TERMS AND CONDITIONS FOR THE SERVICES OFFERED BY THE COMPANY
Fidelisco Capital MarketsLtd is a financial services company incorporated and registered under the laws of the Republic of Cyprus under Certificate of Registration No.HE 293785, having its registered office at2, AyiasElenis Street, Stassinos Building, 2nd floor, 1060, Nicosia, Cyprus (contact number +35722767800) (hereinafterthe “Company“), having been granted a license from the Cyprus Securities and Exchange Commission (hereinafter the “CySEC”) (license No. 181/12) to provide the Investment Services covered by this Agreement, through its electronic system via the Internet (hereinafter the “Trading Platform”).
The Company will offer Investment Services (hereinafter the “Services”)strictly under the following Terms and Conditions, which are non-negotiable and may be amended after proper notice has been given to the counter party (hereinafter the “Client”), at the absolute discretion of the Company, subject to the provisions of paragraph 12 below.
The Client has read, understood and accepted all information, conditions and terms set out on the Company’s website www.365trading.com(hereinafter the “Main Website”) which are open to all to be reviewed and examined by the public and which includes important legal Information.The Company reserves the right to register and operate other websites for marketing and promotional purposes to specific countries which contain information and disclosures to clients and prospective clients in any language, including such languages other than the English language. The Client accepts and understands that the Company’s language of communication is the English language and the Client should always read and refer to the Main Website for all information and disclosures about the Company and its activities.
By accepting and agreeing to the terms and conditions of this Agreement and opening a Trading Account, the Client accepts the following terms and conditions. Subsequent to that and (i) subject to the Company’s final approval and (ii) upon the Client’s funding of his account, as per paragraph 12.1, the Client enters into a legal and binding agreement with the Company.
Any agreement between the Company and its Clients and the procedure to be followed under it, is governed by the Distance Marketing of Consumer Financial Services Law242(I)/2004of Cyprus (as amended),implementing the EU Directive 2002/65/EC, under which the Agreement need not be signed and the Agreement has the same legal effect and establishes the same rights and duties and responsibilities as a printed agreement signed between both parties. In case a Client wishes to have a printed Agreement, duly signed and stamped by the Company, the Client must send two (2) signed copies of the Agreement to the Company, stating his postal address and a countersigned copy will be sent back to that address.
This Client Agreement together with the following documents:
6. Risk warning 1 : Risk warning notice 7. Risk warning 2 : Disclosure and warnings notice re CFD transactions 8. Risk warning3 : Risks involving third parties
9. Order execution policy 10. Client categorisation policy 11. Customer complaints procedure 12. Investor compensation fund
set out the terms upon which the Company will offer Services to the Client and shall govern the relationship between the Parties. By applying to the Company to open a Trading Account the Client accepts the terms and conditions of the Agreement.
The Client should read all the above mentioned documents which form the Agreement and any other letters or notices sent by the Company carefully and make sure that he understands and agrees with all of them before accepting the Agreement.
1. DEFINITIONS – INTERPRETATIONS
Access Codes – any credentials including the username and password provided by the Company to the Client for accessing the Company’s Trading Platform.
Account – Any transaction account which the Company may open for the Client
Account Statement – The periodic statement of the Transactions credited or debited to an Account
Agreement – these Terms and Conditions for the Services offered by the Company.
Authorized Person – A person authorized by the Client in accordance with this Agreement to give instructions to the Company on behalf of the Client
Balance – the sum held on behalf of the Client on its Client Account within any period of time.
Balance Currency – the monetary unit or denomination in which the Client’s Account balances, commission fees and payments are nominated and calculated.
Base Currency – the first currency in a currency pair.
Binary Options – Binary Options are options that pay a pre-determined, fixed amount, depending on whether or not an event occurs at the time the Binary Option expires. Binary Options can have only one of two possible outcomes and allow you to take a simple “Yes or No” approach. Like traditional options, Binary Options are based on an underlying asset such as currencies, commodities, indexes or stocks, however one of the most significant differences from traditional options, among others, is that there can be only two outcomes for the option, either the client is paid the return upon the occurrence of the event, or the client loses the investment amount as determined in each option. All Clients should carefully read the Risks Associated with Binary Options Trading .
CFD contract or CFD – A contract for differences.A financial instruments which is derived based on the fluctuations in the price of the relevant underlying asset. Clients should read carefully the Risk Disclosure and Warnings Notice relating to Transactions in CFDs.
Client Account or Trading Account – the special personal account for internal calculation and client deposits, opened by the Company in the name of the Client. The Agreement may use the word Trading Account or Client Account interchangeably, which all have the same meaning.
Close Position – deal of purchase (sale) covered by the opposite sale (purchase) of the contract.
Client – the person who has accepted this Agreement and whose application to be granted the Services was accepted by the Company
Contract – Any contract, whether oral or written, for the purchase or sale of any Financial Instrument including any derivatives such as an option (including a Binary Option), a future, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields or other financial instruments, financial indices or financial measures or commodities
Contract Specifications – the trading information and details including spreads, swaps, margin requirements, lot sizes per each Financial Instrument offered by the Company.
Corporate Action – an event, action or equity change which has a diluting/concentrating effect or any other material effect on the market value of the underlying shares, as determined at the sole discretion of the Company, including but not limited to: (i) subdivision, consolidation, split, reclassification, cancellation, par value change or other change of the rights attached to the shares; (ii) rights offering, bonus issue, equity offering or equity redemption; (iii) distribution (including cash, capital or any other manner of distribution) and repurchase of shares; (iv) any other event which materially affects or may materially affect the shares’ price (including material company announcements, IPO, takeovers, tender offers, arrangements, payments-in-kind, mergers, de-mergers, spinoffs, MBOs, nationalizations, insolvency etc.).
Equity – means the secure part ofof the Client’s Account, considering the current accrued losses on account of allOpen Positions which are tied to the balance and floating (Profit/Loss) by the following formula: Equity = Balance + Profit – Loss. These are the funds on the Client’s Account reduced by the current loss on the open positions and increased by the current profit on the open positions.
Financial Markets – international financial markets in which currency and other financial assets exchange rates (including commodities) are determined in multi-party trade.
Financial Instruments – any of the financial instruments offered by the Company, referred to in paragraph 2.1.3. below, and which are defined as such under applicable Laws or Regulations.
Force Majeure –any event beyond the reasonable control of the Company, which prevents the Company from complying with any of its obligations under this Agreement, including but not limited to: acts of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods); war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, embargo, rebellion, revolution, insurrection, military or usurped power, civil war, riot,commotion, strikes, go slows, lock outs, disorder and acts or threats of terrorism; acts and regulations ofany governmental or supra national bodies or authorities that, in the Company’s opinion, prevents theCompany from maintaining an orderly market in one or more of the Financial Instruments or CFDs inrespect of which the Company deals on the Trading Platform; the occurrence of an excessive movementin the level of any Transaction and/or Financial Market and/or Underlying Asset or the Company’santicipation of the occurrence of such a movement; any breakdown or failure of transmission,communication or computer facilities, interruption of power supply, or electronic or communicationsequipment failure; or the failure of any relevant supplier, financial institution intermediate broker, agentor principal of the Company, custodian, sub-custodian, dealer, exchange, feed provider, clearing house orregulatory or self-regulatory organization, for any reason, to perform its obligations.
Floating Profit/Loss– unrealized profit (loss) of open positions at current prices of the underlying currencies, contracts or stocks, equity indexes, precious metals or any other commodities available for trading.
Free Margin – funds not used as the guarantee to open positions, calculated as: Free Margin = Equity – Margin
KYC Process – means any “Know Your Client” process required to be made by the Company under applicable Laws and Regulations, and which are designed to identify the Client, verify the identity of the Client, perform background checks on the Client, construct an economic profile of the Client and assess the appropriatenessof the Services to the Client.
Laws and Regulations – the laws governing the establishmentand operation, the regulations, arrangements, directives, circulars and customs of the Cyprus Securities and Exchange Commission (CySEC) or any other authorities which govern the operation of Cyprus Investment Firms (as defined in such Laws and Regulations), as they are amended or modified from time to time.
Lot – a unit measuring the transaction amount, equaling to 100.000 of Base Currency (i.e. 1 lot = 100.000 of Base Currency).
Margin – the necessary guarantee funds to open positions, as determined in the contract specification.
Margin Level – index characterizing the account, calculated as: Equity/Margin.
Market Maker or Liquidity Provider –a professional participant in the financial markets who continuously holds himself out on the financial markets on a continuous basis as being willing to deal on own account by buying and selling financial instruments against his proprietary capital at prices defined by him.
Open Position – means an open Transaction for the sale or purchase of a Financial Instrument, held in the Account, which has not yet been closed by an opposite Transaction.
Operating (Trading) Time of the Company – period of time within a business week, where the trading terminal of the Company provides the opportunity of trading operations. The Company reserves the right to alter this period of time as fit, upon notification to the Client.
Order – an order from a Client or an Authorized Person to: (i) Perform any kind of Transaction on the Trading Platform; or (ii) to be granted Service.
Spread – the difference between the purchase price ASK (rate) and the sale price BID (rate) of the same Contract, at the same moment.
Stop – out level – such condition of account when the open positions are forcedly closed by the Company at current prices.
Trading Platform – the electronic trading platforms and software owned, or licensed, by the Company, which is used in order to provide the Services, whether web-based (including mobile) or otherwise.
Trading Conditions –the specific trading conditions published in the Company’s Website, including trading hours, minimum and maximum quantities, Corporate Actions, expiration dates, margin requirements, instrument specifications and trading rules.
Transaction – any type of transaction effected in the Client’s Trading Account including but not limited to sell, buy, Stop Loss, deposit, withdrawal, Open Trades, Closed Trades, Transfers between other accounts which belong to the Client or an authorized representative.
Underlying Asset – means any asset traded on a Financial Market upon its prices the Company generates CFDs or Binary Options
Used Margin– the amount of funds that acts as collateral for the Client’s Open Positions.
Website – the Company’s Main website www.365trading.com
2. PROVISION OF SERVICES
2.1. The Services to be provided by the Company to the Client are the following:
2.1.1. Investment Services
a) Execution of orders on behalf of clients.
2.1.2. Ancillary Services
a) Safekeeping and administration of Financial Instruments for the account of clients, including custodianship and related services such as cash/collateral management.
b) Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments, where the firm granting the loan or the credit is involved in that transaction.
c) Foreign exchange serviceswhere these are connected to the provision of investment services.
2.1.3. Financial Instruments
The Company shall be offering the above investment services, as applicable, regarding:
a) Transferable securities.
b) Money-market instruments.
c) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash.
d) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event).
e) Financial contracts for differences.
The Foreign Exchange service referred to in paragraph 2.1.2.c) above, is offered in relation to all financial instruments, namely:
a) Transferable securities.
b) Money-market instruments.
c) Units in collective investment undertakings.
d) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash.
e) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event).
f) Options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market or/and an MTF.
g) Options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled not otherwise mentioned in f) above and not being for commercial purposes, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are cleared and settled through recognised clearing houses or are subject to regular margin calls.
h) Derivative instruments for the transfer of credit risk.
i) Financial contracts for differences.
j) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event), as well as any other derivative contract relating to assets, rights, obligations, indices and measures not otherwise mentioned in this Part, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are traded on a regulated market or an MTF, are cleared and settled through recognised clearing houses or are subject to regular margin calls.
2.2. The Company reserves the right to offer the Financial Instruments on any underlying security it considers appropriate so long as it is able to do so under its license from CySEC. The Company’s Platform will be the primary means of presenting the underlying security on which the Company will offer the Financial Instrument and the Contract Specification for all and each of them. The Company reserves the right to modify the Main Website at any time upon written notice given to the Client of these modifications and the Client agrees to continue to be bound by this agreement and the modified Contract Specifications.
2.3. The Client acknowledges that the Services provided by the Company do not include the provision of any investment advice whatsoever or in any circumstances. Any investment information as may be announced by the Company to the Client does not constitute investment advice and the information shall be regarded as given for informative purposes only. No information provided by the Company shall be deemed as an assurance or a guarantee on the expected results of any transaction.
2.4. The Client agrees and acknowledges that he is solely responsible for any investment strategy, transaction or investment, composition of any account and taxation consequences and he shall not rely for these purposes on the Company. The Client further acknowledgesand understands that the Company shall bear absolutely no responsibility in any manner or form whatsoever, regardless of the circumstances, for any such investment strategy, transaction, investment or information, composition of any account and/or taxation consequences.
2.5. The Client is informed that for any Orders placed with the Company, the Company acts as an agent and not as a principal on the Client’s behalf. The sole Execution Venue (as defined in applicable Law and Regulation) for the execution of the Client’s Orders is the Company. However, the Client agrees that the Company may mitigate the risk associated with the transactions conduced with the Client, and receive coverage for such transactions from a company in the group of companies of which the Company is a member.
2.4. The Company’s operating hours are: from Sunday at 22.00.01 GMT (Greenwich Mean Time) through Friday 23.00.00 GMT (Greenwich Mean Time). Non-working periods: from Friday 23.00.01 GMT (Greenwich Mean Time) through Sunday 22.00.00 GMT (Greenwich Mean Time), excluding holidays which will be announced through the Main Website.
2.5. By accepting these terms and conditions the Client is accepting that he has read, understood and accepted all the information contained in the Company’s “ORDER EXECUTION POLICY”. The Order ExecutionPolicy, is contained on the Company’s Main Website and is publicly available to all Clients.
2.6. Acknowledgement of Risks
3. CLIENT CLASSIFICATION
3.1. The Company shall, in its dealings with the Client, apply the rules of professional conduct which govern the Company’s relationship with Retail Clients. If, however, a Professional Client wishes, he can also be treated as a non-professional and therefore enjoy a higher level of protection. It is the responsibility ofthe Client, considered to be a professional client, to ask in writing for a higher level of protection when it deems it is unable to properly assess or manage the risks involved. The final decision for the changing of the Client’s classification will be at the discretion of the Company.
3.2. The Client is bound by the method of categorization which is explained thoroughly in the Company’s “CLIENT CATEGORISATION POLICY” which can be found on the Company’s Main Website, under the title “Client Categorisation Policy”. By accepting these terms and conditions, the Client accepts application of the client categorization method as contained in the “Client Categorisation Policy”.
4. ASSURANCES, GUARANTEES AND COVERAGE
4.1. The Client states, affirms and guarantees that:
a) Whatever money is handed over to the Company by the Client,belongs exclusively to the Client, it is free of any lien, charge, pledge and any other encumbrance. Further, whatever money is handed over to the Company by the Client is not in any manner whatsoever directly or indirectly proceeds of any illegal act or omission or product of any criminal activity.
b) He acts for himself and not as a representative or a trustee of any third person, unless he has produced, to the satisfaction of the Company, a document and/or power of attorney enabling him to act as representative and/or trustee of any third person.
4.2. The Client agrees and understands that the Company reserves the right to refund/send back to the remitter (or beneficial owner) any amounts received under sections (a) and (b) paragraph 4.1. above, after having such proof as it considers adequate at its absolute discretion that these amounts are direct or indirect proceeds of any illegal act and/or omission and/or product of any criminal activity and/or belonging to a third party. The Client further consents and acknowledges that the Company may reverse any or all types of previous transactions performed by the Client in his Trading Account and that the Company may terminate the Agreement under paragraph 13.4 hereof. The Company reserves the right to take any legal action against the Client to cover and indemnify itself upon such an event and may claim any damages caused to the Company by the Client as a result of such an event.
4.3. The Client understands and accepts that all transactions in relation to trade in any of the Financial Instruments listed in paragraph 2.1 above, will be performed only through the Trading Platform provided by the Company and the Financial Instruments are not transferable to any other Trading Platform whatsoever.
4.4. The Client guarantees the authenticity and validity of any document handed over by the Client to the Company.
5. ELECTRONIC TRADING
5.1. By accepting this Agreement, the Client is entitled to apply for Access Codes, within the Company’s electronic systems and/ or Trading platform, in order to be able to give orders for the purchase or sale of Financial Instruments and to be able to trade in general on the Trading Platform with and through the Company, through a compatible Personal Computer, smartphone, set-top-box, or any other similar device of the Client that is connected to the Internet or other network communications protocol (e.g. WAP). The Client acknowledges and understands that the Company reserves the right, at its absolute discretion, to terminate the Client’s access to the Company’s Trading Platform, or part of it, in order to ensure the effective and efficient operation of its systems and in order to protect its own interests and the interests of its Clients. In such cases the Company may close any or all Trading Accounts of the Client under paragraph 13.3.
5.2. The Client agrees and states that he will keep in a safe place the Access Codes, and shall not reveal them to any other person. He will not proceed and avoid proceeding in any action that could probably allow the irregular or unauthorized access or use of the Trading Platform.
5.3. The Client agrees not to use the Trading Platform in an abusive way by lag trading and/or usage of server latency, price manipulation, time manipulation or any other practices which are illegal and/or are utilized to give the Client an unfair advantage or which the Company considers at its own discretion as inappropriate and outside the scope of this Agreement. In such a case the Company may, at its sole discretion, reverse all related Client’s trades and/or close any Open Positions of the Clients and/or close any or all Trading Accounts of the Client and/or terminate this Agreement immediately under paragraph 13.4.(d).
5.4. The Client will make all necessary efforts to keep his Access Codes secret and known only to him. Also, the Client will be liable for all Orders given through and under his Access Codes and any such Orders received by the Company will be considered as received from the Client. In cases where a third person is assigned as an authorized representative to act on behalf of the Client, the Client will be responsible for all Orders given through and under the representative’s Access Codes.
5.5. The Client undertakes to notify the Company immediately if it comes to his attention that his Access Codes are being used by an unauthorized third party.
5.6. The Client acknowledges that the Company may elect not to take action based on Orders transmitted to the Company using electronic means other than those Orders transmitted to the Company using the predetermined electronic means, such as the Platform, and the Company shall have no liability towards the Client for failing to take action based on such Orders.
5.7. The Client agrees to use software programs developed by third parties including but not limited to the generality of those mentioned above, browser software that supports Data Security Protocols compatible with protocols used by the Company. Moreover, the Client agrees to follow the access procedure (Login) of the Company that supports such protocols.
5.8. The Client acknowledges that the Company bears no responsibility if unauthorized third persons have access to information, including electronic addresses, electronic communication and personal data, when the above are transmitted between the Client and the Company or any other party, using the Platform.
5.9. The Company is not an Internet Service Provider nor is responsible for any power cuts or failures that prevent the use of the system and/or the Platform and cannot be responsible for not fulfilling any of its obligations under this Agreement because of network connection or electricity failures. In the case of such electricity / communication/ Internet failures, if the Client wishes to execute a position, then he must telephone our operators on the phone line + 35722767800and give a verbal instruction. The Company reserves the right to decline any verbal instruction in cases where its telephone recording system is not operational or in cases where the Company is not satisfied of the caller’s/Client’s identity or in cases where the transaction is complicated or in cases where the quality of the line is poor. The Company further reserves the right to ask the Client to give instructions regarding the Client’s transactions by other means that it deems appropriate.
6. ORDERS – INSTRUCTIONS
6.1. Subject to paragraph6.20. below, the Company may, in certain circumstances, accept instructions, by telephone or in person, provided that the Company is satisfied, at its full discretion, of the caller’s/Client’s identity, and the Company is further also satisfied with the clarity of instructions. In case of an Order received by the Company in any means other than through the TradingPlatform, the Order will be transmitted by the Company to the TradingPlatform and processed as if it was received through the TradingPlatform.
6.2. The Company reserves the right, at its discretion, to confirm in any manner the instruction and/or Orders and/or communications sent through the telephone. The Client fully accepts the risk of misinterpretation and/or mistakes in the instructions and/or Orders sent through the telephone, regardless of how they have been caused, including without limitation technical failures.
6.3. The Client has the right to authorize a third person to give instructions and/or Orders to the Company or to handle any other matters related to this agreement, provided that the Client has notified the Company in writing that such a right shall be exercised by a third party and that this person is approved by the Company and fulfills all of Company’s conditions to allow this. Unless the Company receives a written notification from the Client terminating the said person’s authorization, the Company will continue accepting instructions and/or Orders given by this person on behalf of the Client and the Client will recognize such Orders as valid and binding on the Client. The Company requires two(2) working days written notification for the termination of the authorization to a third party.
6.4. Once the Client’s instructions or Orders are given to the Company, they cannot be revoked except with the Company’s written consent which may be given at the Company’s sole and absolute discretion.
6.5. The transaction (opening or closing a position) is executed at the “BID” / “ASK” prices offered to the Client. The Client chooses the position he wishes to take and makes a request to receive a transaction confirmation by the Company. The transaction is executed at the prices the Client can see on the screen. Due to the high volatility of the markets during the confirmation process the price may change, and the Company has the right to offer the Client a new price. In the event the Company offers the Client a new price, the Client can either accept the new price and execute the transaction, or refuse the new price, thus cancelling the execution of the transaction.
6.6. The Client, using the TradingPlatform, can give only the following Orders of trading character:
(a) OPEN – to open a position;
(b) CLOSE – to close an Open Position;
(c) To add, remove, edit Orders for Stop Loss, Take Profit, Buy Limit, Buy Stop, Sell Limit, Sell Stop (as further detailed in paragraph6.15 below).
Any other Orders are unavailable and are automatically rejected. The Open or Closed Position confirmed cannot be cancelled by the Client.
Orders can be placed, executed, changed or removed only within the operating (trading) time and shall remain effective through the next trading session. The Client’s Order shall be valid and in accordance with the type and time of the given Order, as specified. If the time of validity of the Order is not specified, it shall be valid for an indefinite period.
6.7. The Company shall not be held responsible in the case of delays or other errors caused during the transmission of Orders and/or messages via the Internet or other communications network, as well as for damage which may be caused by the non – validity of securities, or a mistake in the bank account balance of the Client. The Company shall not be held responsible for information received via the Internet or other communications network or for any loss which the Client may incur in case this information is inaccurate.
6.8.The Client acknowledges and agrees that the Company has the right to close any transaction, at its sole and absolute discretion, without providing prior notice to the Client, if the underlying asset or contract on which the transaction is based settles on an expiry date as determined by the relevant Financial Market, a reasonable time prior to such Expiry Date (such time referred to as “Closing Time” and the relevant expiring transaction referred to as an “Expiring Transaction“). The Company shall indicate the Closing Time for each asset in the relevant Contract Specifications. The Company will not be obligated to roll over an Open Position in an Expiring Transaction.
6.9. The price of the Expiring Transaction will be: (a) the last traded price at or prior to the Closing Time; plus or minus (as the case may be) (b) any spread that the Company may apply when such an Expiring Transaction is closed. The Client acknowledges that it is the Client’s responsibility to make itself aware of the Closing Time and of any spread or commission that the Company may apply when closing an Expiring Transaction.
6.10. The Company reserves the right to change the opening/closing price (rate) and/or size and/or number of the related transaction (and/or the level and size of any Sell Limit, Buy Limit, Sell Stop, Buy Stop order) if any Financial Instrument becomes subject to possible adjustment as the result of any event set out in paragraph 6.12.below (hereinafter the “Corporate Event”). This operation is applied exclusively to securities and intends to preserve the economic equivalent of the rights and obligations of the parties under that transaction immediately prior to that Corporate Event. All actions of the Company arising from such adjustments are conclusive and binding upon the Client. The Company shall inform the Client of any adjustment as soon as reasonably practicable.
6.11. While a Client has any Open Positions on the ex-dividend day for any Financial Instrument, the Company reserves the right to close such positions at the last price of the previous trading day and open the equivalent volume of the Financial Instrument at the first available price on the ex-dividend day. In this case the Company has to inform the Client by internal mail within the trading terminal about the possibility of such actions not later than the closing of the trading session prior to the ex-dividend day.
6.12. “Corporate Events” are the declarations by the issuer of the equity on which the Financial Instrument is based, including without limitation with respect to the terms of any of the following:
a) a subdivision, consolidation or reclassification of shares, a share buy-back or cancellation, or a free distribution of shares to existing shareholders by way of a bonus, capitalization or similar issue;
b) a distribution to existing holders of the underlying shares of additional shares, other share capital or securities granting the right to payment of dividends and/or proceeds of liquidation of the issuer equally proportionately with such payments to holders of the underlying shares, or securities, rights or warrants granting the right to a distribution of shares or to purchase, subscribe or receive shares, in any case for payment (in cash or otherwise) at less than the prevailing market price per share as determined by the Company;
c) any other event in respect of the shares analogous to any of the above events or otherwise having a diluting or concentrating effect on the market value of the shares.
6.13. If at any time trading on a relevant Financial Market is suspended, the Company shall calculate the value of the underlying asset of the Financial Instrument with reference to the last traded price before the time of suspension, as reasonably determined by the Company if no trading in that underlying asset is undertaken during the business day on which a suspension occurs. In the event that the aforesaid suspension continues for five (5) business days, the Company may decide, at its sole and absolute discretion, a Closing Time and price of the underlying asset. During the term of a transaction whose market is suspended, the Company shall have the right to Close the Position at its discretion and/or to amend or vary the margin requirements and margin rates.
6.14. If a Financial Market announces that pursuant to the rules of such Financial Market the relevant underlying asset has ceased (or will cease) to be listed, traded or publicly quoted for any reason and is not immediately re-listed, re-traded or re-quoted on the relevant Financial Market or quotation system located in the same country as the Financial Market (or where the Financial Market is within the European Union, in any Member State of the European Union), or already so issued, quoted or traded the day on which such event occurs, or (if earlier) is announced, shall be the Expiry Date, and the Closing Time shall be a reasonable time prior to such Expiry Date. The closing price will be such price as notified by the Company to the Client.
6.15.Orders: Stop Loss, Take Profit, Buy Limit, Buy Stop, Sell Limit, Sell Stop on Financial Instruments are executed at the price declared by the Client on the first current price touched. The Company reserves the right not to execute the Order, or to change the opening (or closing as the case may be) price of the transaction in case of a technical failure in the TradingPlatform, the quotes feed, or other technical failures.
6.16. Under certain trading conditions it may be impossible to execute Orders (Stop Loss, Take Profit, Buy Limit, Buy Stop, Sell Limit, Sell Stop) on any Financial Instrument at the declared price. In this case the Company has the right to execute the Order or change the opening (closing) price of the transaction at a first available price. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange, trading is suspended or restricted. Or this may occur in the trading session start moments. Hence, as a result, placing a Stop Loss order will not necessarily limit the Client’s losses to the intended amounts, because market conditions may make it impossible to execute such an Order at the stipulated price.
6.17. The Client may submit to the Company in writing by e-mail or delivery by hand, his objection to the execution or the non – execution or the mode of execution of a transaction and/or Order concluded on his behalf within two (2) working days from the conclusion of the transaction. Otherwise the transaction will be considered valid and binding on the Client.
6.18. At Margin level “Zero” the Company will automatically close all positions at the price then offered by the Company.
6.19. The Client agrees and realizes that all conversations / communications between the Client and the Company can be recorded on magnetic, electronic or other means. The Client further agrees that the Company has the right to use these records as evidence in the event that any dispute arises between the Company and the Client.
6.20. The Company has the right to refuse the execution of transactions on behalf of the Client ordered via telephone if the actions of the Client are not clear and do not include the following operations: opening position, closing position, changing or removing orders.
6.21. In case of force-majeure, hacker attacks and other illegal actions against the TradingPlatform or any of the Company systems, or in the event of a suspension of trade in the financial markets relevant to the Financial Instruments of the Company, the Company may suspend, freeze or close the Client positions and request the revision of the executed transactions.
6.22. All price levels on the TradingPlatform are determined at the Company’s discretion. Any references of the Client to prices of other trading or information systems shall be disregarded.
6.23.The Client shall not use any software for the purpose of automatic trading in his account. Furthermore, the Client shall not use or allow the use of a device with which the Client is performing transactions in any manner obstructing and/or interfering with the regular and ordinary carrying out of such transactions as contemplated by the Company (i.e using expert advice software, auto clicker and similar software).
6.24. The Company has the right at its discretion to increase or decrease spreads on Financial Instruments depending on market conditions.
6.25. The Company has the right not to accept trading in currency pairs, to be determined in its own absolute discretion, two (2) minutes before and after a critical news release (e.g. breaking news events and economic indicators announcements).
7. REFUSAL TO EXECUTE ORDERS
7.1. The Client acknowledges that the Company shall have the right, at any time and for any reason and without giving any notice and/or explanation, to refuse, at its discretion, to execute any Order, including without limitation in the following cases:
a) Whenever the Company deems that the execution of the Order aims at or may aim at manipulating the market of the Financial Instruments; constitutes an abusive exploitation of privileged confidential information (insider trading); contributes to the legalization of proceeds from illegal acts or activities (money laundering); and/or affects or may affect in any manner the reliability or smooth operation of the electronicTrading Platform;
b) Whenever the Order concerns the purchase of any Financial Instrument but there are no available cleared funds deposited with the Company and/or in the Bank Account (as in paragraph 9 below) to pay the purchase price of the relevant Financial Instrument and all the charges relating to the said TradingPlatform. In calculating the said available funds, all funds required to meet any of the Client’s obligations include, but without limitation, obligations which may arise from the possible execution of other previously registered purchase Orders, which will be deducted from the cleared funds deposited with the Company and/or in the Bank Account.
The Company is not obliged to give reasons or notice as to the reasons for suspending, declining or cancelling Client’s orders or instructions. Moreover, in the event that the Company does decide to suspend or cancel an instruction, such cancellation will not affect any obligation which the Client may have towards the Company or any right which the Company may have against the Client or his assets.
7.2. The Client declares that he shall not knowingly give any order or instruction to the Company that might instigate the Company taking action in relation to paragraph 7.1.above.
8. SETTLEMENT OF TRANSACTIONS
8.1. The Company shall proceed to a settlement of all transactions upon execution of such transactions.
8.2.A statement of Account will be provided by the Company via the Trading Platform to the Client on a monthly basis, within five (5) working days from the end of the previous month. In case no transactions were concluded in the past month, the Client is deemed to have lost his right to be informed. Any confirmation or proof for any act or statement of account or certification issued by the Company in relation to any transaction or other matter shall be final and binding on the Client, unless the Client has any objection in relation to such statement of account or certification and the said objection is filed in writing and received by the Company within two (2) working days from the receipt or the deemed date of receipt of any statement of account or certification.
8.3. In the case where the Client is able to have an online statement for his account on a continuous basis, then the Company is considered as having fulfilled its obligations under paragraph 8.2 and any objections of the Client shall be valid only if received by the company in writing within two (2) working days from the transaction under objection.
9. CLIENT ACCOUNTS
9.1. All amounts handed over by the Client to the Company or which the Company holds on behalf of the Client, for the provision of Investment Services as in paragraph 2. above, shall be held in the name of the Client and/or in the name of the Company on behalf of the Client in an account with any bank or other institution used to accept funds which the Company shall specify from time to time (the “Bank Account“).
9.2. Upon signing the Agreement, the Client authorizes the Company to make any deposits and withdrawals from the Bank Account on his behalf including, without prejudice to the generality of the above, withdrawals for the settlement of all transactions undertaken under the Agreement and all amounts which are payable by or on behalf of the Client to the Company or any other person.
9.3. Unless the Parties otherwise agree in writing, any amount payable by the Company to the Client, shall be paid directly to the Client.
9.4. The Company retains a right of set off and may, at its discretion, from time to time and without the Client’s authorization, set-off any amounts held on behalf and/or to the credit of the Client against the Client’s obligation to the Company and/or merge any accounts of the Client with the Company. Unless otherwise agreed in writing by the Company and the Client, this Agreement shall not give rise to any rights other than those set out herein or to any credit facilities.
9.5. The Client has the right to withdraw the funds which are not used for margin covering, free from any obligations from his account without closing the said account.
9.6. Money transfer (withdrawal from Trading Account) is achieved within three (3) banking days after receiving from the Client a withdrawal request instruction. Then the transferring amount reduces the balance of the Client’s account on the day the withdrawal request is processed. The Company reserves the right to decline a withdrawal request if the request is not in accordance with paragraph 9.9.below, or delay the processing of the request if not satisfied on full documentation of the Client.
9.7. The Client agrees to pay any incurred bank transfer fees when withdrawing funds from his account to his designated bank account. The Client is fully responsible for the payment details that he has provided to the Company and the Company accepts no responsibility for the Client’s funds if the Client’s given details are incorrect. It is also understood that the Company accepts no responsibility for any funds not deposited directly into the Company’s bank accounts.
9.8. The Client agrees that any amounts sent by the Client or on the Client’s behalf in the Bank Accounts, will be deposited to the Client’s Trading Account at the value date of the payment received and net of any charges / fees charged by the Bank Account providers or any other intermediary involved in such transaction process. The Company must be satisfied that the sender is the Client or an authorized representative of the Client before making any amount available to the Client’s Trading Account, otherwise the Company reserves the right to refund / send back the net amount received to the remitter by the same method as received.
9.9 Withdrawals should be made using the same method used by the Client to fund his Trading Account and to the same remitter. The Company reserves the right to decline a withdrawal with specific payment method and to suggest another payment method where the Client needs to complete a new withdrawal request. The Company further reserves the right to request further documentation while processing the Clients’ withdrawal request. If the Company is not satisfied with any documentation provided by the Client, the Company may reverse the withdrawal transaction and deposit the amount back to the Client’s Trading Account.
9.10. In the event that any amount received in the Bank Accounts is reversed by the Bank Account provider at any time and for any reason, the Company will immediately reverse the affected deposit from the Client’s Trading Account and further reserves the right to reverse any other type of transactions effected after the date of the affected deposit. It is understood that these actions may result in a negative balance in all or any of the Client’s Trading Account(s).
9.11. The Client agrees that in case of such a negative balance in any of the Trading Account(s) of the Client, the Company can transfer such an amount from any other Trading Account of the Client to that account to cover the negative balance. Furthermore it is understood and accepted by the Client that in the case that there are no sufficient amounts to cover the negative balance in the Trading Account, the Company reserves the absolute right to terminate this agreement with twenty four (24)hours’ notice through the TradingPlatform or email and claim the amount of negative balance and any expenses it might incur.
9.12. The Client agrees to waive any of his rights to receive any interest earned in the money held in the Bank Account and consents that the Company will benefit from such interest earned to cover registration/general expenses/charges/fees and interest related to the administration and maintenance of the Bank Account.
10. COMPANY’S FEES
10.1. The Company is entitled to receive fees from the Client for its Investment Services provided as described in the Agreement as well as compensation for the expenses it will incur for the obligations it will undertake during the execution of the said Investment Services. The Company reserves the right to modify, from time to time, the size, the amounts and the percentage rates of its fees and the Client will be informed of such changes accordingly.
10.2. The Client shall pay the Company, immediately when so requested by the latter and the Company is entitled to debit the account of the Client with any value added tax or any other tax, contribution or charge which may be payable as a result of any transaction which concerns the Client or any act or action of the Company under the Agreement (excepting taxes payable by the Company in relation to the Company’s income or profits).
10.3. The Company shall have a lien on all the amounts which are deposited in the accounts stated in paragraph 9 above and on statements of Financial Instruments of the Client, to the extent that there remain amounts due by the Client to the Company. Before the exercise of the said right, which does not require the Client’s consent, the Company shall give the Client notice stating its intention to exercise the lien, as well as the deadline upon the expiry of which the Company shall exercise the said right.
10.4. In case the Client fails to pay any amount by the date on which the said amount is payable, the Company shall be entitled to debit the accounts of the Client stated in paragraph 9 above with the said amount and/or liquidate in the name of the Client any of the Client’s Financial Instruments in view of covering the aforementioned amount.
10.5. The Company reserves the right to amend at its discretion all such commission, costs and financing fees. All information relating to the aforementioned amendments will be available on the Main Website which the Client must review during the period the Client is dealing with the Company and especially before placing any orders with the Company. The Client is deemed to have seen, reviewed and considered the Company’s commission, costs and financing fees and any changes that the company may make thereto from time to time.
11. COMPANY LIABILITY
11.1. The Company shall conclude transactions in good faith and with due diligence but shall not be held liable for any omission, deliberate omission or fraud by any person, firm or company from whom the Company receives instructions for the execution of the Client’s Orders and/or from which transactions are carried out on behalf of the Client, unless to the extent where this would be the result of negligence, deliberate omission or fraud on the part of the Company.
11.2. The Company shall not be held liable for any loss of opportunity as a result of which the value of the Client’s Financial Instruments could increase or for any reduction in the value of the Client’s Financial Instruments, regardless of how such decrease may arise, unless to the extent that such loss or reduction is directly due to deliberate omission or fraud by the Company or its employees.
11.3. If the Company incurs any claims, damage, liability, costs or expenses, which may arise in relation to the execution or as a result of the execution of the Agreement and/or in relation to the provision of the Investment Services and/or in relation to the disposal of the Client’s Financial Instruments in view of the satisfaction of any claims made by the Company or due to the non – fulfillment of any of the Client’s statements and/or Orders and/or instructions contained in the Agreement it is understood that the Company bears no responsibility whatsoever and it is the Client’s responsibility to indemnify the Company for such.
11.4. The Company shall not be held liable for any loss which is the result of deceit in relation to the facts or mistaken judgment or any act done or which the Company has omitted to do, whenever it arose, unless to the extent that such deceit or act or omission is due directly to deliberate omission or fraud by the Company or its employees.
11.5. The Company shall not be held liable for the loss of Financial Instruments and funds of the Client, including the cases where the Client’s assets are kept by a third party such as a bank or other institution used as a payment provider, or for an act, which was carried out based on inaccurate information at its disposal prior to being informed by the Client, of any change in the said information.
11.6. Although the Company takes all reasonable steps and makes such general enquiries from readily available sources to ensure to the best of their ability that the Banks it transacts its business through or in which deposits of Client monies are made, the Company cannot guarantee and therefore accepts no liability for the financial standing of any bank or other regulated financial institution in which such deposits are made and accepts no responsibility in the event of liquidation, receivership or otherwise failure of such bank or institution which leads to a loss of all or any part of the funds deposited with them.
11.7. The Company being a member of the Investor Compensation Fund (the “Fund“) provides the Client with the extra security of receiving compensation from the Fund, for any claims arising from the malfunction on behalf of the Company or if the Company fails to fulfill its obligations regardless of whether that obligation arises from a breach of applicable law or regulations, the Agreement or from any wrongdoing by the Company. By accepting the Agreement the Client has read, understood and accepted the information under the title “INVESTOR COMPENSATION FUND” as this information is loaded on the Company’s Main Website public and available for all Clients.
12. DURATION OF THE AGREEMENT AND AMENDMENT THEREOF
12.1. This Agreement shall take effect upon the first funding of the Client’s account, provided that the Company has sent the Client written confirmation for his acceptance. It shall be valid for an indefinite time period until its termination by virtue of the provisions of paragraph 13.
12.2. The Agreement may be amended on the following cases:
13.1. The Client has the right to terminate the Agreement by giving the Company at least seven (7) days written notice, specifying the date of termination in such, on the condition that in the case of such termination, all Client’s Open Positions shall be closed by the date of termination.
13.2. The first day of the notice shall be deemed to be the date such notice has been received by the Company.
13.3. The Company may terminate the Agreement by giving the Client at least seven (7) days written notice, specifying the date of termination therein.
13.4. The Company may terminate the Agreement immediately without giving seven(7)days’ notice in the following case:
a) Death of the Client;
b) If any application is made or any order is issued or a meeting is convened or a resolution is approved or any measures of bankruptcy or winding up of the Client are taken;
c) Such termination is required by any competent regulatory authority or body;
d) The Client violates any provision of the Agreement and in the Company’s opinion the Agreement cannot be implemented;
e) The Client violates any law or regulation to which he is subject, including but not limited to, laws and regulations relating to exchange control and registration requirements;
f) The Client involves the Company directly or indirectly in any type of fraud.
13.5. The termination of the Agreement shall not in any case affect the rights which have arisen, existing commitments or any contractual provision which was intended to remain in force after the termination and in the case of termination, the Client shall pay:
a) Any pending fee of the Company and any other amount payable to the Company;
b) Any charge and additional expenses incurred or to be incurred by the Company as a result of the termination of the Agreement;
c) Any damages which arose during the arrangement or settlement of pending obligations.
13.6. In case of breach by the Client of paragraphs 13.4.(e) and 13.4.(f), the Company reserves the right to reverse all previous transactions which place the Company’s interests and/or all or any of its Clients’ interests at risk, before terminating the agreement.
13.7. Upon termination of the Agreement, the Company shall immediately hand over to the Client the Client’s assets in its possession, provided that the Company shall be entitled to keep such Client’s assets as necessary to close positions which have already been opened and/or pay any pending obligations of the Client, including, without limitation, the payment of any amount which the Client owes to the Company under the Agreement.
14. ACKNOWLEDGEMENTS OF RISKS
14.1. The Client unreservedly acknowledges and accepts that, regardless of any information which may be offered by the Company, the value of any investment in Financial Instruments may fluctuate downwards or upwards and it is even probable that the investment may be reduced to zero value.
14.2. The Client unreservedly acknowledges and accepts that he runs a great risk of incurring losses and damages as a result of the purchase and/or sale of any Financial Instrument via the Company and through the TradingPlatform and accepts and declares that he is willing to undertake this risk.
14.3. The Client declares that he has read, understands and unreservedly accepts the following:
14.4. The Client acknowledges and accepts that there may be other risks which are not contained in this paragraph 14 and that he has read and accepted all information under the titles “RISK WARNINGS NOTICE”. This information is loaded on the Company’s Main Website, it is public and available to all Clients.
15. RELATIONSHIP BETWEEN THE COMPANY AND THE CLIENT
15.1. The Company reserves the right to use, employ or appoint third qualified and duly trained persons for the purpose of mediating in the execution of orders and the conclusion of transactions for the Client.
15.2. The Company declares that it takes all necessary measures, where possible, in order to anticipate or solve any conflicts of interest between, on the one hand itself and its associated persons and Clients and on the other hand, its Clients. However, the Company draws the Client’s attention to the following possibilities of a conflict of interest.
a) The Company and/or any associated company and/or any company which is a member of the group of companies to which the Company belongs to, might:
i. Enter itself into an agreement with the Client in order to execute his Order;
ii. Be an issuer of the underlying assets and/or future contract on which the Financial Instruments in which the Client wishes to conclude a transaction is based;
iii. Act on its behalf and/or for another Client as purchaser and/or seller and/or may have an interest in the underlying assets and/or future contract on which the Financial Instruments of the issuer in which the Client wishes to conclude a transaction is based;
iv. Act as an agent, and/or have any trading or other relationship with any issuer of the underlying assets and/or future contract on which the Financial Instrument is based;
v. Pay a fee to third persons who either recommended the Client to the Company or who mediated in any way so that the Client’s Orders are forwarded to the Company for execution.
b) The Company may execute different orders (even contrary to one another) on behalf of different clients.
c) The Company may mitigate the risk associated with the Client’s transactions with, and obtain coverage for such risk from, any company which is a member of the group of companies to which the Company belongs.
15.3. Client warrants that he has read and accepts the “CONFLICTS OF INTEREST POLICY” that the Company has adopted. This policy is uploaded and is mentioned in detail in the Company’s Main Website public and available to all Clients.
16. CONFIDENTIAL INFORMATION
16.1. The Company shall have no obligation to disclose to the Client any information or take into consideration any information either when making any decision or when it proceeds to any act on behalf of the Client, unless otherwise expressly cited in this Agreement and where this is imposed by the relevant Laws and Regulations and directives in force.
16.2. The Company has the right, without informing the Client beforehand, to disclose such details of the Client’s transactions or such other information as it may deem necessary in order to comply with any requirements of any person entitled to require such a disclosure by law or with any Company obligation to proceed to the said disclosure to any person.
16.3. The Company will handle all of Client’s personal data according to the relevant Laws and Regulations for the protection of Personal Data.
17.1. Unless the contrary is specifically provided, any notice, instructions, authorizations, requests or other communications to be given to the Company by the Client under the Agreement shall be in writing and shall be sent to the Company’s mailing address which appears on the first page of the Agreement or to any other address which the Company may from time to time specify to the Client for this purpose and shall take effect only when actually received by the Company, provided they do not violate and are not contrary to any term of this Agreement.
17.2. The Company reserves the right to specify any other way of communication with the Client.
17.3. The Agreement is personal to the Client who does not have the right to assign or transfer any of his rights and/or obligations hereunder.
17.4. The Company may, at any time, assign and/or transfer to any legal or natural person any of its rights and/or obligations as they arise or are provided for in the Agreement.
18. GENERAL PROVISIONS
18.1. The Client acknowledges that no representations were made to him by or on behalf of the Company which have in any way incited or persuaded him to enter into the Agreement.
18.2. If the Client is more than one person, the Client’s obligations under the Agreement shall be joined and several and any reference in the Agreement to the Client shall be construed, where appropriate, as reference to one or more of these persons. Any warning or other notice given to one of the persons which form the Client shall be deemed to have been given to all the persons who form the Client. Any Order given by one of the persons who form the Client shall be deemed to have been given by all the persons who form the Client.
18.3. In case any provision of the Agreement is or becomes, at any time, illegal void or non – enforceable in any respect, in accordance with a law and/or regulation of any jurisdiction, the legality, validity or enforceability of the remaining provisions of the Agreement or the legality, validity or enforceability of this provision in accordance with the law and/or regulation of any other jurisdiction, shall not be affected.
18.4. All transactions on behalf of the Client shall be subject to the laws which govern the establishment and operation, the regulations, arrangements, directives, circulars and customs (jointly hereinafter called the “Laws and Regulations”) of the Cyprus Securities and Exchange Commission (CySEC), which governs the operation of the Investment Firms (as defined in such Laws and Regulations), as they are amended or modified from time to time. The Company shall be entitled to take or omit to take any measures which it considers desirable in view of compliance with the Laws and Regulations in force at the time. Any such measures as may be taken and all the Laws and Regulations in force shall be binding for the Client.
18.5. The Client shall take all reasonably necessary measures (including, without prejudice to the generality of the above, the execution of all necessary documents) so that the Company may duly fulfill its obligations under the Agreement.
18.6. The Client undertakes to pay all stamp expenses relating to the Agreement and any documentation which may be required for the execution of the transactions under the Agreement.
18.7. The location of detailed information regarding the execution and conditions for the investment transactions in Financial Instruments conducted by the Company and other information regarding the activity of the Company are accessible and addressed to any natural persons and legal entities at the Company’s Main Website over the Internetwww.365trading.com.
19. APPLICABLE LAW, JURISDICTION
This Agreement and all transactional relations between the Client and the Company are governed by the Laws of Cyprus and the competent court for the settlement of any dispute which may arise between them shall be the District Court of the district in which the Company’s headquarters are located.
20. CLIENT DECLARATION
The Client solemnly declares that:
a) He has carefully read and fully understood the entire text of the Agreement, he has had the opportunity to take professional advice on its contents and he fully and unreservedly agrees with the terms of this Agreement;
c) He consents and agrees to direct advertising through cold calling, either by phone or personal representation, facsimile, automatic calls, email or other phone, electronic or digital means by the Company.
d) He is over 18 and to the best of his knowledge and belief, the information provided in the Investor’s Questionnaire, and any other documentation supplied in connection with the application form, is correct, complete and not misleading and he will inform the Company of any changes to the details or information entered in the Investor’s Questionnaire.
e) He accepts that any orders he will place with the Company, the company will act as an agent and not as a principal on the Client’s behalf. The sole Execution Venue for the execution of his Orders is the Company. This execution venue is a non-regulated market.
f) He has chosen the investment amount, taking his total financial circumstances into consideration which he considers reasonable under such circumstances.
FIDELISCO CAPITAL MARKETS LTD