1. Subject of the agreement
1.1. This Agreement (the 'Client Agreement' or the 'Agreement') is entered into by Keytech Limited (hereinafter referred to as the 'Company') and a natural or legal person who has submitted a registration form on the Website and satisfied the Company's onboarding requirements (hereinafter referred to as the 'Client').
1.2. The Company is incorporated in the Republic of Seychelles. The Company holds a Securities Dealer Licence issued by the Financial Services Authority of Seychelles ('FSA') (www.fsaseychelles.sc) under the Securities Act, 2007 (the 'Act'). The Company's FSA Licence Number is SD131.
1.3. This Client Agreement, together with the following documents published on the Company's Website from time to time (together referred to as the 'Agreement'):
(a) Risk Disclosure and Warnings Notice;
(b) Key Facts Statement;
(c) Complaints Procedure for Clients;
(d) Privacy Policy;
(e) Conflict of Interest Policy;
(f) General Business Terms; and
(g) any other documents or policies published by the Company from time to time,
set out the terms of the Services and govern the relationship between the Company and the Client.
1.4. By executing this Client Agreement, the Client acknowledges that he or she has read, understood, and agreed with the terms of the Agreement. By agreeing to the Client Agreement, he or she also acknowledges and agrees to the Company's Privacy Policy on the Website. The Client's personal data will be collected, stored, and processed by the Company in accordance with the Data Protection Act, 2023, and as further described in the Privacy Policy.
1.5. By entering into this Agreement, the Client warrants that:
1.5.1. if he or she is a natural person, he or she is 18 years of age or older and has full legal capacity to enter into this Agreement; or
1.5.2. if it is a legal person, it has the legal capacity and has been duly authorised to enter into the Agreement.
1.6. In addition to English, the Company may provide, at its sole discretion, the Agreement and additional letters or notices in a language other than English. In the event of any conflict between the English version of the Agreement and the Agreement in a language other than English, the English version of the Agreement shall prevail.
1.7. The Agreement governs the relationship between the Client and the Company, including but not limited to Order execution, client acceptance policies, AML/CFT compliance obligations, deposits and withdrawals, claims resolution, fraud prevention, communication, and other aspects.
1.7.1. Notwithstanding Clause 1.4, the Agreement shall commence once the Client receives an email that contains their Trading Account number. The Company's customer due diligence obligations under the AML/CFT Act, 2020 are, however, triggered from the point of initial contact and establishment of the business relationship, irrespective of the commencement date under this clause.
1.8. The Client understands, acknowledges, and agrees to be bound by the terms of the Agreement (including any variation, changes, amendments, additions, or novations made from time to time to the Agreement as shall be notified to the Client) by:
1.8.1. the submission of the registration form on the Website
1.8.2. the electronic acceptance of this Client Agreement
1.8.3. the use of the Trading Platform.
1.9. A current and definitive copy of this Client Agreement shall be made available to the Client via the Website.
1.10. In accordance with the Electronic Transactions Act, 2001 (Seychelles), this Agreement shall have full legal effect, validity, and enforceability notwithstanding that an electronic record was used in its formation.
1.11. The Client acknowledges that in certain countries or territories, the Company's services may only be accessed upon the Client's own exclusive initiative. The Client confirms that he or she has independently requested to receive the Company's services, without any prior approach, advertisement, or solicitation by the Company or its representatives. The Client understands that the Company may not be licensed or authorised to promote or actively offer its services in some jurisdictions. In such cases, services are provided only upon the Client's unsolicited request and in accordance with Applicable Laws. The Client's continued use of the Company's services in such jurisdictions shall not be construed as an offer, promotion, or solicitation by the Company. A current list of Restricted Jurisdictions in which the Company does not offer its services is published on the Website.
1.12. The Client accepts full responsibility for complying with any local laws or restrictions that may apply to the use of the Company's services. The Company shall not be liable for any consequences, including regulatory actions, arising from the Client's failure to comply with such laws or from any false statements or misrepresentations made by the Client. The Client agrees to indemnify and hold the Company harmless from any loss, damage, cost, or liability resulting from such breach.
2. Definitions
In this Agreement, the following terms shall have the meanings set out below, unless the context otherwise requires. Words importing the singular include the plural and vice versa. Words importing a gender include all genders. Paragraph headings are for ease of reference only and shall not affect construction or interpretation. References to any statute include that statute as amended, consolidated, or re-enacted from time to time.
2.1. 'Access Data' means the access logins and passwords related to the Client's Trading Account(s), Profile, or any other data providing access to the Services provided by the Company.
2.2. 'Ask' means the higher price in the Quote at which the Client may open a buy order.
2.3. 'Agent' means a person appointed by the Client to act in their name and on their behalf by virtue of a power of attorney, whether authentic or under private signatures.
2.4. 'AML/CFT Act' means the Anti-Money Laundering and Countering the Financing of Terrorism Act, 2020 (CAP. 251), as amended.
2.5. 'AML/CFT Regulations' means the Anti-Money Laundering and Countering the Financing of Terrorism Regulations (CAP. 251-1), as amended.
2.6. 'Applicable Laws' means all laws, regulations, and orders of the Republic of Seychelles applicable to the Company's operations and to this Agreement.
2.7. 'Applicable Regulations' means the Securities Act, 2007; FSA Act, 2013; AML/CFT Act, 2020; AML/CFT Regulations; Data Protection Act, 2023; and any guidelines or directions issued by the FSA or FIU from time to time.
2.8. 'Autotrading Software' means an Expert Advisor or a cBot, a piece of software that performs trading operations automatically or semi-automatically without the interference (or with partial or occasional interference) of a human.
2.9. 'Balance' means the total of all closed orders (including deposits and withdrawals) in the Client's Trading Account at a given time.
2.10. 'Base Currency' means the first currency in the Currency Pair.
2.11. 'Bid' means the lowest price in the Quote at which the Client may open a sell order.
2.12. 'Business Day' means any day other than Saturday, Sunday, or any public holiday.
2.13. 'Client Money' means the funds deposited with the Company and held by the Company on behalf of the Client for the purposes of trading. Client Money is held in a Segregated Account in accordance with section 64(h) and section 72 of the Securities Act, 2007 and the Company's client money policy. Client Money is calculated as the funds deposited by the Client in his or her Trading Account, plus or minus any unrealised or realised profit or loss, plus or minus any amount that is due by the Client to the Company and vice versa.
2.14. 'Client Terminal' means MT5, MT4, ET8 or any other software that is used by the Client to obtain information from financial markets in real time, perform market analysis, open, close, modify, and delete Orders, or receive notifications from the Company.
2.15. 'Commodities' means tradable physical assets such as metals, including gold, silver, platinum, and copper, as well as crude oil, natural gas, and other resources.
2.16. 'Company News Page' means the section of the Website where news is published.
2.17. 'Contract Note' means the document issued by the Company to the Client pursuant to section 66 of the Securities Act, 2007, in respect of each contract for the purchase, sale, or exchange of securities.
2.18. 'Corporate Action' means the activity of a Stock corporation that brings crucial changes and impacts its stakeholders (for example, dividend, split, consolidation, buyback, bankruptcy, or any other action that a Stock corporation can take). Depending on the circumstances of each event, in order to preserve the economic equivalent of the rights and obligations between customers and a Stock corporation, the Company reserves the rights to:
2.18.1. perform Balance operations on Clients' accounts depending on their Open Positions
2.18.2. close positions at the market price immediately before a Corporate Event occurs
2.18.3. reopen Clients' positions in order to preserve the economic equivalent of rights and obligations between Clients and a Stock corporation
2.18.4. stop trading on instruments that have undergone Corporate Action.
2.19. 'Currency of the Trading Account' means the currency in which the Trading Account is denominated; all calculations and operations on the account are performed in this currency, including all charges, Spreads, commissions, and swaps when applicable.
2.20. 'Currency Pair' means the underlying Instrument based on the change in the value of one currency against the other.
2.21. 'Data Protection Act' means the Data Protection Act, 2023 (Act 24 of 2023), as amended.
2.22. 'Derivative' means a financial product that the Client can trade on margin ('Leveraged Products') with borrowed money. The Derivative is traded directly between the Client and the Company. The value of the Derivative is determined as the difference between the underlying Instrument's price at the time of executing the opening and closing Orders. This difference in price forms the basis for determining the financial gains or losses resulting from trading the Derivative. All Derivatives offered by the Company are listed on the Website.
2.23. 'Derivative on Stock' means the Derivative in which the underlying asset is represented by a Stock and its price fluctuations.
2.24. 'Derivative on Index' means the Derivative in which the underlying asset is represented by an Index and its price fluctuations.
2.25. 'Dispute' means any dispute arising out of or in connection with the Agreement.
2.26. 'Dividend Adjustment' means a Balance operation in the event of a dividend payment on a single Derivative on Stock or Index. For Long Positions (buy Orders), the Dividend Adjustment is credited to the Balance; for Short Positions (sell Orders), the Dividend Adjustment is deducted from the Balance. The Dividend Adjustment is executed on the Ex-dividend Date. The Dividend Adjustment is calculated as follows: Dividend Adjustment = Dividend amount per one share x Contract size x Number of Lots.
2.27. 'Energy' means a type of underlying asset for Derivatives represented by Energy products, including but not limited to oil, natural gas, and electricity.
2.28. 'Ex-dividend Date' means the date by which the Client needs to hold the dividend-paying Derivative on Stock position to receive the upcoming Dividend Adjustment payment. If the Client purchases and holds the Derivative on Stock position before its Ex-dividend Date, the next Dividend Adjustment will be applied to their Balance. Conversely, if the Client purchases the Derivative on Stock after the Ex-dividend Date, the Dividend Adjustment will not be applied to his or her Balance.
2.29. 'FIU' means the Financial Intelligence Unit of Seychelles.
2.30. 'Floating Profit/Loss' means the current profit or loss on Open Positions calculated at the current price.
2.31. 'Force Majeure Event' means any of the following events: any act, event, or occurrence (including, without limitation, any strike, riot or civil commotion, an act of terrorism, war, an act of God, accident, fire, flood, storm, electronic, communication equipment or supplier failure, interruption of power supply, civil unrest, statutory provisions, and lockouts) prevents the Company from maintaining an orderly market for one or more of the Instruments, or suspension, liquidation or closure of any market, abandonment or failure of any event to which the Company relates its Quotes, imposition of limits or special or unusual terms on the trading in any such market or on any such event.
2.32. 'Free Margin' means the funds on the Client's account that may be used to open a position. Free Margin is calculated in the following way: Free Margin = Equity - Required Margin.
2.33. 'FSA' means the Financial Services Authority of Seychelles established under the Financial Services Authority Act, 2013.
2.34. 'FSA Act' means the Financial Services Authority Act, 2013, as amended.
2.35. 'Index' means a type of Underlying Asset for the Derivative, and it is defined as a quantitative measurement reflecting the price performance of a specific group of shares on the exchange.
2.36. 'Indicative Quote' means a price or a Quote at which the Company has the right not to accept or execute any Orders or perform any modifications to the Orders.
2.37. 'Initial Margin' means the margin required to open a position. It can be viewed in the trading calculator.
2.38. 'Instruction' means the Instruction from the Client to open or close a position or to place, modify, or delete an Order.
2.39. 'Instrument' or 'Underlying Asset' means any Currency Pair, Commodity (for example, a Precious Metal or Energy), Stock, or Index.
2.40. 'Intraday Trading Instrument' means a type of Trading Instrument specifically designed for trading activities within the designated trading session. All positions and Orders executed with the Intraday Trading Instruments are subject to automatic liquidation at the last market price recorded at the end of the designated trading session.
2.41. 'Leverage' means the virtual credit given to the Client by the Company. For example, 1:500 Leverage means that the Initial Margin for the Client will be 500 times smaller than the Transaction Size.
2.42. 'Long Position' means a buy Order, that is, buying the Base Currency against the Quote Currency.
2.43. 'Lot' means 100,000 units of the Base Currency, 1,000 barrels of crude oil, or any other number of contracts or troy ounces described in the contract specifications.
2.44. 'Lot Size' means the number of units of a Base Currency or the number of troy ounces of a Precious Metal defined in the contract specifications.
2.45. 'Margin' means the amount of funds required to maintain Open Positions as determined in the contract specifications for each Instrument.
2.46. 'Margin Level' means the ratio of Equity to Required Margin. It is calculated in the following way: Margin Level = (Equity / Required Margin) * 100%.
2.47. 'Margin Trading' means Leverage trading when the Client may make Transactions having fewer funds in the Trading Account compared to the Transaction Size.
2.48. 'Open Position' means a Long Position or a Short Position which has not yet been closed.
2.49. 'Order' means an instruction from the Client to the Company to open or close a position when the price reaches the Order Level.
2.50. 'Order Level' means the price indicated in the Order.
2.51. 'Overnight Commission' means the interest added to or deducted from the Client's account for holding a position open overnight.
2.52. 'Profile' means a personal profile created by the Company for the Client within the Company's Services. The Profile is for the Client's private use only and allows the Client to manage his or her personal information and all Trading Account settings.
2.53. 'Personal Data' has the meaning given to it in the Data Protection Act, 2023 (Seychelles), being any information relating to an identified or identifiable natural person.
2.54. 'Precious Metal' means a type of underlying asset for Derivatives represented by rare and organically occurring metallic elements that have an inherent value (for example, gold or silver).
2.55. 'Price Gap' means that the current Bid price is higher than the Ask price of the previous Quote, or the current Ask price is lower than the Bid price of the previous Quote.
2.56. 'Quote' means the information about the current price for a specific Instrument in the form of the Bid and Ask prices.
2.57. 'Quote Currency' means the second currency in the Currency Pair, which can be bought or sold by the Client for the Base Currency.
2.58. 'Rate' means the following:
2.58.1. the value of the Base Currency in relation to the Quote Currency
2.58.2. the price of one troy ounce worth of the Precious Metal against the U.S. dollar or any other available currency for this Instrument
2.58.3. the price of one barrel of the Energy against the U.S. dollar or any other available currency for this Instrument
2.58.4. the price of one contract against the currency of the corresponding country.
2.59. 'Required Margin' means the margin required by the Company to maintain Open Positions.
2.60. 'Risk Disclosure' means the Risk Disclosure document.
2.61. 'Segregated Account' means a bank account of the Company wherein the funds of the Clients are kept separately from the funds of the Company, in accordance with section 64(h) and section 72 of the Securities Act, 2007.
2.62. 'Services' means the Services provided by the Company to the Client as provided according to Clause 3.1 and in accordance with its licence.
2.63. 'Short Position' means a sell position, that is, selling the Base Currency against the Quote Currency.
2.64. 'Spread' means the difference between the Ask and the Bid price.
2.65. 'Stock' means a type of Underlying Asset for the Derivatives represented by units of ownership in one or more companies.
2.66. 'Trading Account' means the Client's personal account with the Company from which the Client can perform Orders, Transactions, top-ups, and other operations covered by the Services.
2.66.1. 'Real Trading Account' means the Trading Account that allows the Client to perform trading activity by means of his or her personal funds, and
2.66.2. 'Demo Trading Account' means the Trading Account that allows the Client to perform trading activity by means of simulated funds, which does not generate any profit or expense for the Client.
2.67. 'Trading Platform' means all the Company's software and hardware environment which provides real-time Quotes and allows Order placing, modification, deletion, or execution. The Trading Platform also calculates all the mutual obligations between the Client and the Company.
2.68. 'Transaction' means a contract for the price difference in relation to any Instrument or any combination of the Instruments.
2.69. 'Transaction Size' means the Lot Size multiplied by the number of Lots.
2.70. 'Underlying Market' means the exchange and/or other similar body and/or liquidity pool on which an Instrument is traded.
2.71. 'Wallet' means an account of the Client's operations with the Company where the Client can perform deposits, withdrawals, and transfers between their own accounts within the Company.
2.72. 'Website' means the website of the Company accessible at elev8.com.
3. Services
3.1. The Company holds a Securities Dealer Licence (the 'Licence') issued by the Financial Services Authority of Seychelles ('FSA') under the Securities Act, 2007 (the 'Act'). The Company is authorised to provide the Services as specified in the Licence. The Company's FSA Licence Number is SD131. Further details on the Services are available on the Website.
3.2. Subject to the Agreement, the Company will offer the following Services to the Client: receive and transmit trading Orders or execute trading Orders for the Client using the provided Trading Instruments.
3.3. The Company provides access to Client Terminal, technical analysis tools, any third-party licence to any software embedded in the Trading Platform, and any third-party services offered along with the Company's Services. The current list of Trading Platforms and supported instruments is available on the Website.
3.4. Subject to the Agreement, the Company may enter into Transactions with the Client either as a principal or as an Agent, as the case may be, using the Trading Instruments specified on the Website.
3.5. The Company shall carry out all Transactions with the Client on a non-advisory, execution-only basis. The Company is entitled to execute Transactions notwithstanding that a Transaction may not be suitable for the Client. The Company is under no obligation to provide investment advice, to monitor Transactions, or to make margin calls on behalf of the Client. The Client is solely responsible for all trading decisions. The Company's obligations under the Act and any Applicable Regulations remain unaffected by this clause.
3.6. The Client shall not request the Company to provide any investment advice or to make any statements of opinion with the intention to encourage the Client to make any particular Transaction.
3.7. The Company shall not provide physical delivery of the Underlying Asset of an Instrument in relation to any Transaction. Profit or loss in the Currency of the Trading Account is credited to or debited from the Trading Account once the Transaction is closed.
3.8. Without prejudice to Clause 3.5 above, the Company may, from time to time and at its discretion, provide information of a general nature in newsletters, which it may post on its Website or deliver to its subscribers in any other manner. Where it does so:
3.8.1. this information is provided solely to enable the Client to make his or her own investment decisions and cannot be considered as investment advice
3.8.2. where the document contains a restriction on the person or category of persons to whom the shared document is intended and/or distributed, the Client agrees not to distribute the shared document to such restricted person or category of persons, and
3.8.3. the Company makes no representation, warranty, or guarantee as to the accuracy or completeness of such information or as to the tax consequences of any Transaction.
3.9. In accordance with the AML/CFT Act, 2020 and the AML/CFT Regulations, the Company is required to perform customer due diligence measures, including verification of the Client's identity and source of funds, and to conduct ongoing monitoring of the business relationship. The level of customer due diligence applied is determined on a risk-sensitive basis.
3.10. The Company reserves the right, at its discretion, to refuse to provide the Services to the Client at any time. The Client agrees that the Company shall have no obligation to inform the Client of the reasons for such refusal, provided that such refusal is not in violation of any statutory or regulatory obligations or provided that such refusal to provide information is by virtue of a statutory provision. Where the refusal arises from the Company's obligations under the AML/CFT Act, 2020, the Company is prohibited by section 50 of the AML/CFT Act from disclosing the reason to the Client.
3.11. The Company reserves the right to reject or terminate a client relationship by returning the Client's deposit where the Company deems it appropriate and necessary, including as a result of the Client's malicious, illegal, inappropriate, or fraudulent actions.
Where the Company is unable to complete customer due diligence in accordance with the AML/CFT Act, 2020, the Company shall cease the relevant transaction and terminate the business relationship in accordance with section 43 of the AML/CFT Act and, subject to the tipping-off prohibition in section 50, return the Client's funds.
3.12. Market commentary, news, or other information are subject to change and may be modified by the Company at any time without notice. Under no circumstances shall such information be considered as direct or indirect trading advice.
3.13. All trading decisions made by the Client are solely his or her responsibility. The Company shall not be liable for any consequences arising from those decisions.
3.14. By accepting this Agreement, the Client confirms that he or she has read and understood the terms of the Agreement and agrees that Orders may only be executed through the Client Terminal.
3.15. The Client agrees that the Company may modify, add, rename, or cancel the Services offered under the Agreement, either partially or completely, without prior notification. The Client acknowledges and agrees that this Client Agreement shall apply to the Services as modified, added, or renamed in the future, in addition to the Services currently provided by the Company.
3.16. The Company shall not execute any Orders at Quotes different from those offered by the Trading Platform, unless permitted under this Client Agreement.
3.17. The Company shall not be considered a tax agent under any circumstances. Clients are solely responsible for fulfilling their own tax obligations and any other legal responsibilities independently.
3.18. The Company prohibits trading as an Agent or in any other capacity on behalf of Clients, except for specific campaigns and programs arranged by the Elev8 Copy, as described on the Website. Except for the campaigns and/or programs specified in this clause, the following shall apply:
3.18.1. the Client undertakes not to allow any other Client or any other person to trade on their behalf, and not to trade on behalf of others
3.18.2. in the event of a breach of Clause 3.18.1, the Client shall hold the Company harmless and be liable to such other Client or such other person for any losses and/or damage such other Client or such other person may have, and
3.18.3. in the event of a breach of Clause 3.18.1, the Client shall not have any claims against the Company and may claim such loss and/or damage only from the other Client or any other person who has been trading on his or her behalf.
3.19. Creating several Profiles by using multiple email addresses is prohibited. If the Company reasonably suspects the Client to operate more than one Profile, the Company reserves the right to close all Profiles except one at its sole discretion, which will also mean closing the Trading Accounts opened within them without prior notification of the Client. The Company shall not bear any responsibility for any trading activity of the Client performed through such excessive Profiles and the consequences of such activity, including any losses borne by the Client upon closure of such Profiles and Trading Accounts. Personal funds remaining in the excessive Profiles shall be transferred to the remaining Profile.
3.19.1. The Company reserves the right to close the Client's open orders by the market Quotes in case of creating several Profiles.
3.20. In accordance with sections 32 and 33 of the AML/CFT Act, 2020, the Company has developed a risk-based approach towards the detection of money laundering ('ML') and terrorist financing ('TF'), which is embedded in its process for Client acceptance and ongoing monitoring framework.
3.21. In accordance with section 35(2)(a) of the AML/CFT Act, 2020, the Company shall apply customer due diligence measures in respect of all Clients, including identifying and verifying the identity of each Client on the basis of documents, data or information obtained from reliable and independent sources.
3.22. For Clients that are natural persons, the Company shall identify and verify the Client's identity, including full legal name, date of birth, nationality, and residential address, on the basis of reliable and independent source documents, in accordance with section 35(2)(a) of the AML/CFT Act, 2020. The specific documents required are set out in the Company's KYC/CDD Procedures.
3.22.1 The Company retains the right, during the business relationship, to request at any time additional documentation from the Client as part of ongoing monitoring.
3.22.2 The Company reserves the right to impose additional due diligence requirements on Clients from higher-risk countries or jurisdictions.
3.23. For Clients that are legal persons, the Company shall identify and verify the identity of the beneficial owners in accordance with section 35(2)(c) of the AML/CFT Act, 2020, by obtaining information on:
3.23.1. the identity of all natural persons who ultimately have a controlling ownership interest (meaning ownership of or entitlement to 10% or more of the shares or voting rights, or the ability to exercise significant influence or control) in the legal person
3.23.2. the identity of the natural person exercising effective control of the legal person, or
3.23.3. the identity of the natural person who holds the position of a Senior Managing Officer.
3.24. The level of customer due diligence measures applied to a Client will be determined on a risk-sensitive basis in accordance with the AML/CFT Act, 2020 and the AML/CFT Regulations, including sections 35, 40 and 41 of the AML/CFT Act.
3.25. Where the Company determines, on a risk-sensitive basis, that a Client presents a higher risk of money laundering or terrorist financing activities, the Company shall apply enhanced customer due diligence ('EDD') measures and enhanced ongoing monitoring in accordance with section 41 of the AML/CFT Act, 2020. Without limiting the foregoing, enhanced due diligence shall apply to Politically Exposed Persons as defined in section 36 of the AML/CFT Act, 2020.
3.26. Subject to section 40(2) of the AML/CFT Act, 2020, the Company may apply simplified customer due diligence measures where it determines that a business relationship presents a low degree of ML/TF risk. Simplified customer due diligence shall not be applied where the Company has formed or has reasonable grounds to form a suspicion of money laundering or terrorist financing.
3.27. Where the Company is unable to complete customer due diligence in accordance with the AML/CFT Act, 2020, the Company shall cease the transaction and terminate the business relationship in accordance with section 43 of the AML/CFT Act.
Where the Company has reasonable grounds to suspect money laundering or terrorist financing, the Company shall submit a suspicious transaction report ('STR') to the Financial Intelligence Unit of Seychelles ('FIU') in accordance with section 48 of the AML/CFT Act, 2020. The Company is prohibited by section 50 of the AML/CFT Act from disclosing to the Client whether an STR has been filed.
3.28. The Company may independently verify the Client's identity and financial details by contacting relevant parties. The specific obligations and authorisations are detailed as follows:
3.28.1. the Client hereby agrees and undertakes to provide the Company with all the necessary and relevant information it requires as part of its CDD procedures
3.28.2. the Client hereby further authorises the Company or any of its Agent(s) to investigate his or her identity, source of funds, and, in connection with such investigations, to contact such banks, brokers, and other related parties as the Company shall deem appropriate and necessary
3.28.3. without prejudice to the terms herein, the Client agrees that the Company shall be held harmless against any loss arising as a result of any delay or failure to process any application or transaction if all such documentation as has been requested by the Company has not been provided by the Client.
3.29. The Company reserves the right to modify and correct any information provided by Clients during registration at its sole discretion, should discrepancies arise between the information submitted by the Client during registration and his or her identity documents. This may include slight differences in the spelling of names, prefixes, or dates. Upon the discovery of discrepancies, personal information of the Client will be corrected in accordance with the identity documents provided by the Client.
3.30. Without prejudice to Clause 3.21 above, the Company reserves the right to automatically suspend the Trading Account created on Client Terminal in the following cases:
3.30.1. where the Client does not add funds to the Trading Account within seven (7) calendar days after logging into the Trading Platform with the credentials of the Trading Account
3.30.2. where the Client fails to add funds to his Trading Account within thirty (30) calendar days of any of the following events, whichever occurs first:
3.30.2.1. last Order opening
3.30.2.2. last Order closing
3.30.2.3. last Trading Account deposit
3.30.2.4. last Trading Platform login.
3.31. The Client may reactivate the suspended Trading Account at any time by pressing the corresponding button in the Profile or the Website or by making any deposit or transfer into such Trading Account. The trading credentials, trading history, Balance, and withdrawal availability for such Trading Account, in this case, remain unchanged.
3.32. The Company shall treat the Client as a retail client for the purposes of applying the conduct standards prescribed under section 64 of the Securities Act, 2007. The Client shall have the right to request reclassification; the Company's acceptance of any such request is at its sole discretion and subject to the Client demonstrating sufficient experience and knowledge to assess the risks involved.
3.33. The Client acknowledges and agrees that the Company will rely on the accuracy, completeness, and correctness of the information provided by the Client during the registration of their Profile and filling of identification forms and the financial suitability questionnaire when categorising and dealing with the Client.
3.34. The Client undertakes to promptly notify the Company in writing of any changes to ensure the accuracy and completeness of this information at all times, including any changes relevant to the Company's AML/CFT obligations, such as changes in source of funds, beneficial ownership structure, or Politically Exposed Person status.
3.35. Should the Client be re-categorised, the Client acknowledges and accepts that the safeguards provided to it under the laws may differ.
3.36. In addition to the conditions stated in Clause 4.8.3 below, the Company reserves the right to automatically delete the Trading Account after the below periods of inactivity (the period of inactivity is hereinafter measured according to the last trading activity date, last access date, last deposit or withdrawal date, or the date on which the Client created the Profile if the Trading Account was not activated, whichever occurs first) in the following cases:
3.36.1. if the Demo Trading Account created without creating the Profile (without registration) is inactive for three (3) consecutive days
3.36.2. if the Real Trading Account has not had any activity on it since its creation and is inactive for seven (7) consecutive days
3.36.3. if the Trading Account has had prior activity on it and is inactive for ninety (90) consecutive days
3.36.4. if the Real Trading Account has been inactive for three hundred sixty-five (365) consecutive days and its Balance is less than 5 units of the Currency of this Trading Account. All funds from this Trading Account will be transferred to the Wallet
3.36.5. if the Demo Trading Account is inactive for sixty (60) consecutive days
3.36.6. if the Real Trading Account is inactive for twenty-eight (28) consecutive days, and
3.36.7. if the Demo Trading Account is inactive for seven (7) consecutive days.
3.36.8. Account deletion pursuant to this clause does not affect the Company's obligation to retain records in accordance with section 47 of the AML/CFT Act, 2020 and section 68 of the Act. Archived account data will be retained and processed in accordance with the Privacy Policy.
3.37. The Trading Platform is not intended for distribution to and should not be accessed by any person who:
3.37.1. is under the age of 18 and/or lacks legal capacity to enter into any contract under the Applicable Laws
3.37.2. resides in a Restricted Jurisdiction or a jurisdiction where such access or use would violate local laws or regulations. The Trading Platform and the Services are not available in Restricted Jurisdictions. The current list of Restricted Jurisdictions is published on the Website.
3.37.3. is an employee, director, associate, Agent, affiliate, relative, or otherwise connected to the Company or any affiliate thereto.
3.38. The Client agrees that it is his or her responsibility to ensure that his or her use of the Trading Platform complies with all applicable laws and regulations in his or her jurisdiction.
3.39. Without prejudice to Clause 3.29, adhering to the above, the Company reserves the right, acting reasonably, to suspend and/or refuse access to and use of the Trading Platforms and/or close the Trading Account and terminate the Agreement in its sole discretion.
3.40. The Client acknowledges and agrees that the Company may provide the Trading Platform to other Clients and agrees that nothing herein will be deemed or construed to prevent the Company from providing any Services to such other Clients.
3.41. Subject to the terms and conditions of this Agreement, the Company hereby grants the Client a personal, limited, non-exclusive, revocable, non-transferable, and non-sublicensable licence to install and use the Trading Platform in object code only. This licence is granted solely for the personal use and the benefit of the Client, in strict accordance with the terms of this Client Agreement.
3.42. If any third-party software is included within or embedded in the Trading Platform, such software is provided subject to the applicable terms of this Client Agreement and any additional terms of the third-party licences (the 'Third-party Licences') that may apply. The Client agrees to comply with the terms of any applicable Third-party Licences provided by the Company. The Company provides no express or implied warranty, indemnity, or supporting obligations with respect to any Third-party Licences, and shall not be liable for any issues arising from or related to the use of such third-party software.
3.43. The Company reserves any and all rights to the Trading Platform not expressly granted to the Client under this Client Agreement. The Trading Platform is granted to the Client solely for the purpose of facilitating trading with the Company and is under no circumstances sold to the Client. The Trading Platform, all copies, and any derivative works thereof (by whomsoever created), the associated goodwill, copyrights, trademarks, logos, know-hows, patents, and any intellectual property rights, are and shall remain the exclusive property of the Company and its licensors. Except as expressly provided in this Client Agreement, no other licence right or interest right in any goodwill, trademark, copyright, logo, know-how, patent, service mark, or other intellectual property right in the Trading Platform or any part or derivative work thereof is granted or conveyed to the Client.
3.44. The Client agrees to take all reasonable steps to:
3.44.1. procure and maintain, at their own expense and in proper working order throughout the term of this Client Agreement, all hardware, operating environment (including operating system software), backup means, and infrastructure necessary for installation, operation, and maintenance of the Trading Platform (including without limitation uninterruptible power systems and electrical backup devices)
3.44.2. prevent any virus spreading, security breaches, and other disabling events from damaging the Trading Platform due to the Client's acts or omissions
3.44.3. implement and plan for the use and maintenance of appropriate protection in relation to the security and control of access to the Client's computer, computer viruses, or other similar harmful or inappropriate materials, devices, or information.
3.44.4. The Client may share with the Company in writing any suggestions for modifications, design changes, and improvements to the Trading Platform. The Company has the right, but not the obligation, to make modifications to the Trading Platform based on the Client's suggestions. Any modifications, design changes, and improvements made to the Trading Platform as a result of such feedback shall be the exclusive property of the Company.
3.44.5. The Company shall provide the Trading Platform with reasonable skill and care, consistent with industry standards for similar services.
3.44.6. The Company reserves the right, at its sole discretion, to expand, modify, or remove any part of the Trading Platform from time to time. The Company shall not be liable for any such changes under this Client Agreement. Where practicable, the Company will use reasonable endeavours to replace any modified or removed part of the Trading Platform with an equivalent feature or functionality.
3.44.7. The Company reserves the right to shut down the Trading Platform at any time outside of the Business Days for maintenance purposes without prior notice to the Client. In these cases, the Trading Platform will be inaccessible. The Company shall not be liable for any loss or inconvenience caused by such maintenance activities.
3.44.8. The Company makes no express or implied representations or warranties regarding the Trading Platform, including but not limited to the following:
3.44.8.1. the Trading Platform shall continuously or uninterruptedly be available at all times. Access may be affected by routine maintenance, repairs, reconfigurations, upgrades, or other factors
3.44.8.2. the operation, quality, or functionality of the Trading Platform
3.44.8.3. the Trading Platform will be free from errors, defects, viruses, or other harmful components which may have any contaminating or destructive properties, including such components which may result in the loss or corruption of your data or other property. The Company shall not be liable for any data loss or any replacement of equipment or software by the Client as a result of the use of the Trading Platform.
3.45. The Client agrees to the following terms regarding the use of the Trading Platform:
3.45.1. he or she can only use the Trading Platform for so long as he or she is authorised to do so
3.45.2. he or she cannot use the Trading Platform for any purpose other than for the purpose for which it has been provided under this Agreement
3.45.3. he or she is responsible for the use of the Trading Platform (including the Account Credentials) by himself or herself.
3.46. The Client agrees not to:
3.46.1. use the Trading Platform for any illegal or inappropriate purposes
3.46.2. interfere with or disrupt the proper operation of the Company's software, hardware, systems, or networks. This includes, but is not limited to, not knowingly or negligently transmitting files that may interrupt, damage, destroy, or limit the functionality of any computer software, hardware, systems, or networks, including corrupted files or files that contain viruses, Trojan horses, worms, spyware, or other malicious content
3.46.3. attempt to gain unauthorised access to the Company's computer system or those of other users, or to parts of the Trading Platform to which he or she does not have access rights. This includes the attempt to reverse engineer or otherwise circumvent any security measures that the Company has applied to the Trading Platform
3.46.4. take any action that could interrupt or degrade the provision of the Trading Platform to other users
3.46.5. convey any false, unlawful, harassing, defamatory, abusive, hateful, racial, threatening, harmful, vulgar, obscene, seditious, or otherwise objectionable or offensive material of any kind or nature
3.46.6. conduct any commercial business on the Trading Platform
3.46.7. knowingly or negligently upload or download files that contain software or other material protected by copyrights, trademarks, patents, or other intellectual property rights (or rights of confidentiality or privacy of publicity, where applicable) unless he or she owns or controls the rights thereto or has received all necessary authorisation
3.46.8. falsify the origin or source of any content or material
3.46.9. use any software which applies artificial intelligence analysis to the Company's systems and/or the Trading Platform
3.46.10. intercept, monitor, damage, or modify any communication not intended for the Client
3.46.11. use any type of spider, virus, worm, Trojan horse, time bomb, or any other codes or instructions that are designed to distort, delete, damage, or disassemble the Trading Platform, the communication system or any system of the Company
3.46.12. send any unsolicited commercial communication not permitted under applicable law
3.46.13. perform any action that will or may compromise the integrity of the Company's computer system or the Trading Platform or cause such system to malfunction or cease its operation
3.46.14. perform any action that could facilitate the irregular or unauthorised access or use of the Trading Platform
3.46.15. unlawfully log into the Trading Platform and execute an Order to buy or sell the Instrument from a location or IP address originating from a region or jurisdiction where it is not allowed for regulatory reasons.
3.47. The Client is expressly prohibited from downloading, saving, copying, or otherwise reproducing any part of the Trading Platform.
3.48. If the Client has not performed any Activity for twelve (12) consecutive months, the Company may classify the Client's Trading Account and/or Profile as inactive and charge a monthly administrative inactivity fee in the amount specified on the Company's Website, Fees Schedule, or Profile. For this purpose, the Activity means executing the Order, maintaining an open position, making a deposit, withdrawing funds, making an internal transfer, or logging into the Profile or Trading Platform. The fee shall not be applied retroactively, shall not exceed the available balance, shall not create a negative balance, and shall cease once the Client resumes the Activity. The Company may suspend, archive, close, or delete inactive Trading Accounts in accordance with this Agreement.
4. Client Orders and Transactions
4.1. The Company provides market execution on Trading Instruments. When entering into the Transaction, the Company may act as either the principal or the agent on behalf of the Client, depending on the specific situation. In any case, the Company shall conduct its business with integrity, due skill, care, and diligence in accordance with section 64(a) and (b) of the Securities Act, 2007. While some positions of the Client might be offset by external liquidity providers, there could be some cases in which the Orders may fail to be offset, or the Company may solely decide not to offset an Order or a group of Orders.
4.2. As a result of the nature of market execution, slippage during Orders opening or closure may occur. The Client agrees that such possible occasional slippage is a natural consequence and feature of market execution, and the Company is not responsible for it in any way.
4.3. Any possible open or close price deviation is subject to the available liquidity. The Company bears no responsibility for the consequences of such deviations and/or price differences from the price requested by the Client.
4.4. The Client can cancel a sent Order only while it is in the queue with the 'Order is accepted' status. In this case, the Client should press the 'Cancel order' button. Given the specifics of the Client Terminal, the Order cancellation cannot be guaranteed.
4.5. The Client's request to open, modify, or close an Order may be declined in the following cases:
4.5.1. during the market opening, when the Order is sent before the first Quote has been received by the Trading Platform
4.5.2. in exceptional market conditions
4.5.3. in case the Client does not have sufficient margin. In this case, 'Not enough money', 'Insufficient funds', or any similar message is displayed by the Trading Platform, and
4.5.4. in case the Client uses Autotrading Software performing over thirty (30) requests per minute, the Company reserves the right to ban such Expert Advisors or cBots.
4.6. The use of the same IP address by different Clients can be a reason to consider all the Orders in all the accounts performed from this IP address as those performed by the same Client.
4.7. The Company reserves the right to cancel Orders opened or closed by off-market Quotes:
4.7.1. in case the Order was opened by an off-market Quote
4.7.2. in case the Order was closed by an off-market Quote.
4.8. The use of arbitrage strategies is prohibited. Arbitrage is a strategy aimed at profiting by exploiting the difference in prices of identical or similar Instruments in different markets or in different forms, including but not limited to latency abuse, price manipulation, time manipulation, or system abuse. If the Company reasonably suspects that the Client uses arbitrage strategies in an explicit or hidden way, the Company reserves the right to do the following:
4.8.1. cancel all Orders of the Client
4.8.2. cancel the Client's profit associated with all closed Orders
4.8.3. close all Trading Accounts of the Client and refuse further provision of the Services to the Client.
4.8.4. The Company shall exercise these rights acting reasonably and in good faith, and shall provide the Client with written notice of the basis for any profit cancellation or account closure.
4.9. In exceptional cases, Orders lasting less than one hundred and eighty (180) seconds can be cancelled if they are considered an abuse.
4.10. The Company reserves the right to close the Client's opened Orders by the market Quotes in the following cases:
4.10.1. the Client is underage
4.10.2. the Client is from a country to which the Company does not provide its Services
4.10.3. the Client uses any arbitrage strategies as considered by the Company at its sole discretion
4.10.4. the Client conducts any other violation of this Agreement or any of the Company's policies
4.10.5. where required by the Company's obligations under the AML/CFT Act, 2020, including where an STR has been filed with the FIU pursuant to section 48 or where CDD cannot be completed pursuant to section 43.
4.11. The Company reserves the right to cancel the Client's Orders in case they do not comply with the Agreement.
4.12. A buy Order shall be opened by an Ask price. A sell Order shall be opened by a Bid price.
4.13. A buy Order shall be closed by a Bid price. A sell Order shall be closed by an Ask price.
4.14. The Company reserves the right to increase Spreads in case one or more of the following events occur:
4.14.1. in case the market conditions become irregular
4.14.2. in case the trading conditions for one or more Currency Pairs have changed, or
4.14.3. in case of (a) Force Majeure Event(s).
4.15. The Company is entitled to close Open Positions and pending orders for the Intraday Trading Instruments at the end of the particular trading session of such Instruments.
4.16. The Company shall not have any obligation to accept, execute, or cancel all or any part of a Transaction that the Client seeks to execute or cancel through an Electronic Trading Service. Without limitation of the foregoing, the Company does not bear any responsibility for any transmissions that are inaccurate or not received by the Company, and it may execute any Transaction on the terms of which it have thereof received. Delays, lags, or latency may be caused by poor or weak internet connection or outages, application or software failures, and device-related issues, and the Company does not bear any responsibility for any losses caused by such delays, lags, or latency caused by poor connectivity.
4.17. The Client may trade on the Trading Platform using an algorithmic trading system (the 'ATS') which trades the market on its behalf. The Client acknowledges and agrees that ATS is inherently risky by virtue of its nature. The Company does not encourage or endorse it as a practice.
4.18. Where the Client trades using an ATS where it is so permitted under the law of the Client's country of residence or jurisdiction, the Company shall not be liable for any direct or indirect losses or damages incurred by the Client resulting from, but not limited to:
4.18.1. the use of the ATS
4.18.2. any fault, omission, or negligence while coding the strategy, or
4.18.3. failure on the part of the ATS or the software provider.
5. Order processing
5.1. When the Client's Order to open the position comes to the server, an automatic check of the Trading Account for Free Margin for the open Order is carried out. If the Required Margin is present, the Order is opened. If the margin is not sufficient, the Order is not opened. Due to market execution, an opening price may differ from the requested one. The note about the open Order appearing on the log file of the server confirms that the Client's request has been processed and the Order has been opened. Each open Order on the Trading Platform receives a ticker.
5.2. The Company reserves the right to aggregate the Instructions received from its Clients to open or close Transactions. Aggregation means combining one Client's Instruction with those of other Clients for execution as a single Order. The Company may combine the Client's Instruction with those of other Clients if it reasonably believes that this is in the overall best interests of the Clients as a whole. However, on occasions, aggregation may result in them obtaining a less favourable price once their Instructions have been executed. The Client acknowledges and agrees that the Company shall not have any liability to him or her as a result of any such less favourable price being obtained, provided that the Company has acted in accordance with its obligations under section 64 of the Securities Act, 2007.
5.3. After the execution of a Transaction, the Company shall confirm the details of that Transaction to the Client as a Contract Note (in electronic format or available on the Website) as soon as possible after execution and no later than the end of the next trading day following execution. The Contract Note constitutes a contract note for the purposes of section 66 of the Securities Act, 2007 and shall include all particulars required under section 66(2) of the Act.
The Contract Note shall, in the absence of a manifest error, be deemed conclusive and binding on the Client unless the Client objects in writing within 1 Business Day of receipt. Any error in the Contract Note shall not affect the validity of the underlying Transaction.
6. Mandatory position closure (Margin call and Stop Out)
6.1. A margin call occurs whenever the account's Margin Level falls below the designated percentage described in the Trading Account specification on the Website. In this case, the Company is entitled but not obliged to close the Client's positions.
6.2. The Company is obliged to close the Client's Open Positions without prior notification in case the Margin Level falls below the designated percentage described in the Trading Account specification on the Website. This event is called Stop Out.
6.3. Stop Out is executed at a current market Quote on a first-come-first-serve basis. Stop Out will be recorded in the server's log file as a 'Stop Out'.
6.4. In case the Client has several Open Positions, the first position to close will be the one with the highest Floating Loss.
6.5. In case a Stop Out leads to the account Balance becoming negative, this does not imply any debt payments from the Client and cannot be regarded as such. The Company will compensate the account Balance to zero. In exceptional cases (should the Company deem the Client's actions fraudulent or intentional), the Company may claim the debt.
6.6. Margin call and Stop Out levels may be increased during news releases, periods of high market volatility, abnormal market conditions, and other irregular events.
7. Leverage modification
7.1. Leverage modification by the Client is only allowed once every 24 hours.
7.2. The Company reserves the right to modify the Client's Leverage settings at any time without prior notification.
7.3. The following Leverage restrictions are applied to all account types:
7.3.1. Leverage 1:1000 is provided for accounts with maximum personal funds of up to 5,000 USD
7.3.2. Leverage 1:500 is provided for accounts with maximum personal funds of up to 35,000 USD
7.3.3. Leverage 1:200 is provided for accounts with maximum personal funds of up to 125,000 USD
7.3.4. Leverage 1:100 is provided for accounts with maximum personal funds of up to 250,000 USD
7.3.5. Leverage 1:50 is provided for accounts with maximum personal funds of up to 500,000 USD
7.3.6. Leverage 1:30 is provided for accounts with maximum personal funds of up to 1,000,000 USD
7.3.7. Leverage 1:25 is provided for accounts with maximum personal funds of up to 3,000,000 USD
7.3.8. Leverage 1:15 is provided for accounts with maximum personal funds of up to 3,000,000 USD
7.3.9. Leverage 1:5 is provided for accounts with maximum personal funds of up to 5,000,000 USD.
7.4. Should it be deemed necessary or appropriate, the Company may, at its discretion, change the Leverage of any account under circumstances different from the cases described in the Agreement.
7.5. Personal funds are calculated in the following way: Personal Funds = Balance + Credit + Unrealised PnL.
7.6. Unrealised PnL is calculated in the following way: Unrealised PnL = Positive Opened Orders PnL + Negative Opened Orders PnL.
7.7. PnL is calculated in the following way: PnL = (Close price - Open price) x Contract size x Number of Lots.
8. Trading conditions
8.1. Full trading conditions, including but not limited to current Spreads, Currency Pairs, Lot Sizes, Transaction sizes, commissions, volume and/or deposit limitations, and account types, are located on the Website. The Company reserves the right to modify, add, or cancel any or all of the trading conditions either on a general or personal basis. Such modifications are subject to prior notification.
8.2. Any kind of abusing and/or taking unfair (direct or indirect) advantage of the Company's trading conditions may be a subject of investigation. Should facts of such abuses arise, the profit and/or loss gained with this advantage may be cancelled by the Company, acting reasonably and in good faith. The Company shall notify the Client in writing of any such decision. The Client fully acknowledges this.
8.3. The Company reserves the right to, without the Client's consent, either void from the outset or amend the terms of any Transaction that it reasonably believes, at its sole reasonable discretion, to contain or be based on an obvious or palpable error (a 'Manifest Error'). If the Company chooses to amend the terms of any such Manifest Error, the amended level will be such level as it reasonably believes would have been fair at the time the Transaction was entered into. In deciding whether an error is a Manifest Error, the Company shall act reasonably, and it may take into account any relevant information, including, without limitation, the state of the Underlying Market at the time of the error or any error in, or lack of clarity of, any information source or pronouncement upon which the Company bases its quoted prices. Any financial commitment that the Client has entered into or refrained from entering into in reliance on a Transaction with the Company will not be taken into account in deciding whether or not there has been a Manifest Error.
8.4. Except in cases of fraud, omission, wilful default or negligence by the Company, it shall not be liable to the Client for any loss, cost, claim, demand, or expense following a Manifest Error (including where the Manifest Error is made by any information source, commentator, or official on whom the Company reasonably relies).
8.5. If a Manifest Error has occurred and the Company chooses to exercise any of its rights under these terms, and if the Client has received any monies from it in connection with the Manifest Error, the Client agrees that those monies are due and payable to the Company and he or she agrees to return an equal sum to it without delay and without any demand notice being raised by the Company.
9. Pending Order
9.1. The following kinds of pending Orders may be executed in the Trading Software:
9.1.1. Buy Limit: an Order to open a buy position if the Ask price becomes lower than or equal to the Order price. In this case, the current price at the moment of placing the Order is higher than the Buy Limit Order price
9.1.2. Buy Stop: an Order to open a buy position if the Ask price becomes higher than or equal to the Order price. In this case, the current price at the moment of placing the Order is lower than the Buy Stop Order price
9.1.3. Sell Limit: an Order to open a sell position if the Bid price becomes higher than or equal to the Order price. In this case, the current price at the moment of placing the Order is lower than the Sell Limit Order price
9.1.4. Sell Stop: an Order to open a sell position if the Bid price becomes lower than or equal to the Order price. In this case, the current price at the moment of placing the Order is higher than the Sell Stop Order price
9.1.5. Stop Loss: an Order to close an Open Position at a certain price in case the position generates losses, and
9.1.6. Take Profit: an Order to close an Open Position at a certain price in case the position generates profit.
10. Orders rules
10.1. Opening, modifying, or deleting Orders is allowed only during active trading hours (which depend on the Client Terminal chosen by the Client) outlined in the contract specification; it is not allowed beyond trading hours.
10.2. In the exceptional case of irregular market conditions, trading with specific trading Instruments may be prohibited (fully or partially, temporarily or permanently) while the conditions remain irregular or until further notice.
10.3. All the pending Orders are executed by the GTC Model ('Good Till Cancelled') and have no period of validity; that is, they remain active until cancelled by the Client. The Client, however, has the right to set the Order expiration date by him- or herself.
10.4. In case one or several Order parameters are invalid or missing, the Order may be declined by the Trading Platform.
10.5. The Company will specify the current market price at its sole discretion.
10.6. Orders of all types shall not be placed closer than a stated number of points from the current price. The minimum distance in points from the current price may be changed with prior notice. Pending Orders of all types, including take profit and stop loss, should not be placed closer than the stop level—a stated number of points away from the current price for each symbol. Stop level values may be changed with prior notice. The Client can see the current stop level value in the symbol's specification in the Client Terminal.
10.7. A note in the server log file about the Order opening means the Client has opened an Order and agrees with it. Each Order gets a unique identification number (a ticker).
10.8. In case an Order opening is requested before the first Quote appears in the Trading Platform, it will be rejected by the Trading Platform. In this case, the message 'No price/Trading is forbidden' will appear in the Client Terminal.
10.9. A note in the server log file about the Order closure or modification means the Client has modified or closed an Order and agrees with it.
10.10. In case an Order closure or modification is requested before the first quote appears in the Trading Platform, it will be rejected by the Trading Platform.
10.11. The Company provides the Client with the following options:
10.11.1. to partially close their Open Positions on the MT5, MT4, ET8 as the case may be. This option is realised differently on the aforementioned platforms
10.11.2. to perform singular or multiple Close By operations on their Open Positions on the Client Terminal.
10.12. The Company provides an option for the Client to perform the Close By operation on their Open Positions on the Client Terminal.
10.13. The Company offers the Client the option to perform the Multiple Close By operation on their positions on the Client Terminal.
11. Pending Orders execution
11.1. A pending Order is executed in the following cases:
11.1.1. Buy Limit Order: whenever the current Ask price becomes lower or equal to the Order price
11.1.2. Buy Stop Order: whenever the current Ask price becomes higher or equal to the Order price
11.1.3. Sell Limit Order: whenever the current Bid price becomes higher or equal to the Order price
11.1.4. Sell Stop Order: whenever the current Bid price becomes lower or equal to the Order price
11.1.5. take profit Order for a buy position: whenever the current Bid price becomes equal to or higher than the Order price
11.1.6. stop loss Order for a buy position: whenever the current Bid price becomes equal to or lower than the Order price
11.1.7. take profit Order for a sell position: whenever the current Ask price becomes equal to or lower than the Order price
11.1.8. stop loss Order for a sell position: whenever the current Ask price becomes equal to or higher than the Order price.
11.2. The following rules are applied to Order execution during Price Gaps:
11.2.1. In case the pending Order price and take profit level are within the Price Gap, the Order will be cancelled with a comment ('cancelled' or 'gap')
11.2.2. In case the take profit Order price is within the Price Gap, the Order will be executed by its price
11.2.3. In case the stop loss Order price is within the Price Gap, the Order will be executed by the first price after the Price Gap with a comment ('SL' or 'gap')
11.2.4. Buy Stop and Sell Stop pending Orders will be executed by the first price after the Price Gap with a comment ('started' or 'gap')
11.2.5. Buy Limit and Sell Limit pending Orders will be executed by the Order's price with a comment ('started' or 'gap').
11.3. In some instances, when small Price Gaps occur, the Orders may be executed as usual as stated in the previous paragraph.
11.4. In case a Client account simultaneously has the following characteristics:
11.4.1. The Margin level is 140% or less
11.4.2. 60% of the volume of total position is placed in one instrument and has one direction (sell or buy)
11.4.3. This part of the total position was formed within 24 hours before the market closure. The Company is entitled to set take profit for the Orders included in the total position at the Ask price level of market closing for the instrument minus one point (for sell Orders) or at the Bid price level of market closing for the instrument plus one point (for buy Orders).
12. Margin requirements
12.1. The Client shall provide and maintain the Initial Margin and/or Hedged Margin as defined under Clause 12.2.1 in such limits as the Company may require from time to time in compliance with the Agreement. It is the Client's sole responsibility to ensure that he or she understands how the Margin is calculated.
12.2. The Client shall pay the Initial Margin and/or Hedged Margin at the moment of opening a position.
12.2.1. The Hedged Margin amounts to the minimum of 50% of the Margin Requirement of the equivalent hedged position. The size of the Hedged Margin depends on the volume of the position.
12.3. If no Force Majeure Event occurs, the Company is entitled to change Margin Requirements and send a Written Notice to the Client three (3) Business Days prior to these amendments.
12.4. The Company is entitled to change Margin Requirements without prior written notice in the case of a Force Majeure Event.
12.5. The Company is entitled to apply new Margin Requirements amended in accordance with the above-mentioned paragraphs to the new positions and to the positions that are already open.
12.6. The Company is entitled to close the Client's Open Positions without the consent of the Client or any prior written notice if the Equity is less than a certain Rate, depending on the account type stipulated on the Website.
12.7. It is the Client's responsibility to notify the Company as soon as the Client believes that he or she will be unable to meet a Margin payment when due.
12.8. The Company is not obliged to make Margin calls for the Client. The Company is not liable to the Client for any failure to contact or an attempt to contact the Client.
12.9. As long as the Margin remains in the Client account, the Client agrees that the Company has the right to hold the Client's Margin from the Client to the Company, to be kept by the latter as security, and be returned by the Company to the Client on completion of the Client's trade(s). Notwithstanding the foregoing, the Company shall at all times hold Client funds in accordance with its obligations under section 64(h) and section 72 of the Securities Act, 2007, and the Client's Margin shall not cease to be Client Money by reason of its use as security.
12.10. Subject to any restrictions referred to in this Agreement regarding the operation of the Wallet, the Client has the right to withdraw to their Wallet any part of the funds equal to the Free Margin that is available in the relevant Trading Account, provided there are funds available.
13. Deposit and withdrawal
13.1. The Client may deposit funds into or withdraw funds from the Trading Account or Wallet. All deposits to the Company and withdrawals shall be made in accordance with the payment instructions set forth on the Website. The Company is required, in accordance with the AML/CFT Act, 2020, to verify the source of the Client's funds as part of its customer due diligence obligations. Deposits must originate from an account held in the Client's own verified name, consistent with the Client's registered identity, in accordance with section 44 of the AML/CFT Act, 2020. The Company does not accept third-party or anonymous payments.
13.1.1. The Company shall hold all Client Money in one or more segregated client bank accounts maintained separately from the Company's own funds, in accordance with section 64(h) and section 72 of the Securities Act, 2007. Each segregated account shall contain the word 'client' in its title as required by section 72(2)(b) of the Act.
Client Money shall not form part of the Company's own assets. In the event of the Company's insolvency or winding up, Client funds in segregated accounts shall not form part of the Company's estate and shall be distributed in accordance with the laws of the Republic of Seychelles, including the Insolvency Act, 2013.
The Company shall exercise all due skill, care, and diligence in the selection and periodic review of any third-party institution holding Client Money.
13.1.2. If the Client has an Open Position, the Company reserves the right, at any time and at the Company's sole discretion, to set off any unrealised losses incurred in respect of an Open Position against any of the Client Money that is held by the Company to the Client's credit. In effect, this means that the Company, based on the conditions referred to above, may transfer any part of any unrealised losses from a banking institution to an account of the Company. At the same time, the Company may transfer any unrealised profit incurred as a result of an Open Position from a Company account to a Client Money account held in a banking institution.
13.1.3. The Company shall not be responsible for the solvency, act(s), or omission(s) of any banking institution with which Client Money is held.
13.1.4. The Company is not obligated to pay interest to the Client for the funds deposited.
13.1.5. The Company shall refuse or return a deposit where:
(a) the Client has not completed or cannot complete the required customer due diligence under the AML/CFT Act, 2020;
(b) the deposit does not originate from an account in the Client's own verified name;
(c) the deposit method is not accepted; or
(d) the Company has formed a suspicion of money laundering or terrorist financing, in which case the Company shall file an STR with the FIU under section 48 of the AML/CFT Act, 2020 and is prohibited from disclosing this under section 50 of that Act.
13.2. In case the nature of the deposit does not allow instant payment processing (for example, bank wire), the Client shall create a Deposit Request in the Profile. Failure to do so will lead to a deposit delay.
13.3. It is the Client's sole responsibility to create Deposit Requests in his or her Profile and to fill them in a correct and proper way. Failure to do so will lead to a deposit delay.
13.4. The Client may withdraw funds from the Trading Account at any time in accordance with the procedure described in paragraph 13.5.
13.5. If the Client requests to withdraw funds from the Trading Account, the Company shall pay the specified amount within three (3) Business Days after the request has been accepted if the following conditions are met:
13.5.1. the withdrawal request contains all the necessary information
13.5.2. the request is to perform a funds transfer to the Client's bank account or e-currency account (under no circumstances shall payments be made to third-party or anonymous accounts), and
13.5.3. the Client's Free Margin exceeds or equals the amount specified in the withdrawal request, including all payment charges.
13.6. The Company shall debit the Client's Trading Account for all payment charges (if applicable).
13.7. Withdrawals shall be made only to the same payment method and account from which the original deposit was made, and only to an account held in the Client's own verified name, in accordance with section 44 of the AML/CFT Act, 2020. Where the original deposit method is no longer available (e.g. an expired payment card), the Company will apply alternative withdrawal procedures in accordance with its AML/CFT policies.
13.8. In exceptional cases (such as Force Majeure Events, termination of payment system operation, and so on), the Company is entitled to decline the Client's funds withdrawal in any payment system. Such cases shall be considered on a case-by-case basis and shall be within the sole discretion of the Company.
13.9. To provide financial security for the Client, the Company reserves the right to withdraw the Client's funds only to his or her bank account.
13.10. For security and/or compliance reasons, the Company reserves the right to demand the Client's complete identification data. The Company also reserves the right to refuse to provide the Services to the Client who fails to pass the control check by phone and fails to answer basic questions concerning the Client's Profile.
13.10.1. Following the request of the Company, the Client shall send to the Company advanced selfies and/or regular selfies with the requested identification documents, such as a passport, other types of ID, address proof, bank reference letter, and/or any other relevant documents not listed here. Additionally, the Client is responsible for providing accurate information required to fulfil the Company's obligations under the Common Reporting Standard (CRS), including but not limited to declarations of tax residency, taxpayer identification number (TIN), and related supporting documentation, if applicable.
13.10.2. Should such a request be made by the Company, the Client shall have 28 (twenty-eight) calendar days to collect and send advanced selfies and/or regular selfies with the requested documents to the Company.
13.10.3. If the Client does not send advanced selfies and/or regular selfies with the requested documents within the mentioned 28-day period, the Client's Profile will be irreversibly blocked, and the Client's personal funds, excluding profits, will be refunded.
13.10.3.1. To initiate the refund process, the Client must submit a formal refund request to the Company within sixty (60) calendar days after the Profile is blocked, using the same method of payment used for the initial Transaction.
13.10.3.2. In the event that the Company does not receive such a refund request within the specified time frame, the Company considers the unclaimed funds as forfeited by the Client and treats them as the Company's property.
13.10.3.3. The Company is not liable for any loss or damages incurred by the Client due to the forfeiture of unclaimed funds as specified in sub-clause 13.10.3.2 hereof.
13.10.3.4. The Company reserves the right to apply administrative fees or charges for processing refund requests as deemed necessary.
13.10.3.5. The Client acknowledges and agrees that this refund process and its subsequent clauses, as mentioned in sub-clauses from 13.10.3 to 13.10.3.4 hereof, constitute the sole and exclusive remedy for any unclaimed funds resulting from the non-submission of advanced selfies and/or regular selfies with the requested documents.
13.10.4. Realised trading profits legitimately accrued to the Client shall not be forfeited; they shall be withheld pending completion of customer due diligence and released to the Client once verification is completed, save where the Company is required to withhold, freeze or report the funds under the AML/CFT Act, 2020. This clause shall be read consistently with Clause 32 (Grace Period).
13.10.5. For the purposes of this clause, an 'advanced selfie' shall mean a selfie of a person made with a requested document and a sheet of paper with the current date and the word 'KYC Elev8' written on it.
13.11. Internal transfers (that is, transfers from one Trading Account to another within the Company) between third parties are prohibited.
13.12. If the Client has an obligation to pay any amount to the Company that exceeds the Trading Account Equity, the Client shall pay the amount of excess forthwith upon the obligation arising.
13.13. All incoming payments shall be credited to the Client's Trading Account no later than one (1) Business Day after the funds have been received by the Company.
13.14. The Client acknowledges and agrees that when a payment is due, and sufficient funds have not yet been credited to the Client's Trading Account, the Company shall be entitled to treat the Client as having failed to make a payment and to exercise its rights in compliance with the Agreement.
13.15. The Client shall make any Margin payments or other due payments in U.S. dollars, euros, and other currencies accepted by the Company. The payment amount will be converted into the Trading Account Currency at the current market Rate.
13.16. The Company is entitled but not obligated to cover deposit and withdrawal fees applied by Skrill, Neteller, or any other payment processors. Such fees can be charged to the Client in cases which the Company deems appropriate.
13.17. Where Client Money is held with a third-party institution outside Seychelles, the legal regime may differ from Seychelles law. In the event of the insolvency of that institution, the Client's funds may be treated differently from funds held in Seychelles.
13.18. Where a third-party institution holds Client Money in an omnibus account, it may not be possible to separately identify the Client's individual funds. The Company may only have an unsecured claim against that institution.
13.19. The Company shall not account to the Client for any interest or profit earned on Client Money held in overnight deposits. The Client waives all entitlement to such interest.
13.20. The Company shall have a lien over Client funds only to the extent of amounts actually due and payable by the Client to the Company under this Agreement. No lien, charge or right of retention shall apply to Client Money held in a Segregated Account under section 64(h) and section 72 of the Securities Act, 2007, except to the extent those funds are lawfully owed to the Company.
13.21. The Company may combine or set off amounts owed by the Client against Client funds. The right of set-off shall not apply to Client funds in a Segregated Account to the extent those funds are not owed to the Company under this Agreement.
14. Commissions, charges, and other costs
14.1. The Client shall pay the Company the commissions, charges, and other costs set out in the Agreement. The Company will display all current commissions, charges, and other costs on its Website.
14.2. The Company will provide the Client with at least 5 Business Days' prior written notice of any increase in fees or the introduction of any new fees, using the notification methods set out in Clause 15. Changes to fees will be published on the Website. The Client's continued use of the Services following notification shall constitute acceptance of the revised fees.
14.3. The Client undertakes to pay all possible stamp expenses relating to this Agreement and any documentation which may be required.
14.4. The Client shall be solely responsible for all filings, tax returns, and reports on any Transactions which should be made to any relevant authority, governmental or otherwise, and for the payment of all taxes (including but not limited to any transfer or value-added taxes) arising in connection with any Transaction.
14.5. Where the Company receives remuneration from third parties in connection with the Client's account (including from referral arrangements, white-label partners, or payment processors), the Company will disclose this to the Client in accordance with its Conflict of Interest Policy, available on the Website, and in accordance with section 64(f) of the Securities Act, 2007.
14.6. By opening an account, the Client unconditionally accepts all fees applicable to his or her account as per the trading conditions described on the Website.
15. Communication
15.1. In order to communicate with the Client, the Company may use:
15.1.1. Client Terminal internal mail
15.1.2. email
15.1.3. telephone
15.1.4. the Company's live chat
15.1.5. SMS
15.1.6. mobile push notifications
15.1.7. web push notifications
15.1.8. instant messenger services (Viber, Telegram, Facebook Messenger, and others).
15.2. The Company will use the contact details provided by the Client whilst opening the Trading Account, and the Client agrees to accept any notices or messages from the Company at any time.
15.3. Any piece of information sent to the Client (documents, notices, confirmations, statements, and so on) shall be deemed received:
15.3.1. within one hour after an email has been sent if the information has been sent by email
15.3.2. immediately after sending if sent by the Trading Platform internal mail
15.3.3. once the telephone conversation has been finished, if contacted by phone
15.3.4. within one hour after it has been posted on the Company News Page if posted on the Website.
15.4. On the first day of each month, the Company will send the Client a statement that includes all Transactions of the previous month. The Statement shall be sent by email.
15.5. Telephone conversations and other electronic communications between the Company and the Client may be recorded by the Company for the purposes of maintaining a complete record of communications, resolving Disputes, and complying with regulatory obligations under the Act and the AML/CFT Act, 2020. Such recording is carried out on the lawful basis of the Company's legitimate interests and compliance with legal obligations under the Data Protection Act, 2023. Recordings shall be the sole property of the Company and may be used as evidence in any Dispute. All Instructions and Requests received by telephone will be binding as if received in writing.
15.6. The Company processes the Client's Personal Data as a data controller in accordance with the Data Protection Act, 2023. Personal data is processed on the following lawful bases: (a) performance of this Agreement; (b) legal obligation (the Act, AML/CFT Act, Applicable Regulations); (c) legitimate interests (fraud prevention, security, record-keeping); and (d) consent (for marketing communications). The Company's full Privacy Policy is available on the Website.
15.7. Both the Client and the Company agree to keep all information of a confidential nature in strict confidence, except:
(a) pursuant to this Agreement;
(b) with the Client's explicit prior written consent;
(c) as required by the Data Protection Act, 2023;
(d) as required by Applicable Laws, a court order, or a regulatory authority; or
(e) as required by the AML/CFT Act, 2020, including disclosure to or by the FIU.
Permitted disclosures: (i) corporate group; (ii) professional advisors; (iii) FSA, FIU, or other Seychelles regulatory authority; (iv) courts; (v) third-party service providers under data processing agreements; (vi) assignees under the assignment clause in Clause 23.
The Company is prohibited by section 50 of the AML/CFT Act, 2020 from disclosing whether an STR has been filed, whether a suspicion has been formed, or whether an investigation is ongoing.
15.8. In accordance with the Data Protection Act, 2023, the Client has the right to: (a) be informed (s.26); (b) access Personal Data (s.27); (c) rectification (s.28); (d) deletion/restriction (s.29); (e) object (s.30); (f) data portability (s.31); (g) compensation for unlawful processing (s.32). Requests: support@elev8.com
15.9. The Client may lodge a complaint with the Information Commission of Seychelles.
15.10. Third-party processors are bound by data processing agreements per section 36 DPA 2023. Cross-border transfers have appropriate safeguards per section 47 DPA 2023.
15.11. Where processing is based on consent (including marketing), the Client may withdraw consent at any time without affecting the lawfulness of prior processing.
15.12. Client identification and transaction records are retained for a minimum of 7 years from the date the business relationship ceases (section 47(2) AML/CFT Act, 2020). After this, data is deleted or anonymised per DPA 2023.
16. Dispute resolution
16.1. In case any conflict situation arises when the Client reasonably believes that the Company, as a result of any action or failure to act, breaches one or more terms of the Agreement, the Client has the right to file a complaint in accordance with the Company's Complaints Procedure for Clients, available on the Website. The Company is committed to handling complaints promptly, fairly, and in accordance with section 64 of the Securities Act, 2007.
16.2. To file a complaint, the Client should email it to support@elev8.com.
16.3. A complaint must contain:
16.3.1. the first and last name of the Client (or the company name, if the Client is a legal entity)
16.3.2. the Client's login details in the Trading Platform (that is, the Trading Account number)
16.3.3. details of when the conflict first arose (date and time in the Trading Platform time)
16.3.4. ticker of the order in question
16.3.5. description of the conflict situation supported by a reference to the Agreement.
16.4. The complaint must not contain:
16.4.1. affective appraisal of the conflict situation
16.4.2. offensive language
16.4.3. uncontrolled vocabulary.
16.5. The Company has the right to reject a complaint in cases where:
16.5.1. any of the above-mentioned provisions are breached
16.5.2. more than six (6) months have passed since the Client became aware, or ought reasonably to have become aware, of the conflict situation; the Company shall not reject a complaint on time-bar grounds where it would be unfair or unreasonable to do so in the circumstances.
16.6. The Company shall respond to a complaint within 10 Business Days of submission. Where it is not reasonably practicable to resolve a complaint within this period, the Company shall notify the Client of the reason for the delay and provide an estimated resolution date, which shall not exceed 30 Business Days from the date of submission.
16.7. This Agreement and the relationship between the parties shall be governed by and construed in accordance with the laws of the Republic of Seychelles.
16.8. All disputes and controversies arising out of or in connection with this Agreement that cannot be resolved through the Company's internal complaints procedure shall be finally settled in the courts of the Republic of Seychelles. Nothing in this clause prevents the Company from seeking urgent injunctive or other equitable relief in any court of competent jurisdiction.
16.9. All Transactions made pursuant to this Agreement shall be governed by the laws of the Republic of Seychelles, regardless of the Client's location.
16.10. All Transactions pursuant to this Agreement shall be subject to the Applicable Regulations, including the Securities Act, 2007, the FSA Act, 2013, the AML/CFT Act, 2020, the AML/CFT Regulations, the Data Protection Act, 2023, and any other laws, guidelines, and directions issued by the FSA or any other competent authority in Seychelles, as amended from time to time. The Company shall be entitled to take any measures it considers necessary to ensure compliance with the Applicable Regulations, and any such measures shall be binding on the Client.
16.11. The Company's liability for infringement of third-party intellectual property rights is limited to breaches of rights subsisting in the Republic of Seychelles and any other jurisdiction in which the Company is authorised to provide Services.
16.12. Where a complaint cannot be resolved through the Company's internal complaints procedure, the Client may escalate the matter to https://fsaseychelles.sc/ in accordance with the procedures described on the Website.
17. Server Log File
17.1. The Server Log File is, in the absence of manifest error, the most reliable source of information in respect of any Dispute and shall be treated as the primary reference for determining the content and timing of the Client's Instructions and Requests. The Client retains the right to submit the Client Terminal Log File and any other relevant evidence in support of a complaint, which the Company shall consider in good faith in accordance with section 64(a) of the Securities Act, 2007.
17.2. If the Server Log File has not recorded the relevant information to which the Client refers, the argument based on this reference may not be considered.
18. Indemnification
18.1. The Company may resolve all Disputes by:
18.1.1. crediting/debiting the Client's Trading Account
18.1.2. reopening erroneously closed positions, and/or
18.1.3. deleting erroneously opened positions or placed Orders.
Nothing in this clause limits any right of the Client to claim compensation for loss suffered as a result of a breach of the Securities Act, 2007 or any other Applicable Regulations, including under section 130 of the Act.
18.2. The Company reserves the right to choose the method of Dispute resolution, acting reasonably and in good faith and having regard to the nature of the Dispute and the interests of the Client.
18.3. Disputes not expressly addressed in this Agreement will be resolved in accordance with common market practice, the Company's reasonable discretion, and the Company's obligations under the Securities Act, 2007.
18.4. The Company shall not be liable to the Client if, for any reason, the Client has received less profit than he or she had hoped for or has incurred a loss as a result of an uncompleted action which the Client had intended to complete. Thus, the Company will under no circumstances compensate for any 'lost profit'. Nothing in this clause excludes or limits the Company's liability for breach of the Securities Act, 2007 or any other Applicable Regulations, including under section 130 of the Act.
18.5. The Company shall not be liable to the Client for any indirect, consequential, or non-financial damage (such as emotional distress). Nothing in this clause excludes the Company's liability for direct losses arising from a breach of the Securities Act, 2007 or any other Applicable Regulations.
19. Rejection of complaint
19.1. Complaints regarding unexecuted Instructions or Requests given during a scheduled maintenance period of which the Client was notified in advance, may not be upheld by the Company. The Company shall nonetheless consider any such complaint submitted and provide a written response explaining its decision, in accordance with the Complaints Procedure for Clients.
19.2. Complaints regarding Order execution time are not upheld as a matter of standard practice, given the nature of market execution and the execution-only service model. The Company shall nonetheless review any such complaint and provide a written response.
19.3. Complaints regarding the financial results of Orders opened or closed using temporary excess Free Margin, off-market Quotes, or Orders that have been cancelled by the Company in accordance with this Agreement will be assessed in accordance with the Complaints Procedure for Clients.
19.4. In regard to all Disputes, any references by the Client to the Quotes of other companies or information systems can not be taken into account.
19.5. The Client acknowledges that he or she will not be able to manage the position while the Dispute in regard to this position is being considered, and no complaints regarding this matter will be accepted.
20. Force Majeure Events
20.1. Where a Force Majeure Event exists, the Company shall give notice to the Client as soon as reasonably practicable after it has occurred (but in any event no later than five (5) Business Days after it has occurred) of the circumstance, event, or combination of circumstances or events constituting the Force Majeure Event, and, as soon as reasonably practicable, give further notice containing information adequate to justify the claim and advise the steps and time necessary to overcome such Force Majeure Event.
20.2. In case a Force Majeure Event exists (without prejudice to any other rights under the Agreement), the Company may, without prior written notice and at any time, take any of the following steps:
20.2.1. increase Margin requirements
20.2.2. close down any or all Open Positions at the prices which the Company shall in good faith consider to be appropriate
20.2.3. suspend, freeze, or modify the application of any or all terms of the Agreement to the extent that the Force Majeure Event makes it impossible or impractical for the Company to comply with them, or
20.2.4. take or omit to take all such other actions as the Company deems to be reasonably appropriate in the circumstances regarding the position of the Company, the Client, and other Clients.
20.2.5. Nothing in this clause shall relieve the Company of any obligation it has under the AML/CFT Act, 2020 or any other Applicable Regulations, which shall continue to apply during any Force Majeure Event. In particular, the Company's obligation to file suspicious transaction reports with the FIU under section 48 and to comply with any freezing direction shall not be suspended by a Force Majeure Event.
20.3. If any delay or failure of performance caused by a Force Majeure Event continues for a continuous period of ninety (90) days, the Company may terminate this Client Agreement at the end of this period without further obligation by it.
21. Safety
21.1. The Client will not proceed and will avoid proceeding in any action that could allow the irregular or unauthorised access or use of the Trading Platform. The Client accepts and understands that the Company reserves the right at its sole discretion to terminate or limit his or her access to the Trading Platform if it suspects that he or she has allowed such use.
21.2. When using the Trading Platform, the Client will not, whether by act or omission, do anything that will or may violate the integrity of the Trading Platform or cause it to malfunction.
21.3. The Client is permitted to store, display, analyse, modify, reformat, and print the information made available through the Trading Platform. The Client is not permitted to publish, transmit, or otherwise reproduce that information, in whole or in part, in any format to any third party without the Company's consent. The Client may not alter, obscure, or remove any copyright, trademark, or any other notices provided on the Trading Platform.
21.4. The Client agrees to keep any Access Data secret and not to disclose it to any third party.
21.5. The Client agrees to notify the Company immediately if he or she knows or suspects that their Access Data have or may have been disclosed to any unauthorised person.
21.6. The Client agrees to cooperate with any investigation the Company may conduct, considering any misuse or suspected misuse of their Access Data.
21.7. The Client accepts that he or she will be liable for all Orders given through and being logged in under his or her Access Data, and any such Orders received by the Company shall be considered as received from the Client.
21.8. The Client acknowledges that the Company bears no responsibility for any unauthorised third persons obtaining access to information, including logins, passwords, electronic currency accounts access, emails, electronic addresses, electronic communication, and Personal Data when the above-mentioned information is transmitted using the internet or other network communication facilities, post, telephone, during oral or written conversation, or using any other means of communication.
21.9. The Client unconditionally guarantees that the source of the funds used for trading with the Company is legal, and the funds were not received as a result of any illegal activity, fraud, money laundering, or from other illegal sources. Failure to comply with this rule will lead to account termination and a report to the authorities in all cases without exception. Under no circumstances will the Company or its partners and/or subsidiaries bear any responsibility for any claims or complaints if such a case arises.
21.10. Where unauthorised access to the Client's Trading Account constitutes a personal data breach within the meaning of the Data Protection Act, 2023, the Company shall comply with its obligations under sections 43 and 44 of that Act, including notification to the Information Commission of Seychelles and, where required, notification to the affected Client without undue delay.
22. Risk warning
THE FOLLOWING RISK WARNING IS PROVIDED IN ACCORDANCE WITH SECTION 64(o) OF THE SECURITIES ACT, 2007. THIS WARNING DOES NOT DISCLOSE ALL RISKS ASSOCIATED WITH TRADING IN FINANCIAL INSTRUMENTS. THE CLIENT IS STRONGLY ENCOURAGED TO SEEK INDEPENDENT FINANCIAL ADVICE BEFORE TRADING.
22.1. Trading in Derivatives and Contracts for Difference (CFDs) on Currency Pairs, Precious Metals, Commodities, or other financial Instruments and products involves a high level of risk and may not be suitable for everyone. The Company offers leverage of up to 1:2000 in accordance with the leverage tiers set out in Clause 7. Leverage amplifies both potential gains and potential losses. A relatively small adverse market movement may result in a loss that substantially exceeds the Client's initial deposit. The Client may lose their entire initial deposit.
22.2. The Client is hereby further advised not to invest any amount of money that he or she cannot afford to lose and which exceeds his or her risk tolerance. The Company shall not be responsible for any losses, liabilities, costs, charges or other expenses hereby incurred in connection with trading performed by the Client.
22.3. The Client hereby understands that there is considerable exposure to risk in any off-exchange Transaction, including, but not limited to, Leverage, creditworthiness, limited regulatory protection, and market volatility that may substantially affect the price or liquidity of the markets that the Client is trading. The Client is hereby advised to carefully consider his or her investment objectives, level of experience, and risk appetite prior to making any decision to trade with the Company.
23. Miscellaneous
23.1. The Company reserves the right to suspend the Client's Trading Account where it has reasonable grounds to do so, including to comply with Applicable Regulations or an FSA or FIU direction or to prevent fraud or money laundering, and shall notify the Client of the suspension as soon as reasonably practicable unless prohibited from doing so by law (including the tipping-off prohibition in section 50 of the AML/CFT Act, 2020).
23.2. If a situation not covered by the Agreement arises, the Company will resolve the matter on the basis of good faith and fairness and, where appropriate, by taking such action as is consistent with market practice.
23.3. In case any term of the Agreement (or any part of it) shall be held by a court of competent jurisdiction to be unenforceable for any reason, then such term shall to that extent be deemed severable and not form part of this Agreement. However, the enforceability of the remainder of the Agreement shall not be affected.
23.4. The Company may at any time sell, transfer, assign, or novate to a third party any or all of its rights, benefits, or obligations under this Agreement. The Company shall provide the Client with at least 5 Business Days' prior written notice of any such assignment. Any assignment shall include the transfer of the Client's account information, Personal Data, records, and trading history, subject to the Data Protection Act, 2023 (including section 47 on cross-border data transfers).
The Client may not assign, charge, or otherwise transfer or purport to assign the Client's rights or obligations under this Agreement without the prior written consent of the Company, and any purported assignment in violation of this term shall be voided.
23.5. Where the Client comprises two or more persons, the liabilities and obligations under any agreement with the Company shall be joint and several. Any warning or other notice given to one of the persons who comprise the Client shall be deemed to have been given to all the persons who comprise the Client. Any Order given by one of the persons who comprise the Client shall be deemed to have been given by all the persons who comprise the Client.
23.6. The Client accepts and understands that the Company's official language is English, and the Client should always read and refer to the English version of the Website and this Client Agreement for all information and disclosures about the Company and its activities. All translations or any information provided in languages other than English on the Company's local websites is for informational purposes only and does not bind the Company or have any legal effect whatsoever. The Company shall not bear any responsibility or liability regarding the correctness of the information therein.
23.7. The Client confirms that he or she has read, understood, and agrees to be bound by this Agreement and all documents listed in clause 1.3, including the Risk Disclosure and Warnings Notice, the Key Facts Statement, the Privacy Policy, the Conflict of Interest Policy, the Complaints Procedure for Clients, and any other documents published on the Website as part of the Agreement.
24. Representations and warranties
24.1. The Client represents, warrants, and undertakes as a continuing obligation throughout the term of this Agreement that:
(a) all information provided to the Company is true, accurate, complete, and not misleading;
(b) the Client has read all documents listed in clause 1.3;
(c) the Client has full legal capacity to enter into this Agreement;
(d) if a legal entity, the executing person is duly authorised;
(e) the Client is not engaging in false trading (s.96), price rigging (s.97), market manipulation (s.98), deceptive statements (s.99), fraudulent transactions (s.100), or insider dealing (s.95) under the Securities Act, 2007;
(f) the Client is not a PEP, or will immediately notify if he or she becomes one;
(g) Client funds are not derived from criminal activity, money laundering, or terrorist financing;
(h) Client funds are free of any lien, charge, or encumbrance;
(i) the Client is not subject to any economic sanctions or asset freeze;
(j) the Client trades as principal, not as agent for an undisclosed third party;
(k) the Client's use of Services does not violate Applicable Laws;
(l) the Client is 18 years of age or older;
(m) the Client will not redistribute the Company's bid/offer prices; and
(n) the Client will use the Services in good faith and will not use any device or algorithm to manipulate the Company's bid/offer pricing.
24.2. Each representation is a continuing obligation. Breach constitutes an Event of Default.
25. Conduct standards
25.1. In providing the Services, the Company shall at all times conduct its securities business in accordance with section 64 of the Securities Act, 2007, and in particular shall: (a) observe a high standard of integrity and fair dealing; (b) act with due skill, care, and diligence; (c) observe high standards of market conduct; (d) seek from the Client information about the Client's circumstances and investment objectives; (e) take reasonable steps to provide the Client with information needed to make balanced and informed investment decisions; (f) avoid conflicts of interest and where unavoidable, ensure fair treatment through complete disclosure; (g) ensure the Company's interests are not unfairly placed above those of the Client; and (h) protect Client assets by segregation and identification.
25.2. These obligations are statutory minimum standards under section 64 of the Act and may not be reduced or waived by agreement.
26. Client information and appropriateness
26.1. In accordance with section 64(d) of the Act, the Company seeks information from the Client about the Client's financial situation, investment knowledge, trading experience, and investment objectives. The Client is required to complete the Account Opening Application accurately. The Company uses this information to assess the appropriateness of the Services on a risk-sensitive basis. Where a Service may not be appropriate, the Company will notify the Client. The appropriateness assessment is not a suitability assessment and does not constitute investment advice. The Client is solely responsible for all investment decisions.
27. Conflict of interest
27.1. The Company is required by section 64(f) of the Act to avoid conflicts of interest with Clients and, where conflicts unavoidably arise, to ensure fair treatment through complete disclosure or by declining to act. The Company's Conflict of Interest Policy, available on the Website, sets out the types of conflicts and the measures the Company has adopted to manage them.
27.2. Where the Company acts as principal, its interests as counterparty may differ from the Client's interests as trader, managed in accordance with the Conflict of Interest Policy and section 64(g) of the Act.
28. Contract Note
28.1. In respect of every contract for the purchase, sale, or exchange of securities, the Company shall, no later than the end of the next trading day after the contract was entered into, make out a Contract Note in accordance with section 66 of the Act. Where the Company acts as agent, the Contract Note shall be delivered to the Client. Where acting as principal, the Company shall retain the Contract Note.
28.2. Each Contract Note shall include: (a) name and address of the Company; (b) whether acting as principal; (c) name and address of the Client; (d) date of contract and Contract Note; (e) description and quantity of securities; (f) price per unit; (g) total consideration; (h) commission or other fee; (i) stamp duty or tax; and (j) settlement date.
28.3. Contract Notes shall be delivered electronically per the Electronic Transactions Act, 2001. Records shall be maintained for a minimum of 7 years per section 47(2) AML/CFT Act, 2020.
29. Market abuse prohibition
29.1. The Client undertakes not to use the Trading Platform or Services to engage in or facilitate any activity constituting an offence under Part 10 of the Act, including false trading (s.96), price rigging (s.97), market manipulation (s.98), deceptive statements (s.99), fraudulent transactions (s.100), or insider dealing (s.95).
29.2. The Client acknowledges these are criminal offences under Seychelles law, subject to fines of up to USD 100,000 (individual) or USD 200,000 (company) under section 102, and civil liability under section 103.
29.3. Where the Company forms a reasonable suspicion of market abuse, it may immediately suspend or terminate the Client's account, cancel associated profits, file an STR with the FIU, and cooperate with the FSA and law enforcement. The Company is prohibited by section 50 of the AML/CFT Act from disclosing whether an STR has been filed.
30. Termination
30.1. The Client may terminate this Agreement by notifying the Company in writing and closing all Open Positions. The Company will process the termination within 5 Business Days, subject to all outstanding obligations being satisfied.
30.2. The Company may terminate without cause on at least 1 calendar day's prior written notice.
30.3. The Company may terminate immediately and without notice where:
(a) the Client commits a material breach not remedied within 5 Business Days;
(b) the Company is required to terminate under section 43 of the AML/CFT Act (CDD failure);
(c) the Client becomes insolvent or bankrupt;
(d) the Client becomes subject to any economic sanction or asset freeze;
(e) the Company's Licence is suspended or revoked; or
(f) continued performance would breach Applicable Regulations.
30.4. On termination: all Open Positions will be closed at market; Client funds (after deducting amounts owed) will be returned. The Company's AML/CFT record-keeping obligations (section 47 AML/CFT Act, section 68 of the Act) survive termination.
31. Regulatory cooperation and FSA oversight
31.1. The Client acknowledges that the Company is licensed and regulated by the FSA under the Act and is subject to ongoing FSA supervision.
31.2. The FSA has the power under the FSA Act and the Act to issue directions to the Company, suspend or revoke the Licence, and require the Company to take or refrain from taking specified action. Any action taken pursuant to an FSA direction shall not constitute a breach of this Agreement.
31.3. Where the FSA, the FIU, or any other competent Seychelles regulatory authority requires information about the Client's account or transactions, the Company shall comply without prior notice to the Client.
31.4. The Company may take any action it considers necessary in view of Applicable Regulations or at the instruction of the FSA or the FIU. Any such action shall be binding on the Client.
32. Grace Period
32.1. For the purpose of this Clause, the following terms shall have the meanings:
32.1.1. 'Proof of Identity' or 'POI' means a valid, unexpired, government-issued identification document bearing the Client's full name, date of birth, and photograph, such as a passport, national identity card or driving licence, in each case acceptable to the Company.
32.1.2. 'Proof of Address' or 'POA' means a document issued within the six (6) months immediately preceding submission that confirms the Client's current residential address, such as a utility bill, bank or card statement, or official government correspondence, in each case showing the Client's full name and residential address and acceptable to the Company.
32.1.3. 'Grace Period' means the period of thirty (30) calendar days beginning on the date of the Client's first successful deposit into their account.
32.1.4. 'Fully Verified' means that the Company has received, reviewed and approved both the Client's POI and POA, and has completed all customer due diligence measures it considers necessary under Applicable Laws.
32.1.5. 'Net Deposited Amount' means, at any time, the aggregate of all amounts deposited by the Client less the aggregate of all amounts previously withdrawn by the Client, in each case excluding any trading profits or losses.
32.2. The Company is a securities dealer licensed by the FSA and a reporting entity under the AML/CFT Act. The Company shall identify and verify each Client before or during the establishment of the business relationship (section 39(1) of the AML/CFT Act).
32.3. Section 39(2) of the AML/CFT Act permits the Company to complete verification after the establishment of the business relationship, provided that risk-management procedures are applied—including limits on the number, types and amount of transactions and monitoring of transactions, that doing so necessary so as not to interrupt the normal conduct of business, that there is no suspicion of money laundering or terrorist financing, and that verification is completed as soon as practicable. The Grace Period described in this Clause 32 is provided on the basis of, and subject to, those statutory conditions.
32.4. The Grace Period is a facility granted at the Company's discretion in accordance with Applicable Laws. It does not confer any entitlement on the Client, and the Company may shorten, suspend or withdraw it at any time where required to comply with Applicable Laws, including where the Company forms any suspicion of money laundering or terrorist financing.
32.5. Before the first deposit, the Client shall submit their POI, and the Company shall approve it before the Client may make any deposit. The Company shall not accept, credit or process any deposit from a Client whose POI has not been approved.
32.6. The Company shall verify the Client's identity using documents submitted by the Client, information from reliable and independent electronic verification sources, or both.
32.7. The Grace Period for Proof of Address
32.7.1. Upon the Client's first successful deposit, the Client shall be granted a Grace Period of thirty (30) calendar days within which to submit a valid POA.
32.7.2. The submission of a POA shall not in itself constitute or complete verification: the document shall be reviewed and approved by the Company. The Company shall use reasonable endeavours to review documents within 48 hours of submission and shall notify the Client if a document is rejected and the reasons, where permitted by Applicable Laws. Clients are encouraged to submit their POA well before the end of the Grace Period.
32.7.3. The Company shall send the Client reasonable reminders during the Grace Period. The Client remains solely responsible for completing verification in time, and failure to receive a reminder shall not extend the Grace Period.
32.8. Limits during the Grace Period
32.8.1. Until the Client is Fully Verified, the following limits shall apply: (a) Deposit cap. The Client's aggregate deposits shall not exceed USD 10,000 (or its equivalent in other currencies at the Company's prevailing conversion rate). The Company shall decline or return any deposit that would cause this cap to be exceeded; (b) Withdrawal cap. Withdrawals shall be limited to the Net Deposited Amount. Trading profits shall not be withdrawable until the Client is Fully Verified; they shall remain credited to the Client's account and shall continue to be available as trading margin, subject to this Agreement; and (c) Return to source. All withdrawals shall be made to the same payment method and account from which the corresponding funds were deposited. Payments to or from third parties shall not be permitted at any time.
32.8.2. During the Grace Period, the Client shall have full access to the Trading Platform and may open, manage and close positions, subject to the other terms and conditions set out elsewhere in this Agreement.
32.8.3. Certain payment methods that the Company assesses as higher risk (including, without limitation, payments in crypto-assets and certain card payments) may require the Client to be Fully Verified before they may be used for deposits or withdrawals, regardless of the Grace Period. The applicable requirements for each payment method are set out in the Client's personal area.
32.8.4. Where the Client's aggregate deposits reach USD 10,000 before the end of the Grace Period, the Client may make no further deposits until they are Fully Verified. The remaining terms of the Grace Period shall continue to apply until the Client is Fully Verified or the Grace Period ends, whichever occurs first.
32.9. Expiry of the Grace Period
32.9.1. Where the Client is not Fully Verified by the end of the Grace Period, then from the first day after its expiry and until the Client is Fully Verified: (a) the Client shall not make any new deposits; (b) the Client shall not open new positions; the Client retains access to the Trading Platform solely to monitor, manage and close positions that were open before the expiry of the Grace Period; (c) withdrawals shall remain limited to the Net Deposited Amount and to the return-to-source rule in clause 32.8.1; and (d) trading profits remain credited to the Client's account and shall become withdrawable only after the Client is Fully Verified.
32.9.2. Expiry of the Grace Period does not release the Client from the obligation to complete verification. The Client may submit a valid POA at any time after expiry, and upon approval, all restrictions under Clause 32 shall be lifted.
32.9.3. Where the Client has not been Fully Verified within ninety (90) calendar days after the expiry of the Grace Period, or at any earlier time where the Company is unable to complete its customer due diligence measures, the Company may, acting in accordance with section 43 of the AML/CFT Act: (a) close any remaining open positions at prevailing market prices on reasonable prior notice to the Client; (b) terminate this Agreement; and (c) return the Client's remaining balance to the originating payment source, comprising the Net Deposited Amount together with any realised profits net of realised losses and applicable charges, except to the extent the Company is required by Applicable Laws to withhold, freeze or otherwise deal with such funds (including following a report to the FIU). Any transfer or banking charges arising from such a return may be deducted from the amount returnable.
32.10. Nothing in this Clause 32 shall limit the Company's right at any time, before, during or after the Grace Period, to request additional or updated identification or verification documents or information, including documents evidencing the Client's source of funds or source of wealth, certified or notarised documents, or verification by video call, where the Company considers doing so necessary under its risk-based approach or Applicable Laws.
32.11. The Company shall monitor accounts and transactions throughout the Grace Period, including for transactions that are large, complex or outside the expected pattern for the relationship. The Company may suspend, restrict, delay or decline any deposit, withdrawal or order, or restrict access to the account, where it considers doing so necessary to comply with Applicable Laws or pending completion of any review.
32.12. The Company may be prohibited by Applicable Laws from disclosing the reasons for certain actions taken under this Clause 32. The Client acknowledges that the Company shall not be liable for any loss arising from actions taken in good faith to comply with Applicable Laws.