最終の更新します May 25th, 2015
1.1. The Agreement is entered by and between YBinary (hereinafter called the “Company”) on the one part and the Client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Company as a Client (“Client”) on the other part.
1.2. This Client Agreement with the following documents found on the Company’s Website, as amended from time to time: Client Categorization Policy, Investor Compensation Fund, Risks Disclosure and Warnings Notice, Summary of Best Interest and Order Execution Policy, Summary of Conflicts of Interest Policy (together, the “Agreement”) set out the terms upon which the Company will offer Services to the Client. In addition, the various documents above sets out the matters which the Company is required to disclose to the Client under the Applicable Regulations.
1.4. The Agreement overrides any other agreements, arrangements, express or implied statements made by the Company or any Introducer(s).
1.5 Ybinary is a brand owned and operated by Y Marketing Services LTD, 20-22 Wenlock Road, London, England. which is a subsidiary of Y Marketing Limited, Suite 505 Grifiteh Corporate Centre, P.O. Box 1501, Beachmont, Kingstown, incorporated in Saint Vincent and the Grenadines.
2.1. In this Agreement:
“Access Data” shall mean the Login and Password of the Client, which are required so as to have access on and use the Platform.
“Account Opening Application Form” shall mean the application form/questionnaire completed by the Client in order to apply for the Company’s Services under this Agreement and a Client Account, via which form/questionnaire the Company will obtain amongst other things information for the Client’s identification and due diligence, his categorization and appropriateness or suitability (as applicable) in accordance with the Applicable Regulations.
“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 common control with the Company; and “control” means the power to direct or the presence of ground to manage the affairs of the Company or entity.
“Agreement” shall mean this “Client Agreement” and the following documents found on the Company’s Website: the Client Categorization Policy, Investor Compensation Fund, Risks Disclosure and Warnings Notice, Summary of Best Interest and Order Execution Policy, Summary of Conflicts of Interest Policy, as amended from time to time and any subsequent Appendices added thereto.
“Applicable Regulations” shall mean the Rules of the relevant Market
“Binary Option” shall mean the Financial Instrument traded under this Agreement, which allows the traders to earn a fixed amount if they correctly predict whether the value of the Underlying Asset will reach above or below the Strike Price when it expires. If traders incorrectly predict the direction of the asset’s value, they lose their investment.
“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 international holidays to be announced on the Company’s Website.
“Call Option” shall mean the one of the two option choices in Binary Options trading. If a trader believes that the value of the Underlying Asset will reach a higher value at the time of expiry, then they can purchase a call option.
“Event of Default” shall have the meaning given in paragraph 24.1.
“Financial Instrument” shall mean the Financial Instruments under the Company’s CIF license which can be found in the document “Company Information” on the Website.
“Force Majeure Event” shall have the meaning as set out in paragraph 27.1.
“Introducer” shall have the meaning as set put in paragraph 35.1.
“Investment Services” shall mean the Investment Services under the Company’s CIF license which can be found in the document “Company Information” on the Website.
“Open Position” shall mean any open option contract (call and / or put) which has not been closed.
“Order” shall mean an instruction from the Client to trade in Binary Options. There are two types of orders in Binary Option trading: Call Option and Put Option.
“Parties” shall meanthe parties to this Client Agreement – the Company and the Client.
“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 technical facilities, which facilitates trading activity of the Client in Binary Options via the Client Account.
“Politically Exposed Persons” shall mean:
“Put Option” shall mean one of the two option choices in Binary Option trading. If a trader believes that the value of the underlying asset will drop to a lower value at the time of expiry, then they can purchase a call option.
“Services” shall mean the services to be offered by the Company to the Client under this Agreement, as set out in paragraph 6.1.
“Strike Price” shall mean the he price at which the owner of an option can purchase (call) or sell (put) the Underlying Asset.
“Underlying Asset” shall mean the object or underlying asset in a Binary Option which may be Currencies, Equity Indices, Metals, Forwards, Commodities, Stocks and Indices, Futures. It is understood that the list is subject to change and clients must refer each time on the Platform.
“Underlying Market” shall mean the relevant market where the Underlying Asset is traded.
“Website” shall mean the Company’s website at www.ybinary.com or any such other website as the Company may maintain from time to time.
“Written Notice” shall have the meaning set out in paragraphs 23.3. and 23.4.
2.2. Words importing the singular shall import the plural and vice versa. Words importing the masculine shall import the feminine and vice versa.Words denoting persons include corporations, partnerships, other unincorporated bodies and all other legal entities and vice versa.
2.3. Paragraph headings are for ease of reference only.
2.4. 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.
3.1. After the Client fills in and submits the Account Opening Application Form together with all the required identification documentation required by the Company for its own internal checks, the Company will send him a notice informing him whether he has been accepted as a Client of the Company. It is understood that the Company is not to be required (and may be unable under Applicable Regulations) to accept a person as its Client until all documentation it requires has been received by the Company, 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 satisfied. It is further understood that the Company reserves the right to impose additional due diligence requirements to accept Clients residing in certain countries.
3.2. The Agreement shall take effect and commence 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.
4.1. According to Applicable Regulations, the Company has to categories its Clients in one of the following categories: Retail Client, Professional Client or Eligible Counterparty. The categorization shall depend on the information provided by the Client in his Account Opening Application Form and according to the method of categorisation as this method is explained under the Client Categorization Policy found on the Company’s Website. By accepting this Agreement the Client accepts application of such method. The Company will inform the Client of his categorization.
4.2. The Client accepts that when categorising the Client and dealing with him, the Company will rely on the accuracy, completeness and correctness of the information provided by the Client in his Account Opening Application Form and the Client has the responsibility to immediately notify the Company in writing if such information changes at any time thereafter.
4.3. It is understood that the Company has the right to review the Client’s Categorisation and change his Categorisation if this is deemed necessary (subject to Applicable Regulations).
5.1. In providing the Service of Reception and Transmission and Execution of Client Orders, the Company is obliged under Applicable Regulations to seek information from a Client or potential Client regarding his knowledge and experience in the investment field relevant to the specific type of service or Financial Instrument offered or demanded, so as to enable the Company to assess whether the service or Financial Instrument is appropriate for the Client. Where the Client or potential Client elects not to provide the information regarding his knowledge and experience, or where he provides insufficient information regarding his knowledge and experience, the Company will not be able to determine whether the service or Financial Instrument is appropriate for him. The Company shall assume that information about his knowledge and experience provided from the Client to the Company is accurate and complete and the Company shall have no responsibility to the Client if such information is incomplete or misleading or changes or becomes inaccurate and the Company will be deemed to have performed its obligations under Applicable Regulations, unless the Client has informed the Company of such changes.
6.1. Binary Options trading with the Company involves the provision of the following investment and ancillary services from the Company to the Client, subject to the Client’s obligations under the Agreement being fulfilled:
6.2. The Company reserves the right, at its discretion, at any time to withdraw the whole or any part of the Services or types of Binary Options or Underling Assets on a temporary or permanent basis and the Client agrees that the Company will have no obligation to inform the Client of the reason.
6.3. It is understood that the Company shall not hold any Client assets or Financial Instruments of the Client and shall not be providing safekeeping and administration of Financial Instruments for the account of Client or custodianship.
7.1. The Company will not advise the Client about the merits of a particular Order or give him any form of investment advice and the Client acknowledges that the Services do not include the provision of investment advice in Binary Options or the Underlying Markets or Assets.The Client alone will decide how to handle his Client Account and place Orders and take relevant decisions based on his own judgement.
7.2. The Company will not be under any duty to provide the Client with any legal, tax or other advice relating to any Transaction. The Client may wish to seek independent advice before entering into a Transaction.
7.3. 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, recommendations, news, market commentary or other information but not as part of its Services to the Client. Where it does so:
(a) The Company will not be responsible for such information.
(b) The Company gives no representation, warranty or guarantee as to the accuracy, correctness or completeness of such information or as to the tax or legal consequences of any related Transaction.
7.4. 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 without notice.
8.1. Subject to the Client’s obligations under the Agreement being fulfilled, the Company hereby grants the Client a limited License, which is non-transferable, non-exclusive and fully recoverable, to use the Platform (including the use if the Website and any associated downloadable software available from time to time) in order to place Orders in Binary Options.
8.2. The Company reserves the right, at its discretion, at any time to withdraw the whole or any part of the License or the Platform or Website or downloadable software and to alter, change, modify, remove, limit or add any part or functionality or command or mode on a temporary or permanent basis and the Client agrees that the Company will have no obligation to inform the Client of the reason.
8.3. The Company does not guarantee that the Client will be able to access or use the Platform at all times and from any location.
8.4. The Company has the right to shut down the Platform at any time for maintenance purposes without prior notice to the Client, but this will be done only in weekends. In these cases the Platform will be inaccessible.
8.5. The Client is solely responsible for providing and maintaining the compatible equipment necessary to access and use the Platform, which includes at least a personal computer, internet access by any means and telephone or other access line. Access to the internet is an essential feature and the Client shall be solely responsible for any fees necessary in order to connect to the internet.
8.6. The Client represents and warrants that he has installed and implemented appropriate means of protection relating to the security and integrity of his computer and that he has taken appropriate actions to protect his system from computer viruses or other similar harmful or inappropriate materials, devices, information or data that may potentially harm the Website, the Platform or other systems of the Company. The Client further undertakes to protect the Company from any wrongful transmissions of computer virus or other similarly harmful or inappropriate material or device to the Company Platform from his personal computer.
8.7. The Company will not be liable to the Client should his computer system fail, damage, destroy and/or format his records and data. Furthermore, if the Client incurs delays and any other form of data integrity problems that are a result of his hardware configuration or mismanagement, the Company shall not be liable.
8.8. The Company will not be liable for any such disruptions or delays or problem in any communication experienced by the Client when using the Platform.
8.9. Orders with the Company are placed only with the use of Access Data on the Platform, through the Client’s compatible personal computer connected to the internet. It is agreed and understood that the Company will be entitled to rely and act on any Order given by using the Access Data on the Trading Platform without any further enquiry to the Client and any such Orders will be binding upon the Client.
9.1. The Platform, all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, color scheme, graphics and data names are the sole and exclusive Intellectual Property (IP) of the Company and are protected by local and international intellectual property laws and treaties. This Agreement does not convey an interest in or to the Platform but only a right to use the Platform according to the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights.
9.2. Under no circumstances shall the Client obscure or remove any copyright, trademark or any other notices from any of the Company’s IP or Website or Platform.
9.3. The Company owns all the images displayed on its Website, the Platform and downloadable software and material. The Client may not use these images in any way other than the manner which the Company provides them for.
9.4. The Client is permitted to store and print the information made available to him through the Company’s Website or Platform including documents, policies, text, graphics, video, audio, software code, user interface design or logos. The Client is not permitted to alter, modify, publish, transmit, distribute, otherwise reproduce commercially exploit that information, in whole or in part, in any format to any third party without the Company’s express written consent.
9.5. The Client represents and warrants that he will not use the IP or the Platform or Website in contravention to this Agreement, or for unauthorized or unlawful purposes and that he will use the IP, Platform and Website only for the benefit of his Client Account and not on behalf of any other person.
10.1. It is absolutely prohibited for the Client to take any of the following actions:
10.2. Should the Company reasonably suspect that the Client has violated the terms of paragraph 10.1., the Company is entitled to take one or more of the following counter measures of paragraph 14.2.
11.1. The Client agrees to keep secret and not to disclose his Access Data to any person.
11.2. The Client should not write down his Access Data. If the Client receives a written notification of his Access Data, he must destroy the notification immediately.
11.3. The Client agrees to notify the Company immediately if he knows or suspects that his Access Data has or may have been disclosed to any unauthorised person. The Company will then take steps to prevent any further use of such Access Data and will issue replacement Access Data. The Client will be unable to place any Orders until he receives the replacement Access Data.
11.4. The Client agrees that he will co-operate with any investigation the Company may conduct into any misuse or suspected misuse of his Access Data.
11.5. The Client acknowledges that the Company bears no responsibility if unauthorized third persons gain access to information, including electronic addresses, electronic communication, personal data and Access Data 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.
11.6. If the Company is informed from a reliable source that the Access Data of the Client may have been received by unauthorised third parties, the Company may, at its discretion without having an obligation to the Client, deactivate the Client Account.
12.1. Orders placed on the Platform are executed according to the Summary of Best Interest and Order Execution Policy, found on the Company’s Website.
12.2. 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.
13.1. Without prejudice to any other provisions herein, the Company is entitled, at any time and at its discretion, without giving any notice or explanation to the Client to restrict the Client’s trading activity, to cancel Orders, to decline or refuse to transmit or execute any Order of the Client, and the Client has no right to claim any damages, specific performance or compensation whatsoever from the Company, in any of the following cases:
14.1. Each of the following constitutes an “Event of Default”:
(h) 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.
14.2. 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:
(a) Terminate this Agreement immediately without prior notice to the Client.
(b) Cancel any Open Positions.
(c) Temporarily or permanently bar access to the Platform or suspend or prohibit any functions of the Platform.
(d) Reject or Decline or refuse to transmit or execute any Order of the Client.
(e) Restrict the Client’s trading activity.
(f) 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.
(g) Cancel of profits gained through abusive trading or the application of artificial intelligence in the Client Account.
(h) Take legal action for any losses suffered by the Company.
15.1. The Company shall provide the Client with adequate reporting on his Orders. For this reason, the Company will provide the Client with an online access to his Client Account via the Platform.
15.2. If the Client has a reason to believe that the Confirmation is wrong or if the Client does not receive any Confirmation when he should, the Client shall contact the Company seven Business Days from the date the Company of the Order was sent or ought to have been sent (in the event that a Conformation was not sent). If the Client expresses no objections during this period, the content is considered as approved by him and shall be deemed conclusive.
16.1. The Company will promptly place any Client money 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 money and cannot be used in the course of its business.
16.2. The Company may hold Client money and the money of other clients in the same account (omnibus account).
16.3. 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 Client Account(s) under this Agreement) and the Client waives all right to interest.
16.4. The Company may deposit Client money in overnight deposits and will be allowed to keep any interest.
16.5. The Company may deposit Client money with a third party (i.e. intermediate broker, a bank, a market, a settlement agent, a clearing house or OTC counterparty) who may have a security interest, lien or right of set-off in relation to that money.
61.6. 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. The Company will not be liable for the solvency, acts or omissions of any third party referred to in this paragraph.
16.7. The third party to whom the Company will pass money may hold it in an omnibus account and it may not be possible to separate it from the Client’s money, or the third party’s money. In the event of the 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 is insufficient to satisfy the claims of the Client with claims in respect of the relevant account. The Company does not accept any liability or responsibility for any resulting losses.
16.9. It is understood that profit or loss from trading is deposited in/withdrawn from the Client Account at the end of the Business Day when the Order is completed.
17.1. If the Client Account is inactive for six months or more, the Company reserves the right to charge an account maintenance fee of 50 EUR/USD/GBP or 5000 JPY (depending in the Currency of the Client Account) per annum or as changed by the Company and notified to the Client.
17.2. If the Client Account is inactive for four (4) years or more, and after notifying the Client in its last known address, the Company reserves the right to close the Client 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.
18.1. The Client Account shall be activated upon the Client depositing the minimum initial deposit, according to the type of Client Account, as determined by the Company in its discretion from time to time.
18.2. The Client may deposit funds into the Client Account at any time during the course of this Agreement. Deposits will be made via the methods accepted by the Company from time to time. The Company will not accept third party or anonymous payments in the Client Account. The detailed information about deposit options is shown on the Website.
18.3. 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.
18.4. If the Client makes a deposit, the Company shall credit the relevant Client 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.
18.5. If the funds sent by the Client are not deposited in the Client 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 shall be paid by the Client and deducted from his Client Account or paid directly to the bank performing the investigation. The Client understands and aggress that in order to perform the investigation the Client shall have to provide the Company with the requested documents and certificates.
18.6. The Company shall effect 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.
18.7. Upon the Company receiving an instruction from the Client to withdraw funds from the Client Account, the Company shall pay the said amount within three (3) Business Days, if the following requirements are met:
(a) the withdrawal instruction includes all necessary information in the Personal Area;
(b) the instruction is to make a transfer to the originating account (whether that is a bank account, a payment system account etc) from which the money was originally deposited in the Client Account or at the Client’s request to a bank account belonging to the Client;
(c) the account where the transfer is to be made belongs to the Client;
(d) at the moment of payment, the Client’s Balance exceeds the amount specified in the withdrawal instruction including all payment charges;
(e) there is no Force Majeure event which prohibiting the Company from effecting the withdrawal.
18.8. It is agreed and understood that withdrawals will only be effected towards the Client. The Company will not to make withdrawals to any other third party or anonymous account.
18.9. 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.
18.10. All payment and transfer charges of third parties will be borne by the Client and the Company shall debit the relevant Client Account for these charges.
18.11. Withdrawal fees may apply depending on the Client. The applicable fees may be found on the Company’s Website.
18.12. The Client may send the request for internal transfer of funds to another client account held with the Company. Internal transfers shall be subject to the Company’s policy from time to time.
18.13. 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 bear the loss.
19.1. 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.
20.1. If the aggregate amount payable by the Client is equal to the aggregate amount payable by the Company, then automatically the mutual obligations to make payment are set-off and cancel each other.
20.2. If the aggregate amount payable by one party exceeds the aggregate amount payable by the other party, then the party with the larger aggregate amount shall pay the excess to the other party and all obligations to make payment will be automatically satisfied and discharged.
20.3. The Company has the right to combine all or any Client Accounts opened in the Client name and to consolidate the Balances in such accounts and to set-off such Balances in the event of Termination of the Agreement.
21.1. The Company does not charge trading fees or commissions on the Client.
21.2. Certain withdrawal fees, inactivity of Client Account fees may apply depending on the Client. The applicable fees may be found on the Company’s Website.
21.3. The Company may vary its fees from time to time. The Company will send a Written Notice to the Client informing of any changes, before they come into effect. The variation will take effect from the date which the Company specifies in its notification to the Client.
21.4. It is agreed and understood that the Client shall be solely responsible for all filings, tax returns and reports which should be made to any relevant authority, whether governmental or otherwise, and for payment of all taxes (including but not limited to any transfer or value added taxes), arising out of or in connection with his trading activity with the Company hereunder.
21.5. The Client undertakes to pay all stamp expenses relating to this Agreement and any documentation which may be required for the currying out of the transactions under this Agreement.
21.6. Should the Company pay or receive any fees or inducements for the introduction of the Client, it shall notify the Client according to Applicable Regulations.
22.1. The Company’s official language is the English language and the Client should always read and refer to the main Website for all information and disclosures about the Company and its activities. Translation or information provided in languages other than English is for informational purposes only and do not bind the Company or have any legal effect whatsoever, the Company having no responsibility or liability regarding the correctness of the information therein.
23.1. 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, or commercial courier serviceand shall be deemed delivered only when actually received by the Company at:
Email: [email protected]
23.2. 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.
23.3. 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.
23.4. 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.
23.5. Any communications sent to the Client (documents, notices, confirmations, statements, reports etc.) are deemed received:
23.6. In order to communicate with the Client the Company will use the contact details provided by the Client whilst opening the Client Account or as updated latter on. Hence, the Client has an obligation to notify the Company immediately of any change in the Client’s contact details.
23.7. Faxed documents received by the Company may be electronically scanned and reproduction of the scanned version shall constitute conclusive evidence of such faxed instructions.
24.1. The Company may collect client information directly from the Client (in his completed Account Opening Application Form or 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.
24.2. 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 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.
24.3. The Company has the right to disclose Client information (including recordings and documents of a confidential nature, card details) in the following circumstances:
(a) Where required by law or a court order by a competent Court.
(b) Where requested by 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.
(C) To relevant authorities to investigate or prevent fraud, money laundering or other illegal activity.
(d) To such an extent as reasonably required so as to execute Orders and for purposes ancillary to the provision of the Services.
(e) 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.
(f) 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.
(g) 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.
(h) To data reporting service providers.
(I) 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.
(j) 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 the data will be provided.
(k) 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.
(l) At the Client’s request or with the Client’s consent.
(m) To an Affiliate of the Company or any other company in the same group of the Company.
24.4. If the Client is a natural person, the Company will use, store, process and handle personal information provided by the Client in connection with the provision of the Services, in accordance the Processing of Personal Data (Protection of the Individual) Law of 2001 and the Company is obliged to supply the Client, on request, with a copy of personal data which it holds about the Client (if any), provided that the Client pays an administrative fee.
24.5. By entering into this Agreement, the Client will be consenting to the transmittal of the Client’s 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 24.3.
24.6. Telephone conversations between the Client and the Company may be recorded and kept by the Company and recordings will be the sole property of the Company. The Client accepts such recordings as conclusive evidence of the Orders or conversations so recorded.
24.7. The Client accepts that the Company may, for the purpose of administering the terms of the Agreement, from time to time, make direct contact with the Client by telephone, fax, email, or post.
24.8. The Client accepts that the Company or any Affiliate of the Company or any other company in the same group of the Company may make contact with the Client, from time to time, by telephone, fax, email or post for marketing purposes to bring to the Client’s attention products or services that may be of interest to him or to conduct market research.
24.9. 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 Client Agreement.
25.1. Unless provided differently elsewhere in this Agreement, the Company has the right to amend the terms of the Agreement at any time giving to the Client at least three Business Days Written Notice prior to such changes. Any such amendments will become effective on the date specified in the notice. The Client acknowledges that a variation which is made to reflect a change of law or regulation may, if necessary, take effect immediately.
26.1. Without prejudice the to Company’s rights under this Agreement to terminate it without immediately without prior notice to the Client, each Party may terminate this Agreement with immediate effect by giving at least five Business Days Written Notice to the other Party.
26.2. Termination by any Party will not affect any obligation which has already been incurred by either Party or any legal rights or obligations which may already have arisen under the Agreement or any Transactions made hereunder.
26.3. 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.
26.4. Once notice of termination of this Agreement is sent:
(a) the Client will have an obligation close all his Open Positions. If he fails to do so, upon termination, the Company will close any Open Positions;
(b) the Company will be entitled to cease to grant the Client access to the Platform or may limit the functionalities the Client is allowed to use on the Platform;
(c) the Company will be entitled to refuse to accept new Orders from the Client;
(d) the Company will be entitled to refuse to the Client to withdraw money from the Client 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.
26.5. Upon Termination any or all the following may apply:
(a) 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;
(b) The Company has the right to close the Client Account(s);
(c) The Company has the right to convert any currency;
(d) The Company has the right to close out the Client’s Open Positions;
(e) In absence of illegal activity or suspected illegal activity or fraud of the Client or instructions from the relevant authorities, if there is Balance in the Client’s favour, the Company will (after withholding such amounts that in the Company’s absolute discretion considers appropriate in respect of future liabilities) pay such Balance to the Client as soon as reasonably practicable and supply him with a statement showing how that Balance was arrived at and, where appropriate, instruct any Nominee or/and any Custodian to also pay any applicable amounts. Such funds shall be delivered in accordance to the Client’s Instructions to the Client. It is understood that the Company will effect payments only to an account in the name of the Client. The Company has the right to refuse, at its discretion, to effect thirty party payments.
27.1. A Force Majeure Event includes without limitation each of the following:
(a) Government actions, the outbreak of war or hostilities, the threat of war, acts of terrorism, national emergency, riot, civil disturbance, sabotage, requisition, or any other international calamity, economic or political crisis.
(B) Act of God, earthquake, tsunami, hurricane, typhoon, accident, storm, flood, fire, epidemic or other natural disaster.
(c) Labour disputes and lock-out.
(d) Suspension of trading on a Market, or the fixing of minimum or maximum prices for trading on a Market, a regulatory ban on the activities of any party (unless the Company has caused that ban), decisions of state authorities, governing bodies of self-regulating organizations, decisions of governing bodies of organized trading platforms.
(e) A financial services moratorium having been declared by appropriate regulatory authorities or any other acts or regulations of any regulatory, governmental, supervisory, regulatory or supranational body or authority.
(f) Breakdown, failure or malfunction of any electronic, network and communication lines (not due to the bad faith or wilful default of the Company).
(g) Any event, act or circumstances not reasonably within the Company’s control and the effect of that event(s) is such that the Company is not in a position to take any reasonable action to cure the default.
(h) The imposition of limits or special or unusual terms on the trading in any such market or on any such event.
27.2. If the Company determines in its reasonable opinion that a Force Majeure Event exists (without prejudice to any other rights under the Agreement) the Company may without prior notice and at any time take any or all of the following steps:
27.3. Except as expressly provided in this Agreement, the Company will not be liable or have any responsibility for any type of loss or damage arising out of any failure, interruption, or delay in performing its obligations under this Agreement where such failure, interruption or delay is due to a Force Majeure event.
28.1. In the event the Company provides information, recommendations, news, information relating to transactions, market commentary or research to the Client (or in newsletters which it may post on its Website or provide to subscribers via its Website or otherwise), the Company shall not, in the absence of its fraud, willful default or gross negligence, be liable for any losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any such information given.
28.2. The Company will not be held liable for any loss or damage or expense or loss incurred by the Client in relation to, or directly or indirectly arising from but not limited to:
28.3. If the Company, its Directors, Officers, employees, Affiliates, or Agents incur any claims, damage, liability, costs or expenses, which may arise in relation to the execution or as a result of the execution of the Agreement and/or in relation to the provision of the Services and/or in relation to the use of the Platform, that the Company, its Directors, Officers, employees, Affiliates, or Agents bear no responsibility whatsoever, it is the Client’s responsibility to indemnify the Company for such.
28.4. The Company shall in no circumstances be liable to the Client for any consequential, special, incidental or indirect losses, damages, loss of profits, loss of opportunity (including in relation to subsequent market movements), costs or expenses the Client may suffer in relation to the Agreement, the provision of the Services or the use of the Platform.
28.5. The Company’s cumulative liability to the Client shall not exceed the fees paid to the Company under this Agreement in relation to the particular Client for the Provision of the Services and use of the Platform.
29.1. The Client represents and warrants to the Company the following:
30.1. If the Client wishes to report a complaint, he must send an email at [email protected].. The Company will send an initial response within one Business Day from the receipt of the Client complaint. If the complaint requires further investigation and the Company cannot resolve it within one Business Day, 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).
30.2. 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.
30.3. The Client’s right to take legal action remains unaffected by the existence or use of any complaints procedures referred to above.
31.1. If a settlement is not reached by the means described in paragraph 29, all disputes and controversies arising out of or in connection with the Agreement shall be finally settled in court in Gibraltar.
31.2. This Agreement is governed by the Laws of Gibraltar.
32.1. 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.
33.1. Either Party’s failure to seek redress for violations, or to insist upon strict performance, of any condition or provision of this Agreement, or its failure to exercise any or part of any of right or remedy to which that Party is entitled under this Agreement, shall not constitute an implied waiver thereof.
34.1. The Company may at any time transfer, assign or novate any of its rights, benefits or obligations under this Agreement or the entire Agreement subject to providing previous Written Notice to the Client.
34.2. The Client may not transfer, assign, charge, novate or otherwise transfer or purport to do so the Client’s rights or obligations under the Agreement.
35.1. 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 “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.
35.2. The Client acknowledges and confirms that his 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.
36.1. All rights and remedies provided to the Company under the Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
36.2. 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.
36.3. 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).