Terms & Conditions
Contents
1. Introduction
2. Scope of Agreement & Provision of Services
3. Commencement of the Agreement and right to Cancel
4. Duration of the Agreement
5. Provision of Services
6. Opening of Account
7. Client Categorization
8. Appropriateness and Suitability
9. Authorized Persons and Unauthorized use of account
10. Compliance with Applicable Laws and Regulations
11. Definition of Contracts for Difference
12. Conflicts of Interest
13. Quotes & Prices
14. Placing, Execution of Orders and Transaction Reporting
15. Electronic Trading Terms
16. Access
17. Orders
18. Order Execution and Market Making Activity
19. Currency
20. Limitation on Acceptance of Orders
21. Minimum and Maximum trade sizes 18
22. Cancellation and Withdrawal of Orders
23. Confirmations and Errors
24. Leverage, Margin & Collateral
25. Commissions, Fees & Charges
26. Swaps
27. Swap Free Accounts
28. Other costs
29. Negative Balance Protection
30. Profits and Losses
31. Single Equity and Cryptocurrency Products
32. Terms Applicable to Specific Trading Platforms
33. Incentives & other trading benefits
34. Deposits and Payments
35. Withdrawals
36. Client Money
37. Inactive and Dormant Accounts
38. MT4 and MT5 Trading Account Archiving
39. Default & Default Remedies
40. Termination without default
41. Force Majeure Events
42. Exclusions, Limitation, Indemnity and liability
43. Representations & Warranties
44. Market Abuse & Prohibited Trading Techniques
45. Research
46. Amendment, Termination and Liquidation of Accounts
47. Communication
48. Recordings, Record Keeping and Monitoring of Communication
49. Queries, Complaints and Disputes
50. Taxation
51. Governing Law and Jurisdiction
52. Personal Data & Privacy
53. Intellectual Property
54. Assignment
55. Amendments
56. Miscellaneous
57. Definitions & Interpretation
1. Introduction
a. This Client Agreement (also referred to as "Agreement", or "Terms and Conditions") is entered by and between Leadcapital Markets Limited (referred to as we', 'us', 'our', 'ours', 'ourselves' and ''the Company') and the Client (referred to as the 'Client', 'you', 'your' and 'yourself').
b. Leadcapital Markets Limited is authorized and regulated by the Cyprus Securities and Exchange Commission as a Cyprus Investment Firm to conduct designated Investment and Ancillary Services and Activities to the Client under the Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated Markets and Other Related Matters Law of 2017, Law 87(Ι)/2017, as subsequently amended or replaced from time to time ("the Law"), with CIF license number 227/14. Company is registered in Cyprus under the Companies Law, with registration number HE 324232. Its registered office is at 128-130 Lemesos avenue, Floor 3, Flat 301, Strovolos 2015 Nicosia, Cyprus, telephone: + 357 22 030446, email: info@leadcapitalmarkets.com.
c. This Client Agreement will govern all Transactions entered between the Company and the Client. You should read and understand this Agreement carefully, including the Assets Section, and the Company's Policies which can be found on the Company's website in the Regulation section, including the Execution Policy, Conflict of Interest Policy, Investor Compensation Fund Policy, Complaints Handling Policy, Client Categorisation Policy, together with the Risk Disclosure Statement, and Privacy Policy Statement, as amended from time to time, and any other documents that we have supplied or supply to you in the future.
d. Nothing in this Agreement will exclude or restrict any duty or liability owed by us to you under the Markets in Financial Instruments Directive (MiFID) and the Cyprus Investment Services and Activities and Regulated Markets Law of 2017 (Law 87(I)/2017, together the 'Directives') or CySEC Directives and Circulars ('Guidelines', 'Provisions') and in the event that there is any conflict between this Agreement and the CySEC Guidelines, the CySEC Guidelines will prevail.
e. This Agreement is supplied to you in English, which is the Company's official language, and we will communicate with you in English for the duration of this Agreement.
f. In this Agreement, all capitalised words and expressions have the meanings set out in Term 26, Definitions & Interpretation.
g. The Company does not issue any investment advice, portfolio management, legal, financial, tax or any other advice, recommendation or opinion to any client. Any marketing material or information research, technical or market analysis which may be provided to the Client via our Website, trading platforms is not designed with respect to the individual client's personal profile, financial situation or trading experience, and therefore should not be construed as investment advice, recommendation, opinion and/or as a solicitation for any transactions in financial instruments.
2. Scope of Agreement & Provision of Services
This Agreement sets out the basis on which we will enter into Transactions with you and governs each Transaction entered into or outstanding between you and us on or after this Agreement comes into effect. Trading CFDs carries a high level of risk and can result in the loss of your entire initial deposit. Our trading service is not suitable for everyone. A full explanation of the risks associated with trading CFDs is set out in the Risk Disclosure Statementand you should ensure that you carefully read and fully understand such risks before entering into this Agreement with us.
Leadcapital Markets Ltd operates through leadcapitalmarkets.com, finexo.com, finexo.com websites, which allow online trading.
3. Commencement of the Agreement and right to Cancel
3.1. The Agreement shall take effect and commence once the client completes the account opening application procedure and is accepted as a Client by the Company, as soon as we have informed you that we have accepted your application to open an account with us.
3.2. You may cancel the Agreement by giving us notice in writing within the first fourteen (14) days after commencement date. Right to cancel the Agreement will not stand if you have entered into any trade, such trade has been affected by any price fluctuation in the market or in case the client received by us, upon his request, any investment or ancillary services. If you have not entered any trade, the Company will return to you any amount you have deposited. If you do not cancel the Agreement as described above, the Agreement will continue to be in effect unless terminated in accordance with the relevant provisions of the Agreement.
4. Duration of the Agreement
The Agreement shall be effective from the commencement day described in the 'Commencement of the Agreement and Right to Cancel' section, for an indeterminate /unlimited time until its termination as described in the Agreement.
5. Provision of Services
5.1. You accept that we are the only execution venue in relation to your trades.; therefore, we quote both Bid and Ask prices. We shall act as the principal to your transactions, except where we agree otherwise with you. We may transmit your orders for onward execution to third party liquidity providers however contractually we are the sole counterparty to your trades and any execution is done in our name. We shall disclose any conflicts that may arise, as well as how we manage such conflicts and offer best execution in our Conflicts of Interest Policy .
5.2. We will deal with you on an execution-only basis at all times, when:
a) You will act as principal and not as agent (or trustee) on behalf of someone else. This means that you may not enter into Transactions on behalf of other parties without our express consent. If you act as an agent, we will not accept your principal as a client unless otherwise agreed in writing.
b) We deal on an execution-only basis and shall not advise you in connection with any aspect of the placing of your orders or execution of trades. You agree that, unless otherwise provided in this Agreement, we are under no obligation:
i. to satisfy ourselves as to the suitability of any Transaction for you;
ii. to monitor or advise you on the status of any Transaction;
iii. to make Margin calls; or
iv. to close any Transaction that you have opened, notwithstanding that we may have previously taken such similar action in relation to that Transaction or any other.
5.3. Where dealings between you and us are on an execution-only basis you will not be entitled to ask us to provide you with investment advice relating to any Transaction or make any statement of opinion to encourage you to open a particular Transaction. We may, at our absolute discretion, provide information:
a) in relation to any Transaction about which you have enquired, particularly regarding procedures and risks attaching to that Transaction and ways of minimising risk; and
b) by way of factual market information, however, we will be under no obligation to disclose such information to you and in the event of us supplying such information it will under no circumstances constitute investment advice. The Company does not issue any advice, recommendation or opinion to any client in relation to a transaction in order for the Client to take an investment decision.
5.4. Any statement, recommendation or opinion provided to any client, including any statement found on any website, made or posted by us, our employees, authorized representatives or affiliates is not designed with respect to the individual client's personal profile, financial situation or trading experience, and therefore should not be construed as investment advice, recommendation, opinion and/or as a solicitation to for any transactions in financial instruments.
5.5. You, as a client, acknowledge that you should always enter into any transactions in basis of your own evaluation and never act in basis of any other recommendation, advise analysis or opinion provided by the Company, any affiliates or employees. Any opinions made may be personal to the author and may not reflect the opinions of Leadcapital Markets Ltd.
5.6. In the event that we have agreed in writing that dealings between you and us are on an advisory basis, any investment advice we may provide to you will be subject to our Investment Advisory Services Agreement.
5.7. Notwithstanding Term 5.6, you agree that in respect of execution-only dealing you rely entirely on your own judgement in opening, closing, partially closing or refraining from opening or closing a Transaction with us. In respect of both execution only and advisory dealing we will not, in the absence of fraud, willful default or negligence assume any liability for any losses (including, without limitation, indirect or consequential losses or loss of opportunity or profits arising from any failure by you to make any anticipated profits), costs, expenses or damages suffered by you arising from any inaccuracy or completeness in any information or advice, or unsuitability of any advice, given to you by any employee of the Company or third party, including without limitation, information or advice relating to any of your Transactions with us.
5.8. You acknowledge and agree that if, in any given circumstance, we do not positively offer any advice or recommend that you take any action in relation to any Transaction, that does not imply that we are advising you not to take such action (or any action at all) in relation to that Transaction. Subject to our right to void or close any Transaction in the specific circumstances set out in this Agreement, any Transaction opened by you following such inaccuracy or mistake will nonetheless remain valid and binding in all respects on both you and us. Without detracting from any other limitation of our liability contained elsewhere in this Agreement, the maximum amount of our liability in respect of any losses that you may suffer in connection with any advice given by us regarding a Transaction will be limited to three times the amount of Commission or Spread payable in respect of that Transaction.
5.9. You acknowledge that information contained in theAssets Section is indicative only and may, at the time when you open or close a Transaction, has become inaccurate. The current Assets Section will be the version then displayed on our website(s), which may be updated from time to time.
5.10. Before you begin to trade with us, we will take all reasonable steps to provide you with a clear explanation of all commissions, spreads, fees, funding and other charges for which you will be liable. These charges will affect your trading net profits (if any) or increase your losses.
5.11. We reserve the right to require you to pay or reimburse us for any taxes or duties in the event of a change in the basis of duties or tax legislation. We also reserve the right to charge you for the provision by us to you of market data in specific circumstances.
5.12. This Agreement is a distance contract, it is amongst others, governed by the Distance Marketing of Consumer Financial Services Law N.242(I)/2004 implementing the EU Directive 2002/65/EC, under which signing the Agreement is not required and the Agreement has the same judicial power and rights as a regularly signed one.
5.13. We will take all reasonable steps to provide you with best execution in accordance with the CySEC, ESMA and MiFID Guidelines and our Risk Disclosure Statement when we execute Transactions on your behalf. The arrangements we put in place to give you best execution are detailed in our Best Execution Policy. Our Best Execution Policy is available on our website or by post on request. Unless you notify us to the contrary, you will be deemed to consent to our Best Execution Policy along with all other relevant policies when this Agreement comes into effect. If you do not consent, we reserve the right to refuse to provide our services to you.
5.14. We may use other members of our Group or third parties in undertaking work on our behalf with respect to Services we provide in relation to this Agreement, including execution of marketing campaigns, gathering and processing of client information, specialized software and IT services or other client support services. Such Service Providers may be located within or outside the European Union and where we choose to co-operate with them, we shall do so in accordance with the Applicable Laws and Regulations. We shall remain always responsible to you for the Services provided in accordance with the terms of this Agreement, except in the case of a Force Majeure event, where we are responsible for the conduct of work of such Service providers in relation to the work and activities they undertake on our behalf. We shall use reputable and competent Service Providers and shall have in place adequate controls as to the selection and monitoring of the performance of the work they execute on our behalf.
6. Opening of Account
6.1. Once you complete the account opening application procedure and you are accepted as a Client by the Company, you entitle us to use all personal information provided by you, in our sole discretion and according to the EU General Data Protection Regulation, for any further inquiries we may deem necessary to conduct taking into consideration the circumstances. As a client of our Company, you understand that you are committed to collaborate with us and provide any required information swiftly and we are authorized to conduct any further searches we deem appropriate.
6.2. We shall expect that the information you provide us in your Account Opening Application Form' is truthful and precise at all times, unless you duly inform us otherwise in writing. As a client, you have a responsibility to inform us in writing for any amendment or not accuracy of the information provided previously.
6.3. Acceptance of you as a Client does not mean that the Company is obliged to approve nor accept automatically any future applications for new accounts from your side.
7. Client Categorization
7.1. According to Applicable Regulations, the Company has to categorize its Clients in one of the following categories: Retail Client, Professional Client or Eligible Counterparty. The categorization shall depend on the information provided by you during the Account Opening Application Form and pursuant to the provisions of the law. We shall inform you in writing of your categorization type according to Applicable Regulation and you have the right to request for a different categorization.
7.2. Your categorization type will determine the level of protection at your disposal under the applicable legislation. A 'Retail Client' is afforded with the highest regulatory protections available. We shall treat you as a Retail Client in accordance with the applicable legislation, subject to the following:
a) if you satisfy the definition of Professional Client or Eligible Counterparty, we shall notify you that we wish to treat you as such; and
b) you may request a different client categorisation from the one we have allocated to you and we reserve the right to decline such a request. If you do request a different categorisation and we agree to such a request, the protection afforded by certain CySEC Guidelines will be reduced.
c) If we elect to treat you, or you request to be treated, as a Professional Client or an Eligible Counterparty, we will provide you with full details of any limitations to the level of regulatory protection that such a different categorisation would entail.
7.3. The Client categorization may be amended, at any time, at the Company's discretion. The Client shall be notified in writing by the Company in relation to any amendments.
8. Appropriateness and Suitability
8.1. The Company shall use the information you provided during the Account Opening Application form to assess in basis of your knowledge and experience in the investment field, whether the service or Financial Instrument is appropriate for you. We shall offer different types of accounts with different characteristics and features in basis of each client's personal circumstance.
8.2. Depending on your knowledge and experience and the type of Transactions you generally place with us, some of these account types may not be available to you. We reserve the right to convert your account, after providing you with a prior written notice to that effect, into a different account type if, acting reasonably, we determine that a different type of account is more appropriate for you. We also reserve the right to change the features and eligibility criteria of our accounts at any time and we will provide prior notification of such changes on our website, by email or on our Electronic Trading Service.
8.3. We will not be obliged to review and will not review the Transactions you have entered into or about to enter into.
8.4. If you are classified as a client with the necessary experience and knowledge, we are entitled under the Applicable Laws and Regulations to assume that you have sufficient knowledge and experience to understand the risks involved in trading in complex instruments and to make your own evaluation of the risks of any Transaction you enter into. In this case, you will be permitted to trade with any leverage levels chosen at your own discretion, subject to any maximum level restrictions for each instrument, set by the Company or applicable laws.
8.5. If you are classified as a client with less or no experience and knowledge, in order for us to assess your knowledge and experience in trading, we shall require from you to provide to us more details regarding your knowledge and experience and the use of leverage during the Account Opening Application Form. In addition, you will be required to understand and accept the risk involved in trading complex instruments and read and accept our Risk Disclosure document. In case you are classified as less or no experience and knowledge client as per default your maximum level of leverage shall be as set by CySEC.
8.6. The scope of the assessment of appropriateness is to provide the means to us to assess your knowledge and experience in order to determine whether complex Financial Instruments such as the CFDs are deemed appropriate for you to invest in. Therefore, you are kindly request to take into serious consideration any risk disclosure provided to you as a result of your assessment of appropriateness.
9. Authorized Persons and Unauthorized use of account
9.1. Your account and relevant access codes which were provided to you during the registration process, shall only be used by yourself or any Authorized Persons of yours subject to the provisions regarding Authorized Persons further below. You are not allowed to give permission to any other person to use your account. You shall always protect, by never leaving unattended the devices you use to trade with us or access to our Trading platforms in order to make sure that no other person shall get access to your account and access codes.
9.2. In case of an authorized use of your Account which caused any loss, you are the sole responsible person. Once you notice any unathorised access to your account, you should without any undue delay notify our Company's Customer Support Department either in writing, by phone or Live Chat. Within Business hours, upon receipt of the relevant notification the Account will be frozen immediately. Instead notifications received outside business hours, the Account will be frozen as soon as reasonably possible of receipt of your notification.
9.3. Where a suspicious unauthorized activity is detected from our side, we may, but shall not be obliged to, inform you. In situations where we reasonable suspect that a third person is using your account without your permission, we may, in our discretion, suspend access to your Account until we receive an authorization confirmation by you. We are not liable to you for any delays on detecting and subsequently suspend such access swiftly.
9.4. Certain authorized persons, such as first-degree relatives, may be allowed to trade with our Company only in the cases where the Company provided its prior written consent given that the authorized person provided all necessary customer KYC documentation, proof of relationship and completed the assessment of appropriateness.
9.5. Authorized Persons of any client cannot act as an authorized person for another client. Where we deem as necessary, the Company has the right to reject any suggested Authorized Person and suspend or terminate the consent of such Authorized Person to access your Account.
9.6. Any trading activity initiated or orders placed by your Authorised Persons are binding on you, given that you are the sole responsible person to monitoring the trading activity of the Authorised persons you provided permission to access your Account.
9.7. You shall be the sole responsible person for any losses suffered via your Account by any Authorised person by you even in cases where such persons have exceeded your authority or have acted without your permission or have otherwise acted fraudulently. In case you wish to proceed with a termination of the authorization provided by any Authorized Person you shall contact us in writing with your request.
10. Compliance with Applicable Laws and Regulations
10.1. The Company may proceed with any amendment of the terms of the Agreement for any of the following reasons:
a) changes in the functioning of products or services offered by the Company to which the provisions of the Terms and Conditions apply;
b) introduction by the Company of new products or services to which the provisions of the Terms and Conditions apply;
c) changes in IT systems used for provision of services by the Company to which the Terms and Conditions apply.
d) the law amendments regulating products or services offered by the Company,
e) request of CySEC or of any other authority or as a result of change or expected change in Applicable Regulations.
f) Where the Company finds that any term in the Agreement is inconsistent with Applicable Regulations.
10.2. In the event of an amendment in the provisions of the Agreement or Company's Fees, the Company shall provide you with the necessary information about the change on the Company's website.
10.3. The Client, not expressing his consent for the proposed changes to the Agreement or the Company's Fees, may, prior to the effective date, raise objections and terminate the Agreement at the notice of termination or with immediate effect.
10.4. Any transactions operated between you and Lead Capital Markets may be conditioned to the rules of an Exchange, execution venues, liquidity or price feed provider and clearing house via which are executed. We may decide not to enter into a Transaction where we believe that such Transaction may violate the Applicable Laws and Regulations or the rules of an Exchange, execution venue or liquidity or price feed providers, as applicable.
10.5. Upon request from an exchange, clearing house or any regulatory authority for the provision of any information in respect to you, your Transactions or Accounts, we shall proceed with the disclosure of the requested information without your further approval and/or confirmation. In basis of our inquiry, you agree to collaborate with us for the provision of all necessary information in relation to such inquiry or request and you acknowledge that under the Applicable Laws and Regulations we may not be authorized to notify you about the relevant request or inquiry in relation to your Accounts and subsequently you waive any claims you may have against us for not notifying you regarding any such enquiries or disclosures.
11. Definition of Contracts for Difference
11.1. Trading in Contracts for Difference carries a high level of risk and is not appropriate for all members of the general public but only for those investors who understand, acknowledge and are willing to assume the economic, legal and other risks involved, taking into account their personal financial circumstances, financial resources, life style and obligations are financially able to assume the loss of their entire investment, have the knowledge and experience to understand CFDs trading. You acknowledge and agree that you have received, read and understood our Risk Disclosure Statement
11.2. The financial instruments the Company offers are CFDs in their totality, i.e. complex derivative financial instruments whose value is derived from an array of underlying assets (such as shares traded on exchange, Currency pairs, commodity futures etc.). CFDs offered by the Company are bilateral contracts between two counterparties, denominated as Over the Counter ("OTC") Derivatives. For CFDs traded by you in our trading platform, we act as your counterparty, in other words we act as a principal to your trades.
11.3. When you trade in a traded off-exchange or Over-the-Counter ('OTC'), derivative contract such as a CFD trade, the value and payment obligations in relation to these are determined with reference to the price movement of an underlying Financial Instrument or reference point. As such, when entering into a Buy or Sell order for a CFD you speculate on a movement of the price of the underlying Financial Instrument. The Client should understand that fluctuations in the prices of the underlying assets will have an impact on the value of any derivative financial instrument such as CFDs. The Client acknowledges and accepts that while the prices of CFDs are derived by the prices of the underlying assets, this does not imply that the CFDs price will match that of the underlying asset. The risk of loss increases in the case in which Leverage is used for your trading in CFDs. Certain jurisdictions apply a cap on leverage which prevails over this Investment Services Agreement.
11.4. With CFD trading, you don't buy or sell the underlying Financial Instrument, (for example a physical share, currency pair or commodity), since you are not the owner of the latter and there is no physical delivery of it.
11.5. We keep the right to terminate the provision of a CFD underlying asset if it was decided in the company's internal policy or whenever we believe that a material adverse change has occurred or is expected to occur, with the respect to amongst others the issuer of such Instrument, which may cause suspension or disruption in trading in such Instrument or cause material increase in volatility thereof or the operations or financial performance of the issuer of such instrument and / or any of its associated parties, or due to considerations related to the market's uncertainty or factors otherwise materially affecting the market.
11.6. In case, we terminate the provision of CFD trading in a financial product under this agreement, shall notify you and request you to close all of your open positions in such instrument by a specific date. You acknowledge and provide us your authorization following a fair treatment to close your existing positions upon the specific date at the current market prices established by the Company.
12. Conflicts of Interest
12.1. You acknowledge that we act as a principal when executing Client trades and that we may profit from any Client losses.
12.2. Furthermore, you acknowledge that we and our Associated Companies provide a diverse range of financial services to a broad range of clients and circumstances may arise in which we, our Associated Companies, or a Relevant Person may have a material interest in a Transaction with or for you or where a conflict of interest may arise between your interests and those of other clients or counterparties or of ourselves.
12.3. We are required by law to take all sufficient steps to identify conflicts of interest between ourselves, our Associated Companies and Relevant Persons and our clients, or between one client and another, that arise in the course of providing our investment services.
12.4. The following are examples of such material interests and conflicts of interests:
a) We may effect or arrange for the effecting of a Transaction with you or on your behalf in connection with which we, our Associated Companies, or a Relevant Person may have other direct or indirect material interests;
b) We may execute hedging transactions prior to (i.e. in anticipation of) or following receipt from you of a request, or information concerning a contemplated request, to open or close a Transaction in order to manage our risk in relation to Transaction(s) you are entering into or contemplating, all of which may impact on the price you pay or receive in relation to such Transaction(s), and any profits generated by such hedging may be retained by us or an Associated Company without reference to you;
c) We may match your Transaction with that of another client by acting on its behalf as well as yours;
d) Subject to the CySEC Guidelines, we may pay to and accept from third parties (and not be liable to account to you) benefits, commissions and/or remunerations which are paid or received as a result of Transactions conducted by you. Furthermore, we may also compensate other clients who you have elected to follow and/or copy;
e) We may make a market in Transactions which you enter into under this Agreement;
f) We may deal in the Underlying Market to which your Transactions relate as principal for our own account or that of someone else; we may give investment advice or provide other services to another client about or concerning the Underlying Market in relation to which you enter a Transaction.
12.5. We operate a policy of independence which requires our employees to act in your best interests and to disregard any conflicts of interests in providing our services to you. In addition, we have in place organisational and administrative controls to manage the conflicts of interests identified above, such that we can be reasonably confident that risks of damage to clients as a result of any conflict will be prevented. These organisational and administrative controls are set out in our Conflicts of Interest Policy which is available to you on our website or by post on request.
12.6. Other than the general circumstances set out in Term 12(2) above, we are not under an obligation to disclose that we, our Associated Companies or Relevant Persons have a material interest in a particular Transaction with or for you, or that in a particular circumstance a conflict of interest exists, provided we have managed such conflicts in accordance with our Conflicts of Interest Policy . Where we do not consider that the arrangements under our Conflicts of Interest Policy are sufficient to manage any particular conflict, we will inform you of the nature of the conflict so that you can decide how to proceed. We are not under any obligation to account to you for any profit, commission or remuneration made or received from or by reason of Transactions or circumstances in which we, our Associated Companies or a Relevant Person has a material interest or where in particular circumstances a conflict of interest may exist.
12.7. You acknowledge that you are aware of the possibility that the conflicts disclosed in this Term 12 will arise and consent to us acting notwithstanding such conflict.
13. Quotes & Prices
13.1. Upon your recorded request to our Dealing Room team for getting a higher or lower figure, in accordance with Terms 13(2) and 13(3), we will quote a higher and lower figure for each Transaction ('our bid and offer prices').
13.2. We will charge you for opening and closing a Transaction as follows:
a) The difference between our bid and offer price will comprise the Market Spread (where there is an Underlying Market) and our Spread (being our charge to you); and, unless we notify you in writing to the contrary, you will not be charged any additional Commission.
13.3. You acknowledge that our Spreads, can widen significantly in some circumstances, that they may not be the same size as the examples given in the Assets Section of our website and that there is no limit on how large they may be. You acknowledge that when you close a Transaction, the Spread may be larger or smaller than the Spread when the Transaction was opened. For Transactions transacted when the Underlying Market is closed or in respect of which there is no Underlying Market, the figures that we quote will reflect what we believe the market price in an Instrument is at that time. You acknowledge that such figures will be set by us at our reasonable discretion. The Spread quoted by us will reflect our view of prevailing market conditions.
13.4. You may request a quote to open a Transaction or to close all or any part of a Transaction at any time during our normal hours of trading for the Instrument in respect of which you wish to open or close the Transaction. Outside those hours, we will be under no obligation to but may, at our absolute discretion, provide a quote and accept and act on your offer to open or close a Transaction. We may notify you of certain Instruments in respect of which we will not quote, restrictions on the amount for which we will quote, or other conditions that may apply to our quote, but any such notification will not be binding on us.
13.5. If we choose to provide a quote, we may provide a quote electronically via our Electronic Trading Services or by such other means as we may from time to time notify to you. Our quoting of a higher and lower figure for each Instrument (whether by telephone, Electronic Trading Service, or otherwise) does not constitute an offer to open or close a Transaction at those levels. A Transaction will be initiated by you offering to open or close a Transaction in respect of a specified Instrument at the level quoted by us. We may, acting reasonably, accept or reject your offer at any time until the Transaction has been executed or we have acknowledged that your offer has been withdrawn. A Transaction will be opened or, as the case may be, closed only when your offer has been received and accepted by us. Our acceptance of an offer to open or close a Transaction, and thus the execution of the Transaction, will be evidenced by our confirmation of its terms to you.
13.6. If we become aware that any of the factors set out in Term 13(8) are not satisfied at the time you offer to open or close a Transaction, we reserve the right to reject your offer at the level quoted. If we have, nevertheless, already opened or closed a Transaction prior to becoming aware that a factor set out in Term 13(8) has not been met we may, at our discretion, either treat such a Transaction as void from the outset or close it at our then prevailing price. However, we may allow you to open or close the Transaction in which case you will be bound by the opening or closing of such Transaction, notwithstanding that the factors in Term 13(8) were not satisfied.
13.7. The factors referred to in Term 13(7) include, but are not limited to, the following:
a) the quote must be obtained from us as set out in Term 13(6);
b) the quote must not be expressed as being given on an 'indicative only' or similar basis;
c) if you obtain the quote by telephone, it must be given to a person who is a dealer employed by us and your offer to open or close the Transaction must be given during the same telephone conversation in which you obtained the quote;
d) if you obtain the quote electronically via our Electronic Trading Services, your offer to open or close the Transaction, and our acceptance of your offer, must be given while the quote is still valid;
e) the quote must not be Manifestly Erroneous;
f) when you offer to open a Transaction, the number of shares, contracts or other units in respect of which the Transaction is to be opened must be neither smaller than the Minimum Size nor larger than the Normal Market Size;
g) 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 Size;
h) a Force Majeure event must not have occurred;
i) when you offer to open a Transaction an Event of Default must not have occurred in respect of you, nor must you have acted in such a way as to trigger an Event of Default;
j) the telephone or Electronic Conversation in which you offer to open or close the Transaction must not be terminated before we have received and accepted your offer;
k) when you offer to open or close any Transaction, the opening of the Transaction must not result in your exceeding any credit or other limit placed on your dealings.
13.8. We reserve the right to refuse any offer to open or close a Transaction larger than the Normal Market Size. Our quotation for a Transaction equal to or greater than Normal Market Size is not guaranteed to be within any specific percentage of any Underlying Market or related market quotation and our acceptance of your offer may be subject to special conditions and requirements that we will advise to you at the time we accept your offer. We will inform you of the Normal Market Size for a particular Instrument on request.
13.9. If, before your offer to open or close a Transaction is accepted by us, our quote moves to your advantage (for example, if the price goes down as you buy, or the price goes up as you sell) you agree that we may (but do not have to) pass such price improvement on to you. The effect of such action being that the level at which you offer to open or close a Transaction will, upon acceptance by us, be altered to the more favourable price. You acknowledge that it is in your best interests for us to alter the level of your offer in the manner contemplated in this Term and you agree that any offer altered in accordance with this Term, once accepted by us, results in a fully binding agreement between us. It is at our complete discretion as to when we will pass on a price improvement to you, but you should note that we will generally only pass on a price improvement when the market you are trading is volatile. You should also note that we will only pass on a price improvement within allowable limits, and we reserve our right set out in Term 13(6) to reject any offer by you to open or close a Transaction. For the avoidance of doubt, this Term does not permit us to alter your offer price if to do so would result in your opening or closing (as the case may be) a Transaction at a less favourable price than your offer.
14. Placing, Execution of Orders and Transaction Reporting
14.1. We offer reception and transmission dealing services to you in relation to transactions in respect of Over-The-Counter ('OTC') traded instruments, such as Contracts for Differences (CFDs) on currencies, stocks, indices, precious metals or any other financial instruments or commodities available for trading from time to time via our Electronic Trading Service and such additional services as we may agree from time to time in writing.
14.2. Opening a Transaction
You will open a Transaction by 'buying' or 'selling'. In this Agreement a Transaction that is opened by 'buying' is referred to as a 'Buy' and may also, in our dealings with you, be referred to as 'long'" or 'long position'; a Transaction that is opened by 'selling' is referred to as a 'Sell' and may also, in our dealings with you, be referred to as 'short' or 'short position'.
a) When you open a Buy, the Opening Level will be the higher figure quoted by us for the Transaction (ASK price) and when you open a Sell, the Opening Level will be the lower figure quoted by us for the Transaction (BID price).
b) A Transaction must always be made for a specified number of lots, contracts or other units that constitute the underlying Instrument.
c) Each Transaction opened by you 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.
14.3. Closing a Transaction
a) Undated Transactions
i) Subject to this Agreement you may close an open Undated Transaction or any part of such open Undated Transaction at any time.
ii) When you close an Undated Transaction, the Closing Level will be, if you are closing an Undated Buy Transaction, the lower figure quoted by us and if you are closing an Undated Sell Transaction, the higher figure quoted by us.
b) Expiry Transactions
i) Subject to this Agreement you may close an open Expiry Transaction or any part of such open Expiry Transaction at any time prior to the Last Dealing Time for that Instrument.
ii) Details of the applicable Last Dealing Time for each Instrument will normally be available to you and may be obtained from us on request. It is your responsibility to make yourself aware of the Last Dealing Time or, as the case may be, the expiry time for a particular product.
iii) When you close an Expiry Transaction prior to the Last Dealing Time for the Instrument, the Closing Level will, if the Transaction is a Buy, be the lower figure then quoted by us and if the Transaction is a Sell, the higher figure then quoted by us.
iv) If you do not close an Expiry Transaction in respect of an Instrument on or before the Last Dealing Time then, subject to 14.3.(b)(v), we will close your Expiry Transaction as soon as we have ascertained the Closing Level of the Expiry Transaction. You acknowledge that it is your responsibility to make yourself aware of the Last Dealing Time and of any Spread that we may apply when you close an Expiry Transaction.
v) We may accept standing instructions from you to automatically roll over all of your Expiry Transaction(s) to the next contract period, so that they do not automatically expire. Alternatively, you may ask that we accept roll instructions in respect of a specific Expiry Transaction. You acknowledge that it is your responsibility to make yourself aware of the next applicable contract period for a Transaction and that effecting the rollover of a Transaction may result in you incurring losses on your account. Any agreement as to roll over is entirely at our discretion and we reserve the right to refuse to rollover a Transaction or Transactions, despite any instruction you have given us, if we determine, acting reasonably, that to effect a rollover would result in you exceeding any credit or other limit placed on your dealings with us. Where we do effect a rollover, the original Expiry Transaction will be closed at or just prior to the Last Dealing Time and become due for settlement and a new Expiry Transaction will be created; such closing and opening trades will be on our normal terms.
14.4. Transaction Reporting
In basis of MIFID II requirements, we are obliged to report all transactions traded on Financial Instruments, both on or off, a regulated market or an executive venue within the European Union. Subsequently, you irrevocably authorize us, in order to respect our reporting obligations, to provide a full report on a regular basis of all, among others, of your CFD transactions, to our regulatory local authority CySEC, In addition, in basis of the same obligations you are required to provide, upon request, any other information which may be needed.
The following documentation shall be required, upon demand by the Company:
For natural persons, in basis of MIFID II requirements, identification information shall be required depending on the country of residence such as for example the CONCAT ID number.
For legal entities, the Legal Entity Identifier (LEI), shall be required, a 20-digit, alpha- numeric code based on the ISO 17442 standard developed by the International Organization for Standardization (ISO).
In case of failure to comply with the requirements mentioned above, we reserve the right to proceed with the suspension of your account, cancellation of your acceptance as our Client and/or termination of this Agreement.
You shall indemnify and hold us harmless for any and all losses, claims, damages and expenses that we may incur as a result of your failure to comply with the requirements upon.
15. Electronic Trading Terms
15.1. You represent and warrant that you are aware of all Applicable Regulations that apply to Electronic Trading Services that you use and that your use of the Electronic Trading Services will comply with all Applicable Regulations and this Agreement as amended from time to time.
15.2. We have no obligation to accept, or to execute or cancel, all or any part of a Transaction that you seek to execute or cancel through an Electronic Trading Service. 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.
15.3. You authorise us to act on any instruction given or appearing to be given by you in relation to any Electronic Trading Service you use ('Instruction'). We are not obliged to act on any Instruction, or to execute or otherwise enter into any particular Transaction and need not give any reasons for declining to do so. You will be responsible for the genuineness and accuracy, both as to content and form, of any Instruction received by us. You acknowledge that in the event of Manifestly Erroneous prices or volumes we will have a right to void the Transaction and such a Transaction will not be binding on us.
15.4. You acknowledge we have the right, unilaterally and with immediate effect, to suspend or terminate (at any time, with or without cause or prior notice) all or any part of any Electronic Trading Service, or your access to any Electronic Trading Service, to change the nature, composition or availability of any Electronic Trading Service, or to change the limits we set on the trading you may conduct through any Electronic Trading Service.
15.5. In accordance with Term 4, all prices shown on any Electronic Trading Service are indicative and are subject to constant change.
16. Access
16.1. Use of any high speed or automated mass data entry system with any Electronic Trading Service will only be permitted with our prior written consent exercised in our sole discretion.
16.2. We shall not be liable for any claims, losses, damages, costs or expenses, including attorneys͛ fees, caused directly or indirectly, by any breakdown or failure of any transmission or communication system or computer facility belonging to us, nor for any loss, expense, cost or liability suffered or incurred by you as a result of Instructions being given, or any other communications being made, via the Internet. You will be solely responsible for all Orders, and for the accuracy of all information, sent via the Internet using your Access Codes. We will not execute an Order until we have confirmed the Order to you and transmission of an Order by itself shall not give rise to a binding Transaction and/or Contract between you and us.
16.3. There are inherent risks with the use of the mobile trading technology such as the duplication of Orders/Instructions, latency in the prices provided, and other issues that are a result of mobile connectivity. Prices displayed on our mobile platform are solely an indication of the executable rates and may NOT reflect the actual executed price of the Order. Our mobile feature utilizes public communication network circuits for the transmission of messages. We shall not be liable for any and all circumstances in which you experience a delay in price quote or an inability to trade caused by network circuit transmission problems or any other problems outside our direct control, which include but are not limited to the strength of the mobile signal, cellular latency, or any other issues that may arise between you and any internet service provider, phone service provider, or any other service provider. Some of the features available on our Online Trading Facility may not be available on our mobile feature.
16.4. You are obliged to keep your usernames and passwords secret and ensure that third parties do not obtain access to our Online Trading Facility. Without prejudice to any other provisions of this Agreement, you will be liable for all Transactions and/or Contracts executed by means of your Access Codes, even if such may be wrongful.
16.5. We shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of our Online Trading Facility. You shall on demand indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any act or omission by any person using our Online Trading Facility by using your designated Access Codes (usernames and/or passwords), whether or not you authorised such use.
16.6. You are responsible for providing the computer system(s) to enable you to access and/or use our Electronic Trading Facility and for making all appropriate arrangements with any telecommunications suppliers or, where access to our Electronic Trading Facility is provided through a third party server, any such third party, necessary in order to obtain access to our Online Trading Facility; neither we nor any company maintaining, operating, owning, licensing, or providing services to us in connection with, our Online Trading Facility makes any representation or warranty as to the availability, utility, suitability or otherwise of any such equipment, software or arrangements.
16.7. Use of Electronic Trading Services: Where we grant you access to an Electronic Trading Service we shall grant you, for the term of this Agreement, a personal, limited, non-exclusive, revocable, non-transferable and non-sub-licensable license to use the Electronic Trading Services pursuant to and in strict accordance with the Terms of this Agreement. We may provide certain portions of the Electronic Trading Services under license from third parties, and you will comply with any additional restrictions on your usage that we may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such licensors.
16.8. We are providing the Electronic Trading Services to you only for your personal use and only for the purposes, and subject to the Terms of this Agreement.
16.9. You may not sell, lease, or provide, directly or indirectly, the Electronic Trading Services or any portion of the Electronic Trading Services to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in the Electronic Trading Services are owned by us or by any applicable third-party service providers selected by us providing us with all or part of the Electronic Trading Services or providing you with access to the Electronic Trading Services, or their respective licensors, and are protected under copyright, trademark and other intellectual property laws and other applicable law. You receive no copyright, intellectual property rights or other rights in or to the Electronic Trading Services, except those specifically set out in this Agreement. You will protect and not violate those proprietary rights in the Electronic Trading Services and honour and comply with our reasonable requests to protect our and our third-party service providers' contractual, statutory and common law rights in the Electronic Trading Services. If you become aware of any violation of our or our third-party service providers' proprietary rights in the Electronic Trading Services, you will notify us in writing immediately.
16.10. In the event that you receive any data, information or Software via an Electronic Trading Service other than that which you are entitled to receive pursuant to this Agreement, you will immediately notify us and will not use, in any way whatsoever, such data, information or software.
16.11. For some Electronic Trading Services, the software may be downloaded by you on one or more Systems but under no circumstances are you permitted to use the Electronic Trading Service on more than one System at any one time.
16.12. You will take all reasonable steps to ensure that no computer viruses, worms, software bombs or similar items are introduced into the System or Software you use to access our Electronic Trading Services.
16.13. We and our licensors (as the case may be) will retain the intellectual property rights in all elements of the Software and such software and databases contained within the Electronic Trading Services and you will not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement.
17. Orders
17.1. We may, at our absolute discretion, accept an "Order" from you. An Order is an offer to open or close a Transaction if our price moves to, or beyond, a level specified by you. Examples of such Orders are:
a) A Stop Order, which is in an instruction to deal if our quote becomes less favourable to you and which is generally used to provide some risk protection;
b) A Limit Order, which is an instruction to deal if our quote becomes more favourable to you;
c) A Market Order, which is an instruction to deal now in a specified size at the best available price for that size;
d) A Contingent Order, which refers to a pair of orders stipulating that if one order is executed, then the other order will be automatically entered into; and
e) A One Cancels the Other Order, which refers to a pair of orders stipulating that if one order is executed, then the other order will be automatically cancelled, and which might be used to provide some risk protection.
You may specify that an Order is to apply:
a) until the next close of business day for the relevant Underlying Market (a "Day Order"), which, for the avoidance of doubt, will include any overnight trading sessions on the Underlying Market;
b) for an indefinite period (a "Good Till Cancelled Order" or "GTC Order"), which, for the avoidance of doubt, will include any overnight trading sessions on the Underlying Market.
17.2. We may, at our absolute discretion, accept standing Orders that will apply for some other specified duration. We may act on any such Order irrespective of the length of time for which the specified level in relation to that order is reached or exceeded. For the avoidance of doubt, all unspecified orders will be treated as good until cancelled orders as that term is generally understood by the market.
17.3. If your Order is triggered, we will seek to open/close the Transaction to which your Order relates, acting in accordance with our duty of best execution. In the case of a Stop Order, we will seek to open/close a Transaction at a level that is the same (but may be worse) than your stop level; and in the case of a Limit Order, we will seek to open/close a Transaction at a level that is the same or better than your limit. You acknowledge and agree that the time and level at which Orders are executed will be determined by us, acting reasonably.
17.4. By using our Orders, you expressly acknowledge and agree that:
a) It is your responsibility to understand how an Order operates before you place any such Order with us and that you will not place an Order unless you fully understand the terms and conditions attached to such Order.
b) Whether or not we accept an Order is at our absolute discretion. Not all Orders are available on all Transactions, nor on all Electronic Trading Services.
c) When you place, and we accept an Order you are trading with us as principal and not dealing on the Underlying Market.
d) The triggering of your Order is linked to our bid and offer prices, not the bid and offer prices on the Underlying Market. Our bid and offer prices may differ from the bid and offer prices in the Underlying Market. The effect of such is that (i) your Order may be triggered even though our bid, or offer as the case may be, moved to or through the level of your Order for only a short period; and (ii) the Underlying Market never traded at the level of your Order.
e) For the purposes of determining whether an Order has been triggered, we will be entitled (but not obliged), at our discretion, to disregard any prices quoted by us during any pre-market, post-market or intra-day auction periods in the relevant Underlying Market, during any intra- day or other period of suspension in the relevant Underlying Market, or during any other period that in our reasonable opinion may give rise to short-term price spikes or other distortions.
f) Following your Order being triggered, we do not guarantee that a Transaction will be opened/closed, nor do we guarantee that if opened/closed it will be done so at your specified stop level or limit.
g) We reserve the right both to work and to aggregate Orders. Working an Order may mean that your Order is executed in tranches at different prices, resulting in an aggregate opening or closing level for your Transaction that may differ both from your specified level and from the price that would have been attained if the Order had been executed in a single tranche. Aggregating an Order means that we combine your Order with the Orders of other clients of ours for execution as a single Order. We may do this only if we reasonably believe it is unlikely to work overall to the disadvantage of any client whose order is to be aggregated. However, the effect of aggregation may work to your disadvantage in relation to any particular Order. You acknowledge and agree that we shall not under any such circumstances have any liability to you as a result of any such working or aggregation of your Orders.
h) You accept that under certain trading conditions including but not limited to highly volatile markets it may be impossible for us to execute your transactions. Under such conditions we reserve the right to execute your orders at the next best price irrespective of the fact that this may be more or less favourable to you.
i) Notwithstanding anything to the contrary, any stop loss/take profit, entry stop, or entry limit orders attached to your expiring contract underlying your CFD Order before it is rolled over will be adjusted to symmetrically (point-for-point) reflect the price differences between the expiring contract underlying your original CFD Order as at its expiration date and the rolling over (new) contract underlying your CFD Order.
18. Order Execution and Market Making Activity
18.1. Orders shall be executed in accordance with the information contained in the Assets Section on our website. When executing your orders, we shall adhere to our duty of Treating Customers Fairly.
18.2. As per the Applicable Laws and Regulations, we take all sufficient steps to obtain the best possible result when executing your order. In our Order Execution Policy , we describe the process which we follow in order to we implement in seeking to achieve Best Execution for you, our dealing capacity and potential conflicts. With regard to Retail Clients, the best possible result is determined in terms of the total consideration, representing the price of the CFD in the underlying Financial Instrument and the costs related to execution, which shall include all expenses incurred by you which are directly related to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.
18.3. With respect to execution of your orders we take into account, inter alia, the factors of costs, speed, likelihood of execution and settlement, size, nature and any other consideration relevant to the execution of the order.
18.4. We are a principal in the CFDs that you trade for which we offer prices and deal on own account as your only execution venue for CFDs. As principal, we aim to consistently achieve the best possible result for you so that this result is at least the same as could be achieved on other venues. We use independent price sources and liquidity providers in order to derive and benchmark our Prices.
18.5. We are your counterparty to each trade and we therefore draw your attention to the fact that once you open a position with us, you will have to transact with us to close the position. Therefore, you cannot close the position with another company which may provide different pricing or transfer your position to such w party firm. Where you trade in CFDs with a fixed expiry, you will be subject to our pricing arrangements at the expiry of the derivative contract, including our rollover arrangements into new contracts.
19. Currency
All transact
Contents
1. Introduction
2. Scope of Agreement & Provision of Services
3. Commencement of the Agreement and right to Cancel
4. Duration of the Agreement
5. Provision of Services
6. Opening of Account
7. Client Categorization
8. Appropriateness and Suitability
9. Authorized Persons and Unauthorized use of account
10. Compliance with Applicable Laws and Regulations
11. Definition of Contracts for Difference
12. Conflicts of Interest
13. Quotes & Prices
14. Placing, Execution of Orders and Transaction Reporting
15. Electronic Trading Terms
16. Access
17. Orders
18. Order Execution and Market Making Activity
19. Currency
20. Limitation on Acceptance of Orders
21. Minimum and Maximum trade sizes 18
22. Cancellation and Withdrawal of Orders
23. Confirmations and Errors
24. Leverage, Margin & Collateral
25. Commissions, Fees & Charges
26. Swaps
27. Swap Free Accounts
28. Other costs
29. Negative Balance Protection
30. Profits and Losses
31. Single Equity and Cryptocurrency Products
32. Terms Applicable to Specific Trading Platforms
33. Incentives & other trading benefits
34. Deposits and Payments
35. Withdrawals
36. Client Money
37. Inactive and Dormant Accounts
38. MT4 and MT5 Trading Account Archiving
39. Default & Default Remedies
40. Termination without default
41. Force Majeure Events
42. Exclusions, Limitation, Indemnity and liability
43. Representations & Warranties
44. Market Abuse & Prohibited Trading Techniques
45. Research
46. Amendment, Termination and Liquidation of Accounts
47. Communication
48. Recordings, Record Keeping and Monitoring of Communication
49. Queries, Complaints and Disputes
50. Taxation
51. Governing Law and Jurisdiction
52. Personal Data & Privacy
53. Intellectual Property
54. Assignment
55. Amendments
56. Miscellaneous
57. Definitions & Interpretation
1. Introduction
a. This Client Agreement (also referred to as "Agreement", or "Terms and Conditions") is entered by and between Leadcapital Markets Limited (referred to as we', 'us', 'our', 'ours', 'ourselves' and ''the Company') and the Client (referred to as the 'Client', 'you', 'your' and 'yourself').
b. Leadcapital Markets Limited is authorized and regulated by the Cyprus Securities and Exchange Commission as a Cyprus Investment Firm to conduct designated Investment and Ancillary Services and Activities to the Client under the Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated Markets and Other Related Matters Law of 2017, Law 87(Ι)/2017, as subsequently amended or replaced from time to time ("the Law"), with CIF license number 227/14. Company is registered in Cyprus under the Companies Law, with registration number HE 324232. Its registered office is at 128-130 Lemesos avenue, Floor 3, Flat 301, Strovolos 2015 Nicosia, Cyprus, telephone: + 357 22 030446, email: info@leadcapitalmarkets.com.
c. This Client Agreement will govern all Transactions entered between the Company and the Client. You should read and understand this Agreement carefully, including the Assets Section, and the Company's Policies which can be found on the Company's website in the Regulation section, including the Execution Policy, Conflict of Interest Policy, Investor Compensation Fund Policy, Complaints Handling Policy, Client Categorisation Policy, together with the Risk Disclosure Statement, and Privacy Policy Statement, as amended from time to time, and any other documents that we have supplied or supply to you in the future.
d. Nothing in this Agreement will exclude or restrict any duty or liability owed by us to you under the Markets in Financial Instruments Directive (MiFID) and the Cyprus Investment Services and Activities and Regulated Markets Law of 2017 (Law 87(I)/2017, together the 'Directives') or CySEC Directives and Circulars ('Guidelines', 'Provisions') and in the event that there is any conflict between this Agreement and the CySEC Guidelines, the CySEC Guidelines will prevail.
e. This Agreement is supplied to you in English, which is the Company's official language, and we will communicate with you in English for the duration of this Agreement.
f. In this Agreement, all capitalised words and expressions have the meanings set out in Term 26, Definitions & Interpretation.
g. The Company does not issue any investment advice, portfolio management, legal, financial, tax or any other advice, recommendation or opinion to any client. Any marketing material or information research, technical or market analysis which may be provided to the Client via our Website, trading platforms is not designed with respect to the individual client's personal profile, financial situation or trading experience, and therefore should not be construed as investment advice, recommendation, opinion and/or as a solicitation for any transactions in financial instruments.
2. Scope of Agreement & Provision of Services
This Agreement sets out the basis on which we will enter into Transactions with you and governs each Transaction entered into or outstanding between you and us on or after this Agreement comes into effect. Trading CFDs carries a high level of risk and can result in the loss of your entire initial deposit. Our trading service is not suitable for everyone. A full explanation of the risks associated with trading CFDs is set out in the Risk Disclosure Statementand you should ensure that you carefully read and fully understand such risks before entering into this Agreement with us.
Leadcapital Markets Ltd operates through leadcapitalmarkets.com, finexo.com, finexo.com websites, which allow online trading.
3. Commencement of the Agreement and right to Cancel
3.1. The Agreement shall take effect and commence once the client completes the account opening application procedure and is accepted as a Client by the Company, as soon as we have informed you that we have accepted your application to open an account with us.
3.2. You may cancel the Agreement by giving us notice in writing within the first fourteen (14) days after commencement date. Right to cancel the Agreement will not stand if you have entered into any trade, such trade has been affected by any price fluctuation in the market or in case the client received by us, upon his request, any investment or ancillary services. If you have not entered any trade, the Company will return to you any amount you have deposited. If you do not cancel the Agreement as described above, the Agreement will continue to be in effect unless terminated in accordance with the relevant provisions of the Agreement.
4. Duration of the Agreement
The Agreement shall be effective from the commencement day described in the 'Commencement of the Agreement and Right to Cancel' section, for an indeterminate /unlimited time until its termination as described in the Agreement.
5. Provision of Services
5.1. You accept that we are the only execution venue in relation to your trades.; therefore, we quote both Bid and Ask prices. We shall act as the principal to your transactions, except where we agree otherwise with you. We may transmit your orders for onward execution to third party liquidity providers however contractually we are the sole counterparty to your trades and any execution is done in our name. We shall disclose any conflicts that may arise, as well as how we manage such conflicts and offer best execution in our Conflicts of Interest Policy .
5.2. We will deal with you on an execution-only basis at all times, when:
a) You will act as principal and not as agent (or trustee) on behalf of someone else. This means that you may not enter into Transactions on behalf of other parties without our express consent. If you act as an agent, we will not accept your principal as a client unless otherwise agreed in writing.
b) We deal on an execution-only basis and shall not advise you in connection with any aspect of the placing of your orders or execution of trades. You agree that, unless otherwise provided in this Agreement, we are under no obligation:
i. to satisfy ourselves as to the suitability of any Transaction for you;
ii. to monitor or advise you on the status of any Transaction;
iii. to make Margin calls; or
iv. to close any Transaction that you have opened, notwithstanding that we may have previously taken such similar action in relation to that Transaction or any other.
5.3. Where dealings between you and us are on an execution-only basis you will not be entitled to ask us to provide you with investment advice relating to any Transaction or make any statement of opinion to encourage you to open a particular Transaction. We may, at our absolute discretion, provide information:
a) in relation to any Transaction about which you have enquired, particularly regarding procedures and risks attaching to that Transaction and ways of minimising risk; and
b) by way of factual market information, however, we will be under no obligation to disclose such information to you and in the event of us supplying such information it will under no circumstances constitute investment advice. The Company does not issue any advice, recommendation or opinion to any client in relation to a transaction in order for the Client to take an investment decision.
5.4. Any statement, recommendation or opinion provided to any client, including any statement found on any website, made or posted by us, our employees, authorized representatives or affiliates is not designed with respect to the individual client's personal profile, financial situation or trading experience, and therefore should not be construed as investment advice, recommendation, opinion and/or as a solicitation to for any transactions in financial instruments.
5.5. You, as a client, acknowledge that you should always enter into any transactions in basis of your own evaluation and never act in basis of any other recommendation, advise analysis or opinion provided by the Company, any affiliates or employees. Any opinions made may be personal to the author and may not reflect the opinions of Leadcapital Markets Ltd.
5.6. In the event that we have agreed in writing that dealings between you and us are on an advisory basis, any investment advice we may provide to you will be subject to our Investment Advisory Services Agreement.
5.7. Notwithstanding Term 5.6, you agree that in respect of execution-only dealing you rely entirely on your own judgement in opening, closing, partially closing or refraining from opening or closing a Transaction with us. In respect of both execution only and advisory dealing we will not, in the absence of fraud, willful default or negligence assume any liability for any losses (including, without limitation, indirect or consequential losses or loss of opportunity or profits arising from any failure by you to make any anticipated profits), costs, expenses or damages suffered by you arising from any inaccuracy or completeness in any information or advice, or unsuitability of any advice, given to you by any employee of the Company or third party, including without limitation, information or advice relating to any of your Transactions with us.
5.8. You acknowledge and agree that if, in any given circumstance, we do not positively offer any advice or recommend that you take any action in relation to any Transaction, that does not imply that we are advising you not to take such action (or any action at all) in relation to that Transaction. Subject to our right to void or close any Transaction in the specific circumstances set out in this Agreement, any Transaction opened by you following such inaccuracy or mistake will nonetheless remain valid and binding in all respects on both you and us. Without detracting from any other limitation of our liability contained elsewhere in this Agreement, the maximum amount of our liability in respect of any losses that you may suffer in connection with any advice given by us regarding a Transaction will be limited to three times the amount of Commission or Spread payable in respect of that Transaction.
5.9. You acknowledge that information contained in theAssets Section is indicative only and may, at the time when you open or close a Transaction, has become inaccurate. The current Assets Section will be the version then displayed on our website(s), which may be updated from time to time.
5.10. Before you begin to trade with us, we will take all reasonable steps to provide you with a clear explanation of all commissions, spreads, fees, funding and other charges for which you will be liable. These charges will affect your trading net profits (if any) or increase your losses.
5.11. We reserve the right to require you to pay or reimburse us for any taxes or duties in the event of a change in the basis of duties or tax legislation. We also reserve the right to charge you for the provision by us to you of market data in specific circumstances.
5.12. This Agreement is a distance contract, it is amongst others, governed by the Distance Marketing of Consumer Financial Services Law N.242(I)/2004 implementing the EU Directive 2002/65/EC, under which signing the Agreement is not required and the Agreement has the same judicial power and rights as a regularly signed one.
5.13. We will take all reasonable steps to provide you with best execution in accordance with the CySEC, ESMA and MiFID Guidelines and our Risk Disclosure Statement when we execute Transactions on your behalf. The arrangements we put in place to give you best execution are detailed in our Best Execution Policy. Our Best Execution Policy is available on our website or by post on request. Unless you notify us to the contrary, you will be deemed to consent to our Best Execution Policy along with all other relevant policies when this Agreement comes into effect. If you do not consent, we reserve the right to refuse to provide our services to you.
5.14. We may use other members of our Group or third parties in undertaking work on our behalf with respect to Services we provide in relation to this Agreement, including execution of marketing campaigns, gathering and processing of client information, specialized software and IT services or other client support services. Such Service Providers may be located within or outside the European Union and where we choose to co-operate with them, we shall do so in accordance with the Applicable Laws and Regulations. We shall remain always responsible to you for the Services provided in accordance with the terms of this Agreement, except in the case of a Force Majeure event, where we are responsible for the conduct of work of such Service providers in relation to the work and activities they undertake on our behalf. We shall use reputable and competent Service Providers and shall have in place adequate controls as to the selection and monitoring of the performance of the work they execute on our behalf.
6. Opening of Account
6.1. Once you complete the account opening application procedure and you are accepted as a Client by the Company, you entitle us to use all personal information provided by you, in our sole discretion and according to the EU General Data Protection Regulation, for any further inquiries we may deem necessary to conduct taking into consideration the circumstances. As a client of our Company, you understand that you are committed to collaborate with us and provide any required information swiftly and we are authorized to conduct any further searches we deem appropriate.
6.2. We shall expect that the information you provide us in your Account Opening Application Form' is truthful and precise at all times, unless you duly inform us otherwise in writing. As a client, you have a responsibility to inform us in writing for any amendment or not accuracy of the information provided previously.
6.3. Acceptance of you as a Client does not mean that the Company is obliged to approve nor accept automatically any future applications for new accounts from your side.
7. Client Categorization
7.1. According to Applicable Regulations, the Company has to categorize its Clients in one of the following categories: Retail Client, Professional Client or Eligible Counterparty. The categorization shall depend on the information provided by you during the Account Opening Application Form and pursuant to the provisions of the law. We shall inform you in writing of your categorization type according to Applicable Regulation and you have the right to request for a different categorization.
7.2. Your categorization type will determine the level of protection at your disposal under the applicable legislation. A 'Retail Client' is afforded with the highest regulatory protections available. We shall treat you as a Retail Client in accordance with the applicable legislation, subject to the following:
a) if you satisfy the definition of Professional Client or Eligible Counterparty, we shall notify you that we wish to treat you as such; and
b) you may request a different client categorisation from the one we have allocated to you and we reserve the right to decline such a request. If you do request a different categorisation and we agree to such a request, the protection afforded by certain CySEC Guidelines will be reduced.
c) If we elect to treat you, or you request to be treated, as a Professional Client or an Eligible Counterparty, we will provide you with full details of any limitations to the level of regulatory protection that such a different categorisation would entail.
7.3. The Client categorization may be amended, at any time, at the Company's discretion. The Client shall be notified in writing by the Company in relation to any amendments.
8. Appropriateness and Suitability
8.1. The Company shall use the information you provided during the Account Opening Application form to assess in basis of your knowledge and experience in the investment field, whether the service or Financial Instrument is appropriate for you. We shall offer different types of accounts with different characteristics and features in basis of each client's personal circumstance.
8.2. Depending on your knowledge and experience and the type of Transactions you generally place with us, some of these account types may not be available to you. We reserve the right to convert your account, after providing you with a prior written notice to that effect, into a different account type if, acting reasonably, we determine that a different type of account is more appropriate for you. We also reserve the right to change the features and eligibility criteria of our accounts at any time and we will provide prior notification of such changes on our website, by email or on our Electronic Trading Service.
8.3. We will not be obliged to review and will not review the Transactions you have entered into or about to enter into.
8.4. If you are classified as a client with the necessary experience and knowledge, we are entitled under the Applicable Laws and Regulations to assume that you have sufficient knowledge and experience to understand the risks involved in trading in complex instruments and to make your own evaluation of the risks of any Transaction you enter into. In this case, you will be permitted to trade with any leverage levels chosen at your own discretion, subject to any maximum level restrictions for each instrument, set by the Company or applicable laws.
8.5. If you are classified as a client with less or no experience and knowledge, in order for us to assess your knowledge and experience in trading, we shall require from you to provide to us more details regarding your knowledge and experience and the use of leverage during the Account Opening Application Form. In addition, you will be required to understand and accept the risk involved in trading complex instruments and read and accept our Risk Disclosure document. In case you are classified as less or no experience and knowledge client as per default your maximum level of leverage shall be as set by CySEC.
8.6. The scope of the assessment of appropriateness is to provide the means to us to assess your knowledge and experience in order to determine whether complex Financial Instruments such as the CFDs are deemed appropriate for you to invest in. Therefore, you are kindly request to take into serious consideration any risk disclosure provided to you as a result of your assessment of appropriateness.
9. Authorized Persons and Unauthorized use of account
9.1. Your account and relevant access codes which were provided to you during the registration process, shall only be used by yourself or any Authorized Persons of yours subject to the provisions regarding Authorized Persons further below. You are not allowed to give permission to any other person to use your account. You shall always protect, by never leaving unattended the devices you use to trade with us or access to our Trading platforms in order to make sure that no other person shall get access to your account and access codes.
9.2. In case of an authorized use of your Account which caused any loss, you are the sole responsible person. Once you notice any unathorised access to your account, you should without any undue delay notify our Company's Customer Support Department either in writing, by phone or Live Chat. Within Business hours, upon receipt of the relevant notification the Account will be frozen immediately. Instead notifications received outside business hours, the Account will be frozen as soon as reasonably possible of receipt of your notification.
9.3. Where a suspicious unauthorized activity is detected from our side, we may, but shall not be obliged to, inform you. In situations where we reasonable suspect that a third person is using your account without your permission, we may, in our discretion, suspend access to your Account until we receive an authorization confirmation by you. We are not liable to you for any delays on detecting and subsequently suspend such access swiftly.
9.4. Certain authorized persons, such as first-degree relatives, may be allowed to trade with our Company only in the cases where the Company provided its prior written consent given that the authorized person provided all necessary customer KYC documentation, proof of relationship and completed the assessment of appropriateness.
9.5. Authorized Persons of any client cannot act as an authorized person for another client. Where we deem as necessary, the Company has the right to reject any suggested Authorized Person and suspend or terminate the consent of such Authorized Person to access your Account.
9.6. Any trading activity initiated or orders placed by your Authorised Persons are binding on you, given that you are the sole responsible person to monitoring the trading activity of the Authorised persons you provided permission to access your Account.
9.7. You shall be the sole responsible person for any losses suffered via your Account by any Authorised person by you even in cases where such persons have exceeded your authority or have acted without your permission or have otherwise acted fraudulently. In case you wish to proceed with a termination of the authorization provided by any Authorized Person you shall contact us in writing with your request.
10. Compliance with Applicable Laws and Regulations
10.1. The Company may proceed with any amendment of the terms of the Agreement for any of the following reasons:
a) changes in the functioning of products or services offered by the Company to which the provisions of the Terms and Conditions apply;
b) introduction by the Company of new products or services to which the provisions of the Terms and Conditions apply;
c) changes in IT systems used for provision of services by the Company to which the Terms and Conditions apply.
d) the law amendments regulating products or services offered by the Company,
e) request of CySEC or of any other authority or as a result of change or expected change in Applicable Regulations.
f) Where the Company finds that any term in the Agreement is inconsistent with Applicable Regulations.
10.2. In the event of an amendment in the provisions of the Agreement or Company's Fees, the Company shall provide you with the necessary information about the change on the Company's website.
10.3. The Client, not expressing his consent for the proposed changes to the Agreement or the Company's Fees, may, prior to the effective date, raise objections and terminate the Agreement at the notice of termination or with immediate effect.
10.4. Any transactions operated between you and Lead Capital Markets may be conditioned to the rules of an Exchange, execution venues, liquidity or price feed provider and clearing house via which are executed. We may decide not to enter into a Transaction where we believe that such Transaction may violate the Applicable Laws and Regulations or the rules of an Exchange, execution venue or liquidity or price feed providers, as applicable.
10.5. Upon request from an exchange, clearing house or any regulatory authority for the provision of any information in respect to you, your Transactions or Accounts, we shall proceed with the disclosure of the requested information without your further approval and/or confirmation. In basis of our inquiry, you agree to collaborate with us for the provision of all necessary information in relation to such inquiry or request and you acknowledge that under the Applicable Laws and Regulations we may not be authorized to notify you about the relevant request or inquiry in relation to your Accounts and subsequently you waive any claims you may have against us for not notifying you regarding any such enquiries or disclosures.
11. Definition of Contracts for Difference
11.1. Trading in Contracts for Difference carries a high level of risk and is not appropriate for all members of the general public but only for those investors who understand, acknowledge and are willing to assume the economic, legal and other risks involved, taking into account their personal financial circumstances, financial resources, life style and obligations are financially able to assume the loss of their entire investment, have the knowledge and experience to understand CFDs trading. You acknowledge and agree that you have received, read and understood our Risk Disclosure Statement
11.2. The financial instruments the Company offers are CFDs in their totality, i.e. complex derivative financial instruments whose value is derived from an array of underlying assets (such as shares traded on exchange, Currency pairs, commodity futures etc.). CFDs offered by the Company are bilateral contracts between two counterparties, denominated as Over the Counter ("OTC") Derivatives. For CFDs traded by you in our trading platform, we act as your counterparty, in other words we act as a principal to your trades.
11.3. When you trade in a traded off-exchange or Over-the-Counter ('OTC'), derivative contract such as a CFD trade, the value and payment obligations in relation to these are determined with reference to the price movement of an underlying Financial Instrument or reference point. As such, when entering into a Buy or Sell order for a CFD you speculate on a movement of the price of the underlying Financial Instrument. The Client should understand that fluctuations in the prices of the underlying assets will have an impact on the value of any derivative financial instrument such as CFDs. The Client acknowledges and accepts that while the prices of CFDs are derived by the prices of the underlying assets, this does not imply that the CFDs price will match that of the underlying asset. The risk of loss increases in the case in which Leverage is used for your trading in CFDs. Certain jurisdictions apply a cap on leverage which prevails over this Investment Services Agreement.
11.4. With CFD trading, you don't buy or sell the underlying Financial Instrument, (for example a physical share, currency pair or commodity), since you are not the owner of the latter and there is no physical delivery of it.
11.5. We keep the right to terminate the provision of a CFD underlying asset if it was decided in the company's internal policy or whenever we believe that a material adverse change has occurred or is expected to occur, with the respect to amongst others the issuer of such Instrument, which may cause suspension or disruption in trading in such Instrument or cause material increase in volatility thereof or the operations or financial performance of the issuer of such instrument and / or any of its associated parties, or due to considerations related to the market's uncertainty or factors otherwise materially affecting the market.
11.6. In case, we terminate the provision of CFD trading in a financial product under this agreement, shall notify you and request you to close all of your open positions in such instrument by a specific date. You acknowledge and provide us your authorization following a fair treatment to close your existing positions upon the specific date at the current market prices established by the Company.
12. Conflicts of Interest
12.1. You acknowledge that we act as a principal when executing Client trades and that we may profit from any Client losses.
12.2. Furthermore, you acknowledge that we and our Associated Companies provide a diverse range of financial services to a broad range of clients and circumstances may arise in which we, our Associated Companies, or a Relevant Person may have a material interest in a Transaction with or for you or where a conflict of interest may arise between your interests and those of other clients or counterparties or of ourselves.
12.3. We are required by law to take all sufficient steps to identify conflicts of interest between ourselves, our Associated Companies and Relevant Persons and our clients, or between one client and another, that arise in the course of providing our investment services.
12.4. The following are examples of such material interests and conflicts of interests:
a) We may effect or arrange for the effecting of a Transaction with you or on your behalf in connection with which we, our Associated Companies, or a Relevant Person may have other direct or indirect material interests;
b) We may execute hedging transactions prior to (i.e. in anticipation of) or following receipt from you of a request, or information concerning a contemplated request, to open or close a Transaction in order to manage our risk in relation to Transaction(s) you are entering into or contemplating, all of which may impact on the price you pay or receive in relation to such Transaction(s), and any profits generated by such hedging may be retained by us or an Associated Company without reference to you;
c) We may match your Transaction with that of another client by acting on its behalf as well as yours;
d) Subject to the CySEC Guidelines, we may pay to and accept from third parties (and not be liable to account to you) benefits, commissions and/or remunerations which are paid or received as a result of Transactions conducted by you. Furthermore, we may also compensate other clients who you have elected to follow and/or copy;
e) We may make a market in Transactions which you enter into under this Agreement;
f) We may deal in the Underlying Market to which your Transactions relate as principal for our own account or that of someone else; we may give investment advice or provide other services to another client about or concerning the Underlying Market in relation to which you enter a Transaction.
12.5. We operate a policy of independence which requires our employees to act in your best interests and to disregard any conflicts of interests in providing our services to you. In addition, we have in place organisational and administrative controls to manage the conflicts of interests identified above, such that we can be reasonably confident that risks of damage to clients as a result of any conflict will be prevented. These organisational and administrative controls are set out in our Conflicts of Interest Policy which is available to you on our website or by post on request.
12.6. Other than the general circumstances set out in Term 12(2) above, we are not under an obligation to disclose that we, our Associated Companies or Relevant Persons have a material interest in a particular Transaction with or for you, or that in a particular circumstance a conflict of interest exists, provided we have managed such conflicts in accordance with our Conflicts of Interest Policy . Where we do not consider that the arrangements under our Conflicts of Interest Policy are sufficient to manage any particular conflict, we will inform you of the nature of the conflict so that you can decide how to proceed. We are not under any obligation to account to you for any profit, commission or remuneration made or received from or by reason of Transactions or circumstances in which we, our Associated Companies or a Relevant Person has a material interest or where in particular circumstances a conflict of interest may exist.
12.7. You acknowledge that you are aware of the possibility that the conflicts disclosed in this Term 12 will arise and consent to us acting notwithstanding such conflict.
13. Quotes & Prices
13.1. Upon your recorded request to our Dealing Room team for getting a higher or lower figure, in accordance with Terms 13(2) and 13(3), we will quote a higher and lower figure for each Transaction ('our bid and offer prices').
13.2. We will charge you for opening and closing a Transaction as follows:
a) The difference between our bid and offer price will comprise the Market Spread (where there is an Underlying Market) and our Spread (being our charge to you); and, unless we notify you in writing to the contrary, you will not be charged any additional Commission.
13.3. You acknowledge that our Spreads, can widen significantly in some circumstances, that they may not be the same size as the examples given in the Assets Section of our website and that there is no limit on how large they may be. You acknowledge that when you close a Transaction, the Spread may be larger or smaller than the Spread when the Transaction was opened. For Transactions transacted when the Underlying Market is closed or in respect of which there is no Underlying Market, the figures that we quote will reflect what we believe the market price in an Instrument is at that time. You acknowledge that such figures will be set by us at our reasonable discretion. The Spread quoted by us will reflect our view of prevailing market conditions.
13.4. You may request a quote to open a Transaction or to close all or any part of a Transaction at any time during our normal hours of trading for the Instrument in respect of which you wish to open or close the Transaction. Outside those hours, we will be under no obligation to but may, at our absolute discretion, provide a quote and accept and act on your offer to open or close a Transaction. We may notify you of certain Instruments in respect of which we will not quote, restrictions on the amount for which we will quote, or other conditions that may apply to our quote, but any such notification will not be binding on us.
13.5. If we choose to provide a quote, we may provide a quote electronically via our Electronic Trading Services or by such other means as we may from time to time notify to you. Our quoting of a higher and lower figure for each Instrument (whether by telephone, Electronic Trading Service, or otherwise) does not constitute an offer to open or close a Transaction at those levels. A Transaction will be initiated by you offering to open or close a Transaction in respect of a specified Instrument at the level quoted by us. We may, acting reasonably, accept or reject your offer at any time until the Transaction has been executed or we have acknowledged that your offer has been withdrawn. A Transaction will be opened or, as the case may be, closed only when your offer has been received and accepted by us. Our acceptance of an offer to open or close a Transaction, and thus the execution of the Transaction, will be evidenced by our confirmation of its terms to you.
13.6. If we become aware that any of the factors set out in Term 13(8) are not satisfied at the time you offer to open or close a Transaction, we reserve the right to reject your offer at the level quoted. If we have, nevertheless, already opened or closed a Transaction prior to becoming aware that a factor set out in Term 13(8) has not been met we may, at our discretion, either treat such a Transaction as void from the outset or close it at our then prevailing price. However, we may allow you to open or close the Transaction in which case you will be bound by the opening or closing of such Transaction, notwithstanding that the factors in Term 13(8) were not satisfied.
13.7. The factors referred to in Term 13(7) include, but are not limited to, the following:
a) the quote must be obtained from us as set out in Term 13(6);
b) the quote must not be expressed as being given on an 'indicative only' or similar basis;
c) if you obtain the quote by telephone, it must be given to a person who is a dealer employed by us and your offer to open or close the Transaction must be given during the same telephone conversation in which you obtained the quote;
d) if you obtain the quote electronically via our Electronic Trading Services, your offer to open or close the Transaction, and our acceptance of your offer, must be given while the quote is still valid;
e) the quote must not be Manifestly Erroneous;
f) when you offer to open a Transaction, the number of shares, contracts or other units in respect of which the Transaction is to be opened must be neither smaller than the Minimum Size nor larger than the Normal Market Size;
g) 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 Size;
h) a Force Majeure event must not have occurred;
i) when you offer to open a Transaction an Event of Default must not have occurred in respect of you, nor must you have acted in such a way as to trigger an Event of Default;
j) the telephone or Electronic Conversation in which you offer to open or close the Transaction must not be terminated before we have received and accepted your offer;
k) when you offer to open or close any Transaction, the opening of the Transaction must not result in your exceeding any credit or other limit placed on your dealings.
13.8. We reserve the right to refuse any offer to open or close a Transaction larger than the Normal Market Size. Our quotation for a Transaction equal to or greater than Normal Market Size is not guaranteed to be within any specific percentage of any Underlying Market or related market quotation and our acceptance of your offer may be subject to special conditions and requirements that we will advise to you at the time we accept your offer. We will inform you of the Normal Market Size for a particular Instrument on request.
13.9. If, before your offer to open or close a Transaction is accepted by us, our quote moves to your advantage (for example, if the price goes down as you buy, or the price goes up as you sell) you agree that we may (but do not have to) pass such price improvement on to you. The effect of such action being that the level at which you offer to open or close a Transaction will, upon acceptance by us, be altered to the more favourable price. You acknowledge that it is in your best interests for us to alter the level of your offer in the manner contemplated in this Term and you agree that any offer altered in accordance with this Term, once accepted by us, results in a fully binding agreement between us. It is at our complete discretion as to when we will pass on a price improvement to you, but you should note that we will generally only pass on a price improvement when the market you are trading is volatile. You should also note that we will only pass on a price improvement within allowable limits, and we reserve our right set out in Term 13(6) to reject any offer by you to open or close a Transaction. For the avoidance of doubt, this Term does not permit us to alter your offer price if to do so would result in your opening or closing (as the case may be) a Transaction at a less favourable price than your offer.
14. Placing, Execution of Orders and Transaction Reporting
14.1. We offer reception and transmission dealing services to you in relation to transactions in respect of Over-The-Counter ('OTC') traded instruments, such as Contracts for Differences (CFDs) on currencies, stocks, indices, precious metals or any other financial instruments or commodities available for trading from time to time via our Electronic Trading Service and such additional services as we may agree from time to time in writing.
14.2. Opening a Transaction
You will open a Transaction by 'buying' or 'selling'. In this Agreement a Transaction that is opened by 'buying' is referred to as a 'Buy' and may also, in our dealings with you, be referred to as 'long'" or 'long position'; a Transaction that is opened by 'selling' is referred to as a 'Sell' and may also, in our dealings with you, be referred to as 'short' or 'short position'.
a) When you open a Buy, the Opening Level will be the higher figure quoted by us for the Transaction (ASK price) and when you open a Sell, the Opening Level will be the lower figure quoted by us for the Transaction (BID price).
b) A Transaction must always be made for a specified number of lots, contracts or other units that constitute the underlying Instrument.
c) Each Transaction opened by you 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.
14.3. Closing a Transaction
a) Undated Transactions
i) Subject to this Agreement you may close an open Undated Transaction or any part of such open Undated Transaction at any time.
ii) When you close an Undated Transaction, the Closing Level will be, if you are closing an Undated Buy Transaction, the lower figure quoted by us and if you are closing an Undated Sell Transaction, the higher figure quoted by us.
b) Expiry Transactions
i) Subject to this Agreement you may close an open Expiry Transaction or any part of such open Expiry Transaction at any time prior to the Last Dealing Time for that Instrument.
ii) Details of the applicable Last Dealing Time for each Instrument will normally be available to you and may be obtained from us on request. It is your responsibility to make yourself aware of the Last Dealing Time or, as the case may be, the expiry time for a particular product.
iii) When you close an Expiry Transaction prior to the Last Dealing Time for the Instrument, the Closing Level will, if the Transaction is a Buy, be the lower figure then quoted by us and if the Transaction is a Sell, the higher figure then quoted by us.
iv) If you do not close an Expiry Transaction in respect of an Instrument on or before the Last Dealing Time then, subject to 14.3.(b)(v), we will close your Expiry Transaction as soon as we have ascertained the Closing Level of the Expiry Transaction. You acknowledge that it is your responsibility to make yourself aware of the Last Dealing Time and of any Spread that we may apply when you close an Expiry Transaction.
v) We may accept standing instructions from you to automatically roll over all of your Expiry Transaction(s) to the next contract period, so that they do not automatically expire. Alternatively, you may ask that we accept roll instructions in respect of a specific Expiry Transaction. You acknowledge that it is your responsibility to make yourself aware of the next applicable contract period for a Transaction and that effecting the rollover of a Transaction may result in you incurring losses on your account. Any agreement as to roll over is entirely at our discretion and we reserve the right to refuse to rollover a Transaction or Transactions, despite any instruction you have given us, if we determine, acting reasonably, that to effect a rollover would result in you exceeding any credit or other limit placed on your dealings with us. Where we do effect a rollover, the original Expiry Transaction will be closed at or just prior to the Last Dealing Time and become due for settlement and a new Expiry Transaction will be created; such closing and opening trades will be on our normal terms.
14.4. Transaction Reporting
In basis of MIFID II requirements, we are obliged to report all transactions traded on Financial Instruments, both on or off, a regulated market or an executive venue within the European Union. Subsequently, you irrevocably authorize us, in order to respect our reporting obligations, to provide a full report on a regular basis of all, among others, of your CFD transactions, to our regulatory local authority CySEC, In addition, in basis of the same obligations you are required to provide, upon request, any other information which may be needed.
The following documentation shall be required, upon demand by the Company:
For natural persons, in basis of MIFID II requirements, identification information shall be required depending on the country of residence such as for example the CONCAT ID number.
For legal entities, the Legal Entity Identifier (LEI), shall be required, a 20-digit, alpha- numeric code based on the ISO 17442 standard developed by the International Organization for Standardization (ISO).
In case of failure to comply with the requirements mentioned above, we reserve the right to proceed with the suspension of your account, cancellation of your acceptance as our Client and/or termination of this Agreement.
You shall indemnify and hold us harmless for any and all losses, claims, damages and expenses that we may incur as a result of your failure to comply with the requirements upon.
15. Electronic Trading Terms
15.1. You represent and warrant that you are aware of all Applicable Regulations that apply to Electronic Trading Services that you use and that your use of the Electronic Trading Services will comply with all Applicable Regulations and this Agreement as amended from time to time.
15.2. We have no obligation to accept, or to execute or cancel, all or any part of a Transaction that you seek to execute or cancel through an Electronic Trading Service. 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.
15.3. You authorise us to act on any instruction given or appearing to be given by you in relation to any Electronic Trading Service you use ('Instruction'). We are not obliged to act on any Instruction, or to execute or otherwise enter into any particular Transaction and need not give any reasons for declining to do so. You will be responsible for the genuineness and accuracy, both as to content and form, of any Instruction received by us. You acknowledge that in the event of Manifestly Erroneous prices or volumes we will have a right to void the Transaction and such a Transaction will not be binding on us.
15.4. You acknowledge we have the right, unilaterally and with immediate effect, to suspend or terminate (at any time, with or without cause or prior notice) all or any part of any Electronic Trading Service, or your access to any Electronic Trading Service, to change the nature, composition or availability of any Electronic Trading Service, or to change the limits we set on the trading you may conduct through any Electronic Trading Service.
15.5. In accordance with Term 4, all prices shown on any Electronic Trading Service are indicative and are subject to constant change.
16. Access
16.1. Use of any high speed or automated mass data entry system with any Electronic Trading Service will only be permitted with our prior written consent exercised in our sole discretion.
16.2. We shall not be liable for any claims, losses, damages, costs or expenses, including attorneys͛ fees, caused directly or indirectly, by any breakdown or failure of any transmission or communication system or computer facility belonging to us, nor for any loss, expense, cost or liability suffered or incurred by you as a result of Instructions being given, or any other communications being made, via the Internet. You will be solely responsible for all Orders, and for the accuracy of all information, sent via the Internet using your Access Codes. We will not execute an Order until we have confirmed the Order to you and transmission of an Order by itself shall not give rise to a binding Transaction and/or Contract between you and us.
16.3. There are inherent risks with the use of the mobile trading technology such as the duplication of Orders/Instructions, latency in the prices provided, and other issues that are a result of mobile connectivity. Prices displayed on our mobile platform are solely an indication of the executable rates and may NOT reflect the actual executed price of the Order. Our mobile feature utilizes public communication network circuits for the transmission of messages. We shall not be liable for any and all circumstances in which you experience a delay in price quote or an inability to trade caused by network circuit transmission problems or any other problems outside our direct control, which include but are not limited to the strength of the mobile signal, cellular latency, or any other issues that may arise between you and any internet service provider, phone service provider, or any other service provider. Some of the features available on our Online Trading Facility may not be available on our mobile feature.
16.4. You are obliged to keep your usernames and passwords secret and ensure that third parties do not obtain access to our Online Trading Facility. Without prejudice to any other provisions of this Agreement, you will be liable for all Transactions and/or Contracts executed by means of your Access Codes, even if such may be wrongful.
16.5. We shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of our Online Trading Facility. You shall on demand indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any act or omission by any person using our Online Trading Facility by using your designated Access Codes (usernames and/or passwords), whether or not you authorised such use.
16.6. You are responsible for providing the computer system(s) to enable you to access and/or use our Electronic Trading Facility and for making all appropriate arrangements with any telecommunications suppliers or, where access to our Electronic Trading Facility is provided through a third party server, any such third party, necessary in order to obtain access to our Online Trading Facility; neither we nor any company maintaining, operating, owning, licensing, or providing services to us in connection with, our Online Trading Facility makes any representation or warranty as to the availability, utility, suitability or otherwise of any such equipment, software or arrangements.
16.7. Use of Electronic Trading Services: Where we grant you access to an Electronic Trading Service we shall grant you, for the term of this Agreement, a personal, limited, non-exclusive, revocable, non-transferable and non-sub-licensable license to use the Electronic Trading Services pursuant to and in strict accordance with the Terms of this Agreement. We may provide certain portions of the Electronic Trading Services under license from third parties, and you will comply with any additional restrictions on your usage that we may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such licensors.
16.8. We are providing the Electronic Trading Services to you only for your personal use and only for the purposes, and subject to the Terms of this Agreement.
16.9. You may not sell, lease, or provide, directly or indirectly, the Electronic Trading Services or any portion of the Electronic Trading Services to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in the Electronic Trading Services are owned by us or by any applicable third-party service providers selected by us providing us with all or part of the Electronic Trading Services or providing you with access to the Electronic Trading Services, or their respective licensors, and are protected under copyright, trademark and other intellectual property laws and other applicable law. You receive no copyright, intellectual property rights or other rights in or to the Electronic Trading Services, except those specifically set out in this Agreement. You will protect and not violate those proprietary rights in the Electronic Trading Services and honour and comply with our reasonable requests to protect our and our third-party service providers' contractual, statutory and common law rights in the Electronic Trading Services. If you become aware of any violation of our or our third-party service providers' proprietary rights in the Electronic Trading Services, you will notify us in writing immediately.
16.10. In the event that you receive any data, information or Software via an Electronic Trading Service other than that which you are entitled to receive pursuant to this Agreement, you will immediately notify us and will not use, in any way whatsoever, such data, information or software.
16.11. For some Electronic Trading Services, the software may be downloaded by you on one or more Systems but under no circumstances are you permitted to use the Electronic Trading Service on more than one System at any one time.
16.12. You will take all reasonable steps to ensure that no computer viruses, worms, software bombs or similar items are introduced into the System or Software you use to access our Electronic Trading Services.
16.13. We and our licensors (as the case may be) will retain the intellectual property rights in all elements of the Software and such software and databases contained within the Electronic Trading Services and you will not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement.
17. Orders
17.1. We may, at our absolute discretion, accept an "Order" from you. An Order is an offer to open or close a Transaction if our price moves to, or beyond, a level specified by you. Examples of such Orders are:
a) A Stop Order, which is in an instruction to deal if our quote becomes less favourable to you and which is generally used to provide some risk protection;
b) A Limit Order, which is an instruction to deal if our quote becomes more favourable to you;
c) A Market Order, which is an instruction to deal now in a specified size at the best available price for that size;
d) A Contingent Order, which refers to a pair of orders stipulating that if one order is executed, then the other order will be automatically entered into; and
e) A One Cancels the Other Order, which refers to a pair of orders stipulating that if one order is executed, then the other order will be automatically cancelled, and which might be used to provide some risk protection.
You may specify that an Order is to apply:
a) until the next close of business day for the relevant Underlying Market (a "Day Order"), which, for the avoidance of doubt, will include any overnight trading sessions on the Underlying Market;
b) for an indefinite period (a "Good Till Cancelled Order" or "GTC Order"), which, for the avoidance of doubt, will include any overnight trading sessions on the Underlying Market.
17.2. We may, at our absolute discretion, accept standing Orders that will apply for some other specified duration. We may act on any such Order irrespective of the length of time for which the specified level in relation to that order is reached or exceeded. For the avoidance of doubt, all unspecified orders will be treated as good until cancelled orders as that term is generally understood by the market.
17.3. If your Order is triggered, we will seek to open/close the Transaction to which your Order relates, acting in accordance with our duty of best execution. In the case of a Stop Order, we will seek to open/close a Transaction at a level that is the same (but may be worse) than your stop level; and in the case of a Limit Order, we will seek to open/close a Transaction at a level that is the same or better than your limit. You acknowledge and agree that the time and level at which Orders are executed will be determined by us, acting reasonably.
17.4. By using our Orders, you expressly acknowledge and agree that:
a) It is your responsibility to understand how an Order operates before you place any such Order with us and that you will not place an Order unless you fully understand the terms and conditions attached to such Order.
b) Whether or not we accept an Order is at our absolute discretion. Not all Orders are available on all Transactions, nor on all Electronic Trading Services.
c) When you place, and we accept an Order you are trading with us as principal and not dealing on the Underlying Market.
d) The triggering of your Order is linked to our bid and offer prices, not the bid and offer prices on the Underlying Market. Our bid and offer prices may differ from the bid and offer prices in the Underlying Market. The effect of such is that (i) your Order may be triggered even though our bid, or offer as the case may be, moved to or through the level of your Order for only a short period; and (ii) the Underlying Market never traded at the level of your Order.
e) For the purposes of determining whether an Order has been triggered, we will be entitled (but not obliged), at our discretion, to disregard any prices quoted by us during any pre-market, post-market or intra-day auction periods in the relevant Underlying Market, during any intra- day or other period of suspension in the relevant Underlying Market, or during any other period that in our reasonable opinion may give rise to short-term price spikes or other distortions.
f) Following your Order being triggered, we do not guarantee that a Transaction will be opened/closed, nor do we guarantee that if opened/closed it will be done so at your specified stop level or limit.
g) We reserve the right both to work and to aggregate Orders. Working an Order may mean that your Order is executed in tranches at different prices, resulting in an aggregate opening or closing level for your Transaction that may differ both from your specified level and from the price that would have been attained if the Order had been executed in a single tranche. Aggregating an Order means that we combine your Order with the Orders of other clients of ours for execution as a single Order. We may do this only if we reasonably believe it is unlikely to work overall to the disadvantage of any client whose order is to be aggregated. However, the effect of aggregation may work to your disadvantage in relation to any particular Order. You acknowledge and agree that we shall not under any such circumstances have any liability to you as a result of any such working or aggregation of your Orders.
h) You accept that under certain trading conditions including but not limited to highly volatile markets it may be impossible for us to execute your transactions. Under such conditions we reserve the right to execute your orders at the next best price irrespective of the fact that this may be more or less favourable to you.
i) Notwithstanding anything to the contrary, any stop loss/take profit, entry stop, or entry limit orders attached to your expiring contract underlying your CFD Order before it is rolled over will be adjusted to symmetrically (point-for-point) reflect the price differences between the expiring contract underlying your original CFD Order as at its expiration date and the rolling over (new) contract underlying your CFD Order.
18. Order Execution and Market Making Activity
18.1. Orders shall be executed in accordance with the information contained in the Assets Section on our website. When executing your orders, we shall adhere to our duty of Treating Customers Fairly.
18.2. As per the Applicable Laws and Regulations, we take all sufficient steps to obtain the best possible result when executing your order. In our Order Execution Policy , we describe the process which we follow in order to we implement in seeking to achieve Best Execution for you, our dealing capacity and potential conflicts. With regard to Retail Clients, the best possible result is determined in terms of the total consideration, representing the price of the CFD in the underlying Financial Instrument and the costs related to execution, which shall include all expenses incurred by you which are directly related to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.
18.3. With respect to execution of your orders we take into account, inter alia, the factors of costs, speed, likelihood of execution and settlement, size, nature and any other consideration relevant to the execution of the order.
18.4. We are a principal in the CFDs that you trade for which we offer prices and deal on own account as your only execution venue for CFDs. As principal, we aim to consistently achieve the best possible result for you so that this result is at least the same as could be achieved on other venues. We use independent price sources and liquidity providers in order to derive and benchmark our Prices.
18.5. We are your counterparty to each trade and we therefore draw your attention to the fact that once you open a position with us, you will have to transact with us to close the position. Therefore, you cannot close the position with another company which may provide different pricing or transfer your position to such w party firm. Where you trade in CFDs with a fixed expiry, you will be subject to our pricing arrangements at the expiry of the derivative contract, including our rollover arrangements into new contracts.
19. Currency
All transact
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