Definitecom Financial Brokerage Services L.L.C
1.1
Our products and services may involve significant risk, particularly where you trade
leveraged or over-the-counter instruments.
1.2
You should not trade unless you fully understand:
1.3
This Client Agreement should be read together with the following documents, which form an integral part of this Agreement:
1.4
By entering into this Agreement, you confirm that you have read, understood and accepted
the risks described in the above documents.
1.5
This Agreement does not oblige the Company to provide any particular Product or Service and does not extend the scope of the Company's regulatory permissions. Products and Services will only be made available to the extent permitted by the Company's Licence and Applicable Regulations.
1.6
Nothing in this Agreement, any communication, Website content, platform functionality, marketing material, or operational arrangement shall be construed as granting the Client any right to receive a Product or Service that the Company is not authorised to provide under its Licence and Applicable Regulations.
1.7
The Client is responsible for reading this Agreement together with the Risk Disclosure Statement, Order Execution Policy, Conflict of Interest Policy, Complaints Handling Procedure, Privacy Policy, Fee Schedule, Commission & Charges Disclosure, and the information made available on the Website, Trading Platform or Product Specifications before entering into any transaction.
1. Important Notice
2.1
This Client Agreement (the 'Agreement') is made between:
Definitecom Financial Brokerage Services LLC, a limited liability company incorporated in Dubai, United Arab Emirates, registered with the Dubai Department of Economy and Tourism (DET) under Trade License No. 1579335, with registered office at Office 1604, 16th Floor, One By Omniyat, Business Bay, Dubai, United Arab Emirates (hereinafter referred to as 'the Company', 'we', 'us' or 'our')
and
the person who accepts this Agreement electronically or in writing (hereinafter referred to as 'the Client', 'you' or 'your').
2.2
This Agreement governs the relationship between the Company and the Client in connectionwith the provision of brokerage services and the use of the Company's trading platform and related services.
2.3
The Company deals with the Client as principal, agent and/or matched principal depending on the relevant Product, execution model and Applicable Regulations, as further described in this Agreement and in the Company's Order Execution Policy, Website, Trading Platform or Product Specifications.
2.4
Unless expressly agreed otherwise in writing and permitted under Applicable Regulations, the relationship between the Company and the Client is an execution-only relationship.
2.5
The Client enters into this Agreement as principal and not as agent for any other person unless the Company has expressly agreed otherwise in writing and has completed any onboarding, verification and documentation it requires in relation to such arrangement.
2. Parties and relationship
3.1
The Company is authorised and regulated by the Capital Market Authority of the United Arab Emirates ('CMA').
3.2
The Company is authorised to conduct regulated activities under the following licence categories:
3.3
The Company provides its services in accordance with:
(collectively referred to as 'Applicable Regulations').
3.4
In the event of any conflict between this Agreement and Applicable Regulations, the Applicable Regulations shall prevail.
3.5
Nothing in this Agreement shall be construed as extending the scope of the Company's licence beyond the activities it is authorised to carry out under Applicable Regulations. The Company shall only provide Services that fall within its regulatory permissions and may refuse to provide any service where doing so would be inconsistent with Applicable Regulations.
3.6
References in this Agreement to a Product, Service or activity being made available by the Company shall be read subject always to the Company's actual regulatory permissions, internal onboarding criteria, client classification, and any product-specific restrictions notified by the Company from time to time.
3. Regulatory status
4.1
Unless we explicitly agree otherwise in writing and are permitted to do so under the Licence, the Company provides execution-only brokerage services and does not assess the suitability of any transaction and does not provide ongoing monitoring or advisory services. The Company does not generally provide advisory services unless separately agreed in writing and permitted under Applicable Regulations. Where required by Applicable Regulations, the Company may perform an appropriateness assessment and issue warnings where a product or service is not appropriate.
4.2
Where the Company separately agrees in writing to provide arranging and/or advising services permitted under the Licence, such services shall be limited to the scope expressly agreed, may be subject to additional terms, disclosures and onboarding requirements, and shall not give rise to any portfolio management, discretionary management, or ongoing monitoring obligation unless expressly stated otherwise in writing and permitted under Applicable Regulations.
4.3
This means that the Company may:
4.4
The Company does not provide investment advice, personal recommendations, portfolio management, or discretionary investment services and no communication from the Company shall be construed as such.
4.5
By entering into this Agreement, you acknowledge and agree that:
4.6
Any information, communication or material provided by the Company to the Client shall be fair, clear and not misleading, in accordance with Applicable Regulations.
4.7
Any information, communication or material provided by the Company, including educational materials, market commentary, product information, analytics, trading ideas, or similar content, is provided on a general-information basis only and shall not constitute investment advice, a personal recommendation, suitability assessment, or portfolio management service.
4.8
Any reference to 'Services' in this Agreement shall not be interpreted as requiring the Company to provide advisory, discretionary, or ongoing monitoring services unless expressly agreed in writing and permitted under Applicable Regulations.
4. Nature of services
5.1
In accordance with Applicable Regulations, the Company may classify Clients as:
5.2
Unless otherwise notified in writing, you will be treated as a Retail Client and will benefit from the highest level of regulatory protection available under Applicable Regulations.
5.3
You may request a different client classification. The Company may accept or reject such request at its sole discretion subject to Applicable Regulations and the Company's internal classification criteria.
5.4
A change in client classification may affect the level of regulatory protections available to you.
5.5
The Company may restrict access to certain Products, Services, features, leverage levels or execution arrangements depending on your client classification, knowledge and experience, risk profile, onboarding information, or Applicable Regulations.
5.6
The Company will notify you of your classification, and of any approved change to it, through the Account, email, Trading Platform or other durable medium used by the Company.
5.7
A Professional Client or Eligible Counterparty may receive fewer protections than a Retail Client, including in relation to disclosures, warnings, appropriateness, best execution detail, reporting, product access, leverage, or complaints handling, to the extent permitted by Applicable Regulations.
5.8
The Company may review your classification from time to time and may reclassify you where required by Applicable Regulations or where the information available to the Company indicates that a different classification is appropriate.
5. Client classification
6.1
Nothing in this Agreement shall be interpreted as creating:
between the Client and the Company.
6.2
The Company acts solely as a broker and service provider in connection with the execution of transactions.
6.3
No fiduciary or advisory duty shall arise solely because the Company provides market access, executes Orders, performs an appropriateness assessment, communicates warnings, provides factual product information, or agrees to receive and transmit Orders on your behalf.
6.4
Nothing in this Agreement shall exclude any duty or obligation imposed on the Company by Applicable Regulations.
6. Relations between the Parties
7.1
The Client may be required to accept this Agreement prior to completing the Company's identity verification procedures, provided that no trading activity or funding shall be permitted until the business relationship is established in accordance with Clause 7.2.
7.2
For regulatory purposes, including compliance with applicable anti-money laundering and counter-terrorism financing regulations, the business relationship between the Client and the Company shall only commence once:
7.3
Acceptance of this Agreement prior to completion of the verification procedures shall not in itself constitute the establishment of a business relationship, nor shall it create any obligation on the Company to provide services to the Client.
7.4
The Company reserves the right to decline any account application at any time, including after completion of its onboarding and verification procedures, without providing reasons, subject to Applicable Regulations.
8.1.1
This Agreement consists of the following documents, which together form the entire agreement between the Company and the Client:
8.1.2
In the event of any conflict between the above documents:
8.1.3
To the extent that a Product characteristic, trading condition, dealing capacity, trading hour, margin parameter, execution venue, quote methodology, or operational process is displayed or described on the Trading Platform, Website or Product Specifications, such information shall apply to that Product or Service unless it conflicts with these Terms and Conditions, in which case these Terms and Conditions shall prevail, subject always to Applicable Regulations.
8.2.1
In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set out below:
Account
Access Data
Applicable Regulations
Business Day
Business Relationship
Business Relationship Start Date
as notified to the Client through the Account, email, or in-platform notification.
Client Money
Account
Complaints Handling Procedure
Fee Schedule, Commission & Charges Disclosure
Force Majeure Event
Loss
Order
Order Execution Policy
Products
Services
in each case subject to Applicable Regulations and provided on an execution-only basis.
Trading Platform
Underlying Market
Website
8.3.1
Headings in this Agreement are included for convenience only and shall not affect the interpretation of this Agreement.
8.3.2
References to the word ' including' shall be interpreted as ' including without limitation.'
8.3.3
References to any law, regulation, rulebook or policy include that law, regulation, rulebook or policy as amended, replaced, consolidated, re-enacted or supplemented from time to time.
8.3.4
References to the singular include the plural and vice versa, and references to any gender include all genders, unless the context requires otherwise.
7. Commencement of business relationship
8. Interpretation and defined terms
8.1 Order of documents
8.2 Definitions
means any client account opened and maintained in your name with the Company, including any trading account, wallet, or sub-account maintained on the Company's systems and any account operated through a Trading Platform.
means all usernames, passwords, two-factor authentication credentials (2FA), API keys, and any other credentials used to access the Account or the Trading Platform.
means all applicable laws, regulations, rulebooks, directives, decisions, guidance and binding requirements applicable to the Company and/or the Services, including but not limited to:
means a day on which banks are open for general banking business in Dubai, United Arab Emirates, excluding public holidays.
shall have the meaning given to it under applicable UAE anti-money laundering and counter-terrorism financing regulations, or as otherwise defined under Applicable Regulations.
means, for the purposes of the Company's onboarding process and this Agreement, the date and time when:
means money received from the Client or held on behalf of the Client that is required to be treated as client money under Applicable Regulations, including any funds held in segregated accounts where required by Applicable Regulations.
means any secure online portal, dashboard or account management interface made available by the Company to the Client in connection with the Services.
means the Company's complaints handling procedure, as amended from time to time and made available on the Company's Website and/or Account.
means the schedule, table, product disclosure, pricing page or other fee disclosure made available by the Company through the Website, Trading Platform, Account or Product Specifications setting out applicable commissions, spreads, financing charges, swap or rollover charges, conversion charges, administrative charges, payment charges and other fees or costs.
means any event or circumstance beyond the reasonable control of the Company which prevents, hinders or delays the performance of any obligation or the orderly provision of the Services, including the events described in Clause 37.3.2.
means any loss, liability, claim, cost, expense, charge, tax, levy, duty, or damage, including legal fees and expenses on a full indemnity basis where permitted by law.
means any instruction submitted by the Client to open, close, modify, or cancel a transaction or position.
means the Company's order execution policy, as amended from time to time and made available on the Company's Website and/or Account.
means the financial products and instruments that the Company makes available under its Licence, as described and made available via the Company's Website, Trading Platform or Product Specifications.
means the services described in this Agreement, including but not limited to:
means any electronic trading system, Website, mobile application, API, software, or third-party platform provided or made available by the Company for use with the Services.
means any exchange, trading venue, liquidity provider, market maker, broker, issuer, reference administrator, or other source from which a price, index level, rate, or reference value is derived for a Product.
means the Company's Website and any sub-domain or webpage used by the Company to publish legal documentation, disclosures, product information, client communications or service-related information.
8.3 Headings and references
9.1.1
You may accept this Agreement and related documents electronically, including by:
9.1.2
Such electronic acceptance shall be legally binding and enforceable as if the Agreement had been signed in wet ink, to the extent permitted by Applicable Regulations.
9.2.1
This Agreement is provided in the English language.
9.2.2
If an Arabic version is provided, in the event of any discrepancy between the English version and the Arabic version, the English version shall prevail, to the extent permitted by Applicable Regulations.
9.3.1
The Company may communicate with you through any of the following means:
9.3.2
The Company may record telephone calls and other communications between the Company and the Client, to the extent permitted by Applicable Regulations, including for the following purposes:
9.3.3
Platform logs, audit trails, system records, and server records maintained by the Company may be relied upon as prima facie evidence of Orders, account activity, and communications, to the extent permitted by Applicable Regulations.
9.3.4
The Client consents to receiving notices, statements, confirmations, risk warnings, disclosures and other communications by electronic means, unless Applicable Regulations require another method.
9.3.5
The Client is responsible for ensuring that the contact details provided to the Company remain accurate and up to date and acknowledges that delays in accessing electronic communications may affect the Client's ability to respond to margin calls, warnings, notices, or other time-sensitive communications.
9. Formation of the agreement and electronic communications
9.1 Electronic acceptance
9.2 Language
9.3 Communications and recordings
10.1.1
To apply for an Account, you must complete the Company's account application process and provide all information, data, and documentation requested by the Company which must be accurate, complete and not misleading.
10.1.2
The Company may, at its sole discretion and as permitted by Applicable Regulations:
10.1.3
The Company may carry out any checks it considers necessary in order to comply with Applicable Regulations, including identity verification, customer due diligence, sanctions screening, source of funds verification and ongoing monitoring of the Client and the Account.
10.1.4
The Company may also require the Client to complete classification, appropriateness, tax, source-of-funds, source-of-wealth, fraud prevention, payment verification or other onboarding questionnaires or declarations before making Products or Services available.
10. Account opening, verification and onboarding
10.1 Application and conditional onboarding
11.1.1
For operational and compliance purposes, and without limiting the meaning of 'Business Relationship' under Applicable Regulations, you agree that the Business Relationship Start Date occurs only when:
11.1.2
The Company shall notify the Client of the activation of the Account through the Account, email, or Trading Platform notification and such notification shall constitute confirmation of the Business Relationship Start Date.
11.2.1
Until the Business Relationship Start Date occurs:
11. Business relationship start date and account activation
11.1 Business relationship start date
11.2 Status prior to the business relationship start date
12.1.1
The Client must provide information that is accurate, complete, and up to date at all times when applying for an Account and throughout the duration of the relationship with the Company and must not omit any information that may be material to the Company's assessment.
12.1.2
The Client represents and warrants that all information and documents provided to the Company are true, accurate, and not misleading and remain so at all times.
12.2.1
The Client must promptly notify the Company of any changes to the information previously provided, including but not limited to:
12.2.2
The Client acknowledges that failure to provide updated information may result in restrictions being placed on the Account including suspension of trading, deposits, or withdrawals.
12.3.1
In order to comply with Applicable Regulations, the Company may conduct ongoing monitoring and due diligence on the Client and the Client's Account and may, where reasonably necessary, restrict or suspend trading, deposits, withdrawals or access to certain Products or Services pending the outcome of such monitoring or due diligence.
12.3.2
The Company may request updated documents or additional information at any time, including after the Account has been opened, and the Client shall provide such information promptly upon request.
12.3.3
The Company may restrict, suspend, or limit access to the Account or Services until it is satisfied that the required information or documentation has been provided without incurring any liability, to the extent permitted by Applicable Regulations.
The Company may terminate the Agreement or close the Account if the Client fails to provide information required under Applicable Regulations or where the Company is unable to complete or maintain its due diligence obligations.
12.5.1
In order to comply with Applicable Regulations and the Company's internal risk and compliance policies, the Company may conduct sanctions screening, fraud prevention checks, and other verification procedures in relation to the Client and the Client's Account.
12.5.2
Such checks may include, without limitation:
12.5.3
The Client consents to the Company carrying out such checks and to the use of third-party verification or screening providers, where permitted under Applicable Regulations, including cross-border data transfers where required for such purposes.
12.5.4
To the extent permitted by Applicable Regulations, the Company may share information with relevant authorities, regulators, financial institutions, or service providers for the purposes of complying with legal or regulatory obligations.
12.5.5
The Company may delay, restrict, suspend, or refuse to process transactions or provide Services if required to do so in order to comply with Applicable Regulations or internal compliance policies.
The Company may refuse to open an Account or provide Services where doing so would breach Applicable Regulations or the Company's internal risk policies.
12. Ongoing due diligence and information updates
12.1 Accuracy of information
12.2 Obligation to notify changes
12.3 Ongoing due diligence
12.4 Failure to provide information
12.5 Sanctions, fraud and legal checks
12.6 Refusal of service
13.1.1
To the extent required or permitted by Applicable Regulations, the Company may conduct an appropriateness assessment to determine whether the Products and Services offered by the Company are appropriate for the Client.
13.1.2
The assessment may be based on information provided by the Client, including information relating to the Client's:
13.2.1
If, based on the information provided by the Client, the Company determines that a Product or Service may not be appropriate for the Client, the Company may provide the Client with a warning, which may be provided through the Trading Platform or Account.
13.2.2
Where permitted by Applicable Regulations, the Client may nevertheless choose to proceed with the transaction after receiving such warning, and the Company shall not be liable for any Loss arising from such decision.
13.2.3
In such circumstances, the Client acknowledges that:
13.2.4
Nothing in this Clause requires the Company to make a Product or Service available where the Company is not satisfied that doing so would be appropriate, prudent, consistent with its internal policies, or permitted under Applicable Regulations.
13.3.1
If the Client does not provide sufficient information for the Company to conduct an appropriateness assessment, the Company may warn the Client that it is unable to determine whether the Product or Service is appropriate.
13.3.2
Where permitted by Applicable Regulations, the Client may still choose to proceed with the transaction following such warning.
13.3.3
The Company may also refuse to permit access to a Product or Service until sufficient information has been provided, where required by Applicable Regulations or the Company's internal policies.
13.4.1
The Client acknowledges that the appropriateness assessment, where conducted, does not constitute investment advice or a personal recommendation, nor does it amount to a representation that any Product or Service is suitable for the Client.
13.4.2
The Company does not monitor the Client's trading activity for suitability and does not have any obligation to ensure that any transaction is suitable for the Client, either on an individual or ongoing basis.
The Client remains responsible for ensuring that they understand the risks associated with the Products before entering into any transaction.
13.6.1
The Company may determine, in accordance with Applicable Regulations, the target market and distribution strategy for its Products.
13.6.2
The Company may restrict access to certain Products based on the Client's classification, knowledge, experience, or other relevant factors, in accordance with Applicable Regulations.
13.7.1
Unless the Company has expressly agreed in writing to provide an advisory service permitted under the Licence and Applicable Regulations, the Company does not undertake any suitability assessment in relation to any Product, transaction, strategy, or account activity.
13.7.2
The mere fact that the Company has classified the Client, conducted onboarding, completed an appropriateness assessment, issued a warning, accepted an Order, or allowed access to a Product shall not amount to a representation that the Product, Service or transaction is suitable for the Client.
13. Appropriateness assessment (execution-only)
13.1 Appropriateness assessment
13.2 Warning of inappropriateness
13.3 Insufficient information
13.4 No investment advice
13.5 Client responsibility
13.6 Product governance
13.7 No suitability assessment
14.1.1
The Client must be at least 18 years of age and have full legal capacity to enter into this Agreement.
14.1.2
By entering into this Agreement, the Client represents and warrants that:
14.2.1
Where the Client is a legal entity, the person accepting this Agreement represents and warrants that they are duly authorised to act on behalf of that entity and to bind it to this Agreement.
14.2.2
The Company may request corporate documentation or evidence of authority before opening or maintaining the Account and may refuse to act on any instruction where such authority is not satisfactorily evidenced.
14.3.1
The Company may, at its sole discretion and in accordance with Applicable Regulations, refuse to open an Account or restrict the provision of Services to certain persons, entities, or jurisdictions, including where required to comply with sanctions, AML, or other regulatory obligations.
14.3.2
Such restrictions may apply, without limitation, where:
14.3.3
The Company may maintain a list of restricted jurisdictions or prohibited clients, which may be updated from time to time.
14.3.4
The Company's Website, Trading Platform and communications are not directed at, and must not be relied upon by, any person in any jurisdiction where the offer, promotion, distribution or provision of the relevant Product or Service would be unlawful or would require authorisation, registration, filing, approval or other action not held or taken by the Company.
14.3.5
The Client represents that it is accessing the Website, Trading Platform and Services at its own initiative and in compliance with the laws applicable to it, and that it will not use the Services in any manner that would cause the Company to breach Applicable Regulations or any applicable marketing or financial promotion restriction.
14.4.1
Unless otherwise expressly approved by the Company in writing, a Client may maintain only one active profile and Account with the Company.
14.4.2
Where the Company determines that multiple profiles or Accounts belong to the same Client, the Company may, at its sole discretion and without prior notice where reasonably necessary, restrict, suspend, merge, close, or otherwise manage such profiles or Accounts.
14.4.3
The Company may require the Client to nominate a single Account for continued use and may transfer account information, balances, or settings between duplicate Accounts where reasonably necessary for operational, security, fraud prevention, or compliance purposes.
14.4.4
The Company shall not be liable for any loss arising from actions taken under this Clause, except where such loss arises from the Company's fraud, wilful misconduct, gross negligence, or as otherwise required by Applicable Regulations.
14. Eligibility and capacity
14.1 Legal capacity
14.2 Clients acting on behalf of legal entities
14.3 Restricted persons and jurisdictions
14.4 Duplicate accounts
15.1.1
The Client is responsible for maintaining the confidentiality and security of all Access Data.
15.1.2
The Client must take all reasonable steps to prevent unauthorised access to the Client's Account or the Trading Platform, including the secure storage of Access Data and the use of any security features made available by the Company (such as two-factor authentication).
15.1.3
The Client is responsible for all activity conducted through the Account using the Client's Access Data, whether authorised by the Client or not, unless otherwise required by Applicable Regulations, and the Company shall not be liable for any Loss arising from the misuse of Access Data, except where such Loss is caused by the Company's fraud, wilful misconduct or gross negligence.
15.2.1
The Client must notify the Company immediately if the Client becomes aware of, or suspects:
15.2.2
Such notification must be made through the communication channels provided by the Company, including the Account, email, or other authorised communication methods, and the Client shall cooperate with the Company in any investigation or remedial action.
15.3.1
The Company may suspend, restrict, or terminate access to the Account or Trading Platform where the Company reasonably believes that such action is necessary for:
15.3.2
The Company may also require the Client to reset Access Data or complete additional verification procedures before restoring access to the Account, and may delay such restoration until it is satisfied that the security risk has been adequately addressed.
15. Access data and security
15.1 Responsibility for access data
15.2 Unauthorised access
15.3 Security measures and suspension
16.1.1
If the Company reasonably believes or suspects that unlawful, abusive, improper, or harmful activity may have occurred in connection with the Client's Account, the Company may take any action it considers necessary to investigate the matter and to comply with Applicable Regulations.
16.1.2
Such activity may include, without limitation:
16.2.1
In such circumstances, the Company may, to the extent permitted by Applicable Regulations:
16.3.1
Where required or permitted by Applicable Regulations, the Company may report Suspected activity to competent authorities, regulators, law enforcement agencies, or financial institutions and the Client acknowledges that the Company may be prohibited from disclosing such reporting to the Client.
16.3.2
The Company shall not be liable to the Client for any loss resulting from actions taken in good faith under this clause.
The Company may classify a Client's Account as inactive or dormant where there has been no trading activity or other activity on the Account for a period determined by the Company. The Company may take reasonable measures in respect of an inactive or dormant Account, including restricting certain Account functions or requiring the Client to complete verification or reactivation procedures before resuming activity. The Client may contact the Company at any time to request reactivation of an inactive or dormant Account, subject to the Company's applicable procedures and regulatory requirements.
16. Suspension and investigative actions
16.1 Right to suspend or restrict the account
16.2 Investigative measures
16.3 Reporting and regulatory compliance
16.4 Inactive and dormant accounts
17.1.1
Subject to Applicable Regulations and the terms of this Agreement, the Company may provide the following services to the Client:
17.1.2
The availability of any Product or Service may depend on your client classification, jurisdiction, onboarding outcome, appropriateness status, margin profile, platform eligibility, and the Company's then-current product offering.
17.1.3
The Company may impose product-specific terms, order size limits, position limits, trading hours, market access restrictions, leverage limits, hedging restrictions, close-only modes, or other conditions in relation to particular Products or Services, as notified through the Website, Trading Platform, Product Specifications or other communication channel used by the Company.
17.1.4
The Company may provide the Services itself or through approved affiliates, third-party technology providers, liquidity providers, execution venues, settlement agents, or other service providers, provided that the Company remains responsible to the extent required under Applicable Regulations.
17.1.5
The Company may decline to offer any particular Product or Service, impose trading limits or eligibility criteria, or discontinue any Product or Service at any time where reasonably necessary for legal, regulatory, risk management, commercial, operational, or systems reasons, subject to Applicable Regulations.
17.1.6
Unless expressly agreed otherwise in writing, the Company is not obliged to accept any Order, to quote continuously, to maintain any Product or market, or to keep any Trading Platform or feature available at all times.
17. Services and order execution
17.1 Scope of services
18.1.1
The Company provides its services on an execution-only basis unless expressly agreed otherwise in writing and permitted under the Licence, and does not assess the suitability of any transaction and does not provide ongoing monitoring, and any appropriateness assessment (where required) is conducted on a non-ongoing basis in accordance with Applicable Regulations. The Company does not generally provide advisory services unless separately agreed in writing.
18.1.2
The Company does not provide investment advice, personal recommendations, portfolio management, or discretionary management services, and any information or material provided is for general informational purposes only and does not take into account the Client's personal circumstances.
18.2.1
Any market commentary, educational materials, analysis, or research provided by the Company is for informational purposes only and is not prepared in accordance with legal requirements designed to promote the independence of investment research.
18.2.2
Such information does not constitute investment advice or a recommendation to enter into any transaction, nor does it take into account the Client's personal circumstances, objectives or financial situation.
18.2.3
The Company is under no obligation to update any market commentary, educational material, analysis or research, and any such material may be withdrawn or amended at any time without notice.
18.2.4
The Client acknowledges that educational materials, market commentary, webinars, platform tools, analytics, trade ideas, signals, news feeds, calculators, or similar content may be generic, automated, delayed, incomplete, or based on assumptions that do not reflect the Client's circumstances or current market conditions.
18. Execution-only services
18.1 No investment advice
18.2 Market information
19.1.1
Depending on the Product and the execution model, the Company may act as:
as permitted by Applicable Regulations and as described in the Company's Website, Trading Platform or Product Specifications and the Client expressly consents to the Company acting in any such capacity where permitted by Applicable Regulations.
19.2.1
Where the Company acts as counterparty, the Client acknowledges that conflicts of interest may arise, including situations where the Company's interests may be adverse to those of the Client.
19.2.2
For example, the Company may benefit where the Client incurs trading losses.
19.2.3
The Company manages such conflicts in accordance with its Conflicts of Interest Policy.
19.2.4
The Client acknowledges and accepts that the Company may earn revenues from spreads, commissions, mark-ups, mark-downs, or other charges in connection with transactions.
19.2.5
Where the Company acts as principal, the Client may not have any rights against the issuer of the underlying asset, any exchange, or any person connected with the Underlying Market, and the Client's rights will generally be only against the Company in accordance with this Agreement and Applicable Regulations.
19. Role of the company (principal or agent)
19.1 Execution capacity
19.2 Conflicts of interest
20.1.1
The Company executes Orders in accordance with its Order Execution Policy, as amended from time to time, and in accordance with Applicable Regulations and shall take all reasonable steps to obtain the best possible result for the Client taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other relevant consideration, including where the Company acts as principal. The Company shall monitor the effectiveness of its execution arrangements and Order Execution Policy and shall review them on a regular basis in accordance with Applicable Regulations.
20.1.2
By entering into this Agreement, the Client acknowledges and accepts the Company's Order Execution Policy.
20.1.3
Where the Client gives the Company a specific instruction in relation to an Order or aspect of an Order, the Company may execute the Order in accordance with that instruction, and the specific instruction may prevent the Company from taking the steps it would otherwise have taken to obtain the best possible result for the Client in respect of the elements covered by that instruction.
20.2.1
The Client acknowledges that the price at which an Order is executed may differ from prices available on an Underlying Market, including due to the Company acting as principal or due to the nature of over-the-counter trading.
20.2.2
Such differences may arise due to:
20.2.3
The Company may aggregate and allocate Orders only where permitted by Applicable Regulations and in accordance with its Order Execution Policy.
20.2.4
The Company's best execution obligation does not mean that the Company owes any duty to provide the best terms available in the market in every instance, but that it will act in accordance with Applicable Regulations, its execution arrangements and the applicable execution factors.
20.2.5
Where the Company executes transactions as principal in an over-the-counter market, best execution may be satisfied by reference to the Company's pricing, execution methodology, liquidity arrangements, spreads, speed, likelihood of execution and settlement, size, nature, market impact, or any other factors relevant under Applicable Regulations and the Company's Order Execution Policy, including where the Company acts as principal.
20.2.6
The Client acknowledges that outside a trading venue, prices may be quoted by the Company or derived from one or more external or internal sources and may not correspond to the best bid or offer available on any exchange, venue or data source at a particular time.
20. Order execution and best execution
20.1 Order execution policy
20.2 Pricing and execution factors
21.1.1
Quotes provided on the Trading Platform may be indicative or tradable, depending on the Product and the functionality of the Trading Platform, and the Company shall not be obliged to execute any Order at an indicative price.
21.1.2
Any quote, price, or market data displayed or made available by the Company is provided for informational purposes only and does not constitute an offer to enter into a transaction at that price.
21.1.3
A transaction shall only be formed when the Company accepts and executes the Client's Order, and the execution price may differ from the price displayed at the time the Order was placed.
21.1.4
Prices may be derived from third-party liquidity providers, market makers, or other external sources, and the Company does not guarantee the accuracy, completeness, or availability of such pricing at any given time.
21.2.1
The Company may adjust spreads, pricing parameters, trading conditions, or margin requirements in response to:
subject to Applicable Regulations.
21.3.1
Where an Underlying Market is closed, suspended, or illiquid, pricing may be derived from alternative market sources, including internal pricing models or liquidity providers.
21.3.2
In such circumstances, prices may include a premium or discount relative to prices previously observed in the Underlying Market, and the Client acknowledges that such pricing may differ materially from prices available in normal market conditions.
21.3.3
The Company will act reasonably and in good faith when determining prices, spreads, trading conditions or execution constraints during market disruption, having regard to Applicable Regulations, available market information and the Company's risk management framework.
21.4.1
Due to market volatility, latency, liquidity constraints, or other factors, Orders may be executed at a price different from the price requested or displayed at the time of submission (' Slippage' ).
21.4.2
Slippage may be positive or negative and is a normal feature of financial markets, particularly in fast-moving or illiquid conditions.
21.4.3
The Client acknowledges and accepts the risk of Slippage and agrees that the Company shall not be liable for any resulting differences in execution price.
21. Quotes
21.1 Nature of quotes
21.2 Changes to trading conditions
21.3 Pricing during market disruptions
21.4 Slippage and execution risk
22.1.1
The Client is responsible for ensuring that all Orders submitted are accurate and complete, including the size, instrument, direction, and any applicable parameters, and the Company shall not be responsible for any errors or omissions in Orders submitted by the Client.
22.1.2
The Company may act on Orders transmitted electronically, through the Trading Platform, through approved APIs, or through other communication methods accepted by the Company from time to time, subject to its verification and operational procedures.
22.1.3
The Company shall use reasonable efforts to execute Orders promptly but does not guarantee execution timing, execution price, or that an Order will be executed in full or at all.
22.2.1
The Company may refuse, reject, cancel, or delay the execution of an Order where:
The Company shall not be under any obligation to accept, execute, or complete any Order and may determine, in its sole discretion subject always to Applicable Regulations, whether market conditions or operational constraints permit execution.
22.2.2
The Company may also refuse to accept or execute an Order where the Client does not have sufficient available funds or margin, where the Order exceeds applicable limits, where the relevant market or Product is unavailable, where the instruction is unclear or incomplete, or where execution would otherwise be inconsistent with this Agreement, the Website, the Trading Platform, Product Specifications, or Applicable Regulations.
22.2.3
The Company may treat Orders placed through the Access Data, Trading Platform or any agreed communication channel as valid and binding instructions from the Client unless and until the Company is notified otherwise and has had a reasonable opportunity to act on that notification.
22.2.4
Orders may be executed in whole or in part depending on market conditions and available liquidity, and any executed portion shall be binding on the Client.
22.2.5
Where an Order is unclear, incomplete, or contains conflicting instructions, the Company may decline to execute the Order or may execute it based on what it reasonably believes to be the Client's intended instruction.
22.2.6
The Company may aggregate the Client's Orders with those of other clients or with its own orders where it reasonably believes that such aggregation will not operate to the Client's overall disadvantage, in accordance with Applicable Regulations.
22.2.7
The Company shall not be liable for any loss arising from any delay in execution, rejection, or failure to execute an Order, except where such loss results from the Company's gross negligence, wilful misconduct, or as otherwise required by Applicable Regulations.
22.3.1
An Order or transaction may be irrevocable once received or executed, depending on the Product, platform functionality, market conditions and Applicable Regulations.
22.3.2
A request to amend or cancel an Order shall only be effective if received by the Company in sufficient time and in circumstances where the Order has not been executed, is capable of being amended or cancelled, and such amendment or cancellation is permitted by Applicable Regulations and the relevant market conditions.
22.4.1
An Order shall only be considered received when it is recorded by the Company's systems, as evidenced by the Trading Platform, server logs, or other system records maintained by the Company.
22.4.2
An Order shall only become binding once it has been accepted and executed by the Company.
22.4.3
The Company shall not be liable for any delay, failure, or inability to receive, process, or execute an Order due to system limitations, market conditions, or other factors beyond its reasonable control, except where required by Applicable Regulations.
22.5.1
The Client acknowledges that execution of Orders is subject to market conditions, liquidity availability, system performance, and operational constraints, and that execution may be delayed, rejected, or executed at a different price than requested.
22.5.2
Without limitation to any other provision of this Agreement, the Company shall not be liable for any Loss arising from:
except where such Loss arises directly from the Company's fraud, wilful misconduct, or as otherwise required by Applicable Regulations.
22.6.1
The Company shall not be obliged to act on any Order in the sequence received and may prioritise, delay, or aggregate Orders where it reasonably considers it appropriate, taking into account market conditions, system capacity, and Applicable Regulations.
22. Orders and instructions
22.1 Client responsibility for orders
22.2 Refusal or cancellation of orders
22.3 Confirmation and cancellation
22.4 Order receipt and acceptance
22.5 Execution risks and no liability
22.6 Order handling and priority
23.1.1
The Company may also adjust or reprice any transaction to reflect the price that would have applied in the absence of the Manifest Error.
23. Manifest error and abusive trading
23.1
The Company reserves the right to void, amend, or cancel any transaction that it reasonably believes to contain or be based on a manifest or obvious error (' Manifest Error' ) and such determination shall be binding on the Client, absent manifest error by the Company.
23.2
In determining whether a Manifest Error has occurred, the Company may consider:
23.3
The Company may void, close, or amend any transaction where it reasonably believes that the Client has engaged in latency arbitrage, price manipulation, or exploitation of system errors.
23.4
The Company may suspend, restrict, or terminate the Client's Account where it reasonably suspects abusive trading practices, including but not limited to:
23.5
The Company shall not be liable for any loss resulting from actions taken under this Clause, except where required by Applicable Regulations.
23.6
Where reasonably practicable, the Company will notify the Client of any action taken under this Clause, but failure to provide such notification shall not affect the validity of such action.