing and telecommunication systems and networks required to access and operate the Trading Platform;
30.1.7. You are acting as a principal and not as an agent or representative or trustee or custodian on behalf of someone else. The Client may act on behalf of someone else only if the Company specifically consents to this in writing and provided all the documents required by the Company for this purpose have been received;
30.1.8. any person representing you in opening or closing a Transaction will have been, and the person entering into the Client Agreements on your behalf is, duly authorized to do so on your behalf;
30.1.9. you are not an employee of any Underlying Market, a corporation in which any Underlying Market owns a majority of the capital stock, a member of any Underlying Market and/or firm registered on any Underlying Market or any bank, trust or insurance company that trades in Underlying Assets covered under this Agreement between us;
30.1.10. you will not enter into any Transaction for the purposes of arbitrage, Scalping or to exploit any temporal and/or minor inaccuracy in any rate or price offered on the Trading Platform;
30.1.11. you have obtained all relevant governmental or other authorizations and consents required by you in connection with this Agreement and in connection with opening or closing Transactions and such authorizations and consents are in full force and effect and all of their conditions have been and will be complied with;
30.1.12. the execution, delivery and performance of the Agreement and your use of the Trading Platform including each Transaction you complete thereto will not violate any law, ordinance, charter, by-law or rule applicable to you, in the jurisdiction in which you are resident, or any agreement by which you are bound or by which any of your assets are affected;
30.1.13. other than in exceptional circumstances you will not send funds to your Trading Account from any bank account other than as stipulated in the Registration Data;
30.1.14. the Client’s funds used for trading are not in any direct or indirect way the proceeds of any illegal activity or used or intended to be used for terrorist financing;
30.1.15. you are not a politically exposed person and does not have any relationship (for example relative or business associate) with a person who holds or held in the last twelve months a prominent public position. If the above statement is untrue and in the event that you have not disclosed this already in the Account Opening Application Form, you will inform the Company as soon as possible if at any stage during the course of this Agreement you become a politically exposed person;
30.1.16. you confirm that you have regular access to the internet and consent to the Company providing you with information, including, without limitation, information about amendments to the terms and conditions, costs, fees, this Agreements, Policies and information about the nature and risks of investments by posting such information on the Website and/or via email.
30.2. Any breach by you of any of the representations and warranties set forth in Section 30.1 above or anywhere else in this Agreement renders any Transaction voidable from the outset or may entitle the Company to close, at its sole discretion, any outstanding Transactions at the then applicable prices.
31.1. You agree to indemnify, and hold us, our affiliates, employees, agents and successors harmless, from and against any and all liabilities, losses, damages, costs and expenses, including attorney fees, we incur arising out of your failure to fully and timely perform your obligations under the Agreement or any Third Party Licenses, or as a result of your breach of any warranty, representation or covenant made by you under the Agreement or any Third Party Licenses. Without derogating from the generality of the foregoing, you agree to be fully and personally liable for the due settlement of every Transaction entered into using your Account Credentials on the Trading Platform, including any and all taxes, fees and assessments that may be payable with respect to a Transaction to any governmental entity. You agree to indemnify us fully in respect of all liabilities, costs and losses whatsoever as we may incur as a result, direct or indirect, of your failure to perform or settle a Transaction, including with respect to Financial Institutions which we contract with to execute Transactions on your behalf.
31.2. You also agree to promptly pay us all damages, costs and expenses, including legal fees, we have incurred in the enforcement of any of the provisions of the Agreement. Further, we shall not be held liable and are released from all claims and losses arising out of, inter alia:
31.2.1. any act or omission by any person obtaining access to your Trading Account or Account Credentials, whether or not you have authorized such access;
31.2.2. delay, failure or error by you in implementing any reasonable instructions we have provided to you;
31.2.3. inaccurate or incomplete instructions received by you;
31.2.4. any reliance or use by you or any other third party with access to your Trading Account of any Financial Data, whether to complete a Transaction on the Trading Platform or for any other purpose whatsoever.
32.1. WE, SPECIFICALLY, DO NOT WARRANT THAT:
32.1.1. the Trading Platform will meet your individual requirements and it is therefore your responsibility to ensure that the facilities and functions of the Trading Platform meet your requirements;
32.1.2. your equipment, software, and communication connections will be compatible with the hardware and software we employ to provide the Trading Platform;
32.1.3. the use of the Trading Platform will be uninterrupted, secure or error-free or free of bugs and you agree that the existence of any minor errors or bugs shall not constitute a breach of this Agreement;
32.1.4. we will be able to prevent third party disruptions of and to the operation of the Trading Platform;
32.1.5. errors will be corrected in the Trading Platform;
32.1.6. we will detect every bug in the Trading Platform;
32.1.7. by using our Trading Platform you will be able to gain profits;
32.1.8. you will not bear losses pursuant to your engagements with our Trading Platform;
32.2. You acknowledge that we neither control the transfer of data over telecommunications facilities, including without limitation the internet nor are we responsible for communication failures, distortions or delays when trading online (via the internet or a mobile service).
32.3. You acknowledge that the trading you conduct on the Trading Platform is not conducted on a recognized securities exchange, rather they are undertaken over the counter (OTC) and as such they may expose the Client to greater risks than regulated exchange transactions.
32.4. We hereby further disclaim that we shall have no liability to any loss resulting from or related to any:
32.4.1. disruption of your connections to the internet;
32.4.2. loss to or corruption of any of your data or records, whether stored on the Trading Platform or not, or lack of back-up thereof;
32.4.3. security breaches resulting in part or in whole from third-party software or networking goods or services or from actions or events outside of our reasonable control;
32.4.4. provision of security-related services that we may voluntarily provide outside the scope of the Agreement; and
32.4.5. use of the Trading Platform that is not in strict compliance with the Agreement or any technical documentation we provide to you or make available to you by any other means, including without limitation, on our Website;
32.4.6. any failure by the Company to perform any of its obligations under the Agreement as a result of a Force Majeure Event or any other cause beyond its control;
32.4.7. any person obtaining your Account Credentials prior to the Client’s reporting to the Company of the misuse of the same;
32.4.8. unauthorized third persons having access to information, including electronic addresses, electronic communication, personal data and Account Credentials when the above are transmitted between the Parties or any other party, using the internet or other network communication facilities, post, telephone, or any other electronic means;
32.4.9. any of the risks of the Risks Disclosure and Warnings Notice, found on the Company’s Website;
32.4.10. any changes in the rates of tax applicable to the Client;
32.4.11. the contents, correctness, accuracy and completeness of any communication spread by the use of the Trading Platform;
32.4.12. any acts or omissions (including negligence and fraud) of the Client;
32.4.13. Currency risk materializing.
32.5. With respect to any Financial Data or other information that we or any third party service provider provide to you in connection with your use of the Trading Platform:
32.5.1. we and any such provider are not responsible or liable if any such data or information is inaccurate or incomplete in any respect;
32.5.2. we and any such provider are not responsible or liable for any actions that you take or do not take based on such data or information;
32.5.3. you will use such data or information solely in accordance and for the purposes set forth in the Agreement;
32.5.4. such data or information is and shall be deemed the Company’s proprietary and the proprietary of third party providers as applicable, and you will not retransmit, redistribute, publish, disclose or display in whole or in part such data or information to third parties except as required by applicable regulations;
32.5.5. you will use such data or information solely in compliance with any applicable laws and regulations.
33. Limitation of Liability
33.1. Subject to Sections 33.2-33.5 of this Agreement our aggregate liability to you in respect of all claims arising out of or in connection with the Agreement (including without limitation as a result of breach of contract, negligence or any other tort, under statute or otherwise) will be limited to the aggregate amount of the deposits less withdrawals associated with your Trading Account.
33.2. Subject to Paragraphs 33.2 and 33.5 of this Agreement, you will be liable to us for:
33.2.1. any loss (whether direct or indirect) of revenue or profits;
33.2.2. any loss (whether direct or indirect) of anticipated savings;
33.2.3. any loss (whether direct or indirect) of goodwill or injury to reputation;
33.2.4. any loss (whether direct or indirect) of business opportunity or arising from business interruption;
33.2.5. any loss (whether direct or indirect) of or corruption to data;
33.2.6. indirect, consequential, incidental, exemplary, punitive or special loss or damage in each case arising out of or in connection with the Agreement including without limitation as a result of breach of contract, negligence or any other tort, under statute or otherwise, and regardless of whether either party knew or had reason to know of the possibility of the loss, injury or damage in question.
33.3. Nothing in the Agreement will exclude, limit or restrict your liability for death or personal injury resulting from the negligence by you (or anyone on your behalf) or any other matter in respect of which liability cannot by applicable law be limited.
33.4. Nothing in this Section 33 will exclude, limit or restrict your liability for fraud or fraudulent misrepresentation committed by you (or anyone on your behalf).
33.5. Subject to Sections 33.1 to 33.4 of this Agreement, our liability, to the extent applicable, for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in Cyprus.
33.6. The Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Trading Platform. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in the Agreement. Any condition, warranty, representation or other term concerning the supply of the Trading Platform which might otherwise be implied into, or incorporated in, the Agreement, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
34. Authority to Trade
34.1. You hereby authorize us to act on any instruction given or appearing to be given by you on the Trading Platform.
34.2. We shall be entitled, and you hereby authorize us, to rely upon any oral, electronic or written communication or instruction received from you. You agree that:
34.2.1. once logged on to the Trading Platform following entry of the Account Credentials, we are authorized to act upon instructions without enquiring as to the validity of the instructions and to consider the instructions of like force and effect as written orders made by you;
34.2.2. following log-in to the Trading platform, nothing in this Section will oblige us to verify the validity of each instruction or the signatures prior to every trade;
34.2.3. you shall bear the economic risk of all instructions, whether authorized, unauthorized, improper or fraudulent, even if it transpires such instructions were provided without your authority. You shall indemnify us against and hold us harmless against all losses, costs, fees, damages, expenses, claims, suits, demands and liabilities whatsoever that we may suffer or incur or that may be brought against us, in any way relating to or arising out of our acting upon, delay in acting upon or refusal to act upon any such instructions or information.
34.3. Without derogating from the above, we will not be under any duty to act in accordance with any instruction if we reasonably believe that:
34.3.1. the person who provided such an instruction was acting in violation of his authority;
34.3.2. acting upon such an instruction would infringe any law, rule, regulation or the Agreement;
34.3.3. in the event we have accepted an offer to perform a Transaction that we later suspect falls within Sub-Sections (a) or (b) above, we may, in our absolute discretion, either close such a Transaction at the then prevailing price quoted on the Trading Platform or treat the Transaction as having been voided from the outset.
NOTHING IN THIS SECTION SHALL BE CONSTRUED AS AN OBLIGATION ON OUR PART TO INQUIRE ABOUT THE AUTHORITY OF ANY PERSON WHO PURPORTS TO REPRESENT YOU.
34.4. Any offer to open or close a Transaction (including an Order) must be made by you through the Trading Platform only. Written offers to open or close a Transaction, including offers sent by fax, email or text message will not be accepted.
34.5. If we receive an offer to open or close a Transaction other than in accordance with Section 34.4 above, we may act on such an offer, in our absolute discretion, however we will not be responsible for any loss, damage or cost that you suffer or incur arising out of any error, delay or omission on our part to act or refusal to act on such offer.
35. Relationship of the Parties
35.1. You will open each Transaction with us as principal and not as agent for any person. This means that unless we have otherwise agreed in writing, we will treat you as our Client for all purposes and you will be directly and personally responsible for performing your obligations under each Transaction entered into by you. If you act in connection with or on behalf of someone else, whether or not you identify that person to us or not, we will not accept that person as a Client of ours and we will accept no obligation to them unless otherwise specifically agreed in writing.
35.2. Dealings with you will be carried out by us on an execution-only.
36. Communications and Written Notices
36.1. Unless the contrary is specifically provided in this Agreement, any notice, request or other communication to be given to the Company by the Client under the Agreement shall be sent to the Company’s address below (or to any other address which the Company may from time to time specify to the Client for this purpose) by email, facsimile, post if posted in Cyprus, or airmail if posted outside Cyprus, or commercial courier service and shall be deemed delivered only when actually received by the Company at the contact details appearing in the first page.
36.2. In order to communicate with the Client, the Company may use any of the following methods: email, Platform’s internal mail, facsimile transmission, telephone, post, commercial courier service, air mail or the Company’s Website.
36.3. The Company shall contact the Client at the contact details on his Registration Data. Hence, the Client has an obligation to notify the Company immediately of any change in the Client’s contact details.
36.4. The following methods of communication are considered as Written Notice from the Company to the Client: email, Platform’s internal mail, facsimile transmission, post, commercial courier service, air mail or the Company’s Website. The following methods of communication are considered as Written Notice from the Client to the Company: email, facsimile transmission, post, commercial courier service or air mail or commercial courier.
36.5. Any communications sent to the Client (documents, notices, confirmations, statements, reports etc.) are deemed received:
36.5.1. If sent by email, within one hour after the email has been sent it and provided a proof of receipt has been presented.
36.5.2. If sent by the Platform’s internal mail, immediately following delivery.
36.5.3. If sent by facsimile transmission, upon receipt by the sender of a transmission report from its facsimile machine confirming receipt of the message by recipient’s facsimile machine.
36.5.4. If delivered by telephone, once the telephone conversation has been completed.
36.5.5. If sent by post, 7 (seven) calendar days after posting the notice.
36.5.6. If sent via commercial courier service, at the date of signing of the document on receipt of such notice.
36.5.7. If posted on the Company’s Website, within one hour after it has been posted.
37. Entire Agreement
37.1. This Agreement and any affiliated documents referred to herein set out the entire agreement and understanding between the Parties in respect of the subject matters hereof. This Agreement supersedes any previous agreement or understanding between you and us in respect of the subject matter hereof and thereof.
37.2. You represent and agree that by entering into the Agreement you do not rely on, and will have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to the Agreement or not) other than as expressly set out in the Agreement.
38.1. Should any part of this Agreement be held by any Court of competent jurisdiction to be unenforceable or illegal or contravene any rule, regulation or by law of any Market or regulator, that part will be deemed to have been excluded from this Agreement from the beginning, and this Agreement will be interpreted and enforced as though the provision had never been included and the legality or enforceability of the remaining provisions of the Agreement or the legality, validity or enforceability of this provision in accordance with the law and/or regulation of any other jurisdiction, shall not be affected.
39.1. Any failure to exercise or any delay in exercising a right or remedy provided by the Agreement will not constitute a waiver of the right or remedy or a waiver of any other rights or remedies. A waiver of a breach of any of the terms of the Agreement will not constitute a waiver of any other breach and will not affect the other terms of the Agreement.
39.2. The rights and remedies provided by the Agreement are cumulative and (except as otherwise provided in the Agreement) are not exclusive of any rights or remedies provided at law or in equity.
40.1. You may not assign or transfer any of your rights or delegate any of your obligations under the Agreement, whether by operation of law or otherwise, either on a permanent or temporary basis to a third party without our prior written consent.
40.2. You acknowledge and agree that we may assign our rights or obligations under the Agreements or the entire Agreement to a successor of all or substantially all of our business or assets without your consent, provided such assignment does not adversely affect your rights pursuant to this Agreement. The Company may sell, transfer or otherwise share some or all of your assets, including among others your Registration Data, personal information and Log Data, in connection with a merger, acquisition, reorganization or sale of all or substantially all of our shares or assets, or in the event of our bankruptcy and may also transfer your Client funds under the same circumstances.
41.1. In cases where the Client is introduced to the Company through a third person such as a business introducer or associate network who performs marketing for the Company (both called an “Introducer”), the Client acknowledges that the Company is not responsible or accountable for the conduct and/or representations of the Introducer and the Company is not bound by any separate agreements entered into between the Client and the Introducer.
41.2. The Client acknowledges and confirms that this agreement or relationship with the Introducer may result in additional costs, since the Company may be obliged to pay commission fees or charges to the Introducer. If such apply they will be disclosed to the Client as provided under Applicable Regulations.
42. Complaints and Disputes
42.1. If the Client wishes to report a complaint, he must send an email to email@example.com. The Company will send an initial response within ten (10) Business Days from the receipt of the Client complaint. If the complaint requires further investigation and the Company cannot resolve it within ten (10) Business Days, the Company will issue a holding response. When a holding response is sent, it will indicate when the Company will make further contact (which should be within eight weeks of receipt of the Complaint).
42.2. If a situation arises which is not expressly covered by this Agreement, the Parties agree to try to resolve the matter on the basis of good faith and fairness and by taking such action as is consistent with market practice.
42.3. The Client’s right to take legal action remains unaffected by the existence or use of any complaints procedures referred to above.
43. Governing Law and Jurisdiction
43.1. The interpretation, construction, effect and enforceability of the Agreement shall be governed by the Laws of the Republic of Cyprus, and the Parties hereto agree to submit any and all matters arising from this Agreement to the exclusive jurisdiction of the competent courts in Nicosia, Cyprus. The Client specifically acknowledges that all Transactions carried out on the Trading Platform are governed by Cyprus Laws regardless of the location of the Registered User.
43.2. Without derogating from the above, all Transactions on behalf of the Client shall be subject to applicable regulations and any other public authorities which govern the operation of the Cyprus Investment Firms, as amended or modified from time to time. The Company shall be entitled to take or omit to take any measures which it considers necessary to ensure compliance with the applicable regulations and the relevant market rules. Any such measures as may be taken shall be binding upon the Client.
44. Multiple Account Holders
44.1. Where the Client comprises two or more persons, the liabilities and obligations under the Agreement shall be joint and several. Any warning or other notice given to one of the persons which form the Client shall be deemed to have been given to all the persons who form the Client. Any Order given by one of the persons who form the Client shall be deemed to have been given by all the persons who form the Client.
44.2. In the event of the death or mental incapacity of one of the persons who form the Client, all funds held by the Company or its Nominee, will be for the benefit and at the order of the survivor(s) and all obligations and liabilities owed to the Company will be owed by such survivor(s).