NAGA Markets Ltd CLIENT AGREEMENTfiles.naga-markets.com/legal_documentation/Client_Agreement... · This Client Agreement together with its Appendix 1 and any other Appendices added

NAGA Markets Ltd (former Hanseatic Brokerhouse Global Markets Ltd) is regulated by CySEC under license

No. 204/13

Trading CFDs carries risk and could result in the loss of your deposit, please trade wisely

NAGA Markets Ltd

CLIENT AGREEMENT

General Terms & Conditions

1 NAGA Markets Ltd (former Hanseatic Brokerhouse Global Markets Ltd) is regulated by CySEC under license

No. 204/13


Contents

1. Introduction ........................................................................................................................................... 3

2. Interpretation of Terms/Glossary .......................................................................................................... 4

3. Application and Commencement ........................................................................................................ 15

4. Client Categorisation ............................................................................................................................ 16

5. Assessment .......................................................................................................................................... 19

6. Services ................................................................................................................................................ 25

7. Advice and Commentary ...................................................................................................................... 27

8. Platform ............................................................................................................................................... 28

9. Intellectual Property ............................................................................................................................ 29

10. Prohibited Actions .............................................................................................................................. 30

11. Safety ................................................................................................................................................. 31

12. Placement and Execution of Orders .................................................................................................. 32

13. Decline of Client’s Orders .................................................................................................................. 34

14. Events of Default ................................................................................................................................ 35

15. Reporting and Trade Confirmations .................................................................................................. 39

16. Client Money Handling Rules & Safeguarding Clients Funds ............................................................. 40

17. Client Accounts, Deposits and Withdrawals ...................................................................................... 46

18. Inactive and Dormant Client Accounts .............................................................................................. 48

19. Lien ..................................................................................................................................................... 49

20. Netting and Set-Off ............................................................................................................................ 49

21. Company Fees .................................................................................................................................... 49

22. Language ............................................................................................................................................ 49

23. Methods of Communications and Written Notices ........................................................................... 49

24. Personal Data, Confidentiality, Recording of Telephone Calls and Records ...................................... 52

25. Amendments ...................................................................................................................................... 56

26. Termination and Results of Termination ........................................................................................... 59

27. Force Majeure .................................................................................................................................... 62

28. Limitations of Liability and Indemnity................................................................................................ 64

29. Representations and Warranties ....................................................................................................... 67

30. Complaints and Disputes ................................................................................................................... 70

31. Applicable and Governing Law and Applicable Regulations .............................................................. 71

32. Severability ......................................................................................................................................... 71


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33. Non-Exercise of Rights - Waiver ......................................................................................................... 72

34. Assignment ......................................................................................................................................... 72

36. Inducements ...................................................................................................................................... 73

37. Conflicts of Interest ............................................................................................................................ 74

38. Authorised Representative ................................................................................................................ 77

39. Multiple Account Holders .................................................................................................................. 78

40. Bonus ................................................................................................................................................. 78

41. Taxes .................................................................................................................................................. 79

42. Currency Conversion .......................................................................................................................... 79

43. Client Acknowledgments of Risk ........................................................................................................ 79

44. Client Consents .................................................................................................................................. 80

Appendix 1 – CFD TRADING TERMS ......................................................................................................... 82


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1. Introduction

1.1. This Agreement is entered by and between NAGA Markets Ltd (hereinafter called the “Company”

or “us”) on the one part and the Client (which may be a legal entity or a natural person) who has

completed the Account Opening Application Form and has been accepted by the Company as a Client

(“Client” or “you”) on the other part.

1.2. The Company is authorised and regulated by the Cyprus Securities and Exchange Commission

(“CySEC”) as a Cyprus Investment Firm (CIF) following the implementation of the Markets in Financial

Instruments Directive (MiFID) to offer certain Investment and Ancillary Services and Activities under the

Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated

Markets and Other Related Matters Law of 2007, Law 144(I)/2007, as subsequently amended or

replaced from time to time (“the Law”), with CIF license number 204/13. It is registered in Cyprus under

the Companies Law, with registration number HE 251168. Its registered office is at Spyrou Kyprianou,

27, Mesa Geitonia, 4003, Limassol, Cyprus. Further the Company is a Financial Counterparty (FC) with

Legal Entity Identifier (LEI) code 549300MP3SKVBZGRWS47, following the implementation of the

European Market Infrastructure Regulation (EMIR) in the European Union and a Foreign Financial

Institution (FFI) following the implementation of the USA Foreign Account Tax Compliance Act (FATCA)

for information reporting purposes with a Global Intermediary Identification Number (GIIN)

C12KU3.99999.SL.196.

1.3. This Client Agreement together with its Appendix 1 and any other Appendices added thereto and

the following documents, as these may be amended from time to time: “Conflicts of Interest Policy”, “

Best Execution Policy and Policy to Act in the Best Interest of the Client”, “Risk Disclosure and Warnings

Notice”, “Client Categorisation Policy”, “Investor’s Compensation Fund”, “Complaints Policy and

Complaint Reporting Form ”(all together, the “Agreement”) set out the terms upon which the Company

will offer Services to the Client, the rights and obligations of both Parties and also include important

information which we are required as an authorised Cyprus Investment Firm to provide to our

prospective Clients under Applicable Regulations. By applying for our services, you are consenting to the

terms and conditions of all the above mentioned documents which form the Agreement and it means

that in the event that you are accepted by us as our Client, you and us shall be bound by these terms

and conditions. For this reason, you are advised to read all the above mentioned documents which form

the Agreement and any other letters or notices sent by us carefully and make sure that you understand,


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accept and agree with them before entering into an agreement with us. You are also advised to read

our “Terms and Conditions for the use of the Website” and “Privacy Policy”.

1.4. The Agreement overrides any other agreements, arrangements, express or implied statements

made by the Company or any Introducer(s).

1.5. The Agreement shall be binding upon and shall inure to the benefit of the parties and their

permitted successors and assigns.

1.6. If you are a consumer (and not a corporate Client) and we do not meet face to face to conclude this

Agreement, but instead our communication is done through a website, as over the telephone, or by

written correspondence (including e-mail), then the Distance Marketing of Consumer Financial Services

Law N. 242(I)/2004, as this may be amended from time to time, applies on the documents that form the

Agreement between you and us and are provided on the Company’s official website. The Distance

Marketing of Consumer Financial Services Law N. 242(I)/2004, as this may be amended from time to

time, implements the EU Directive 2002/65/EC, according to which, signing the Agreement physically is

not required, however, the Agreement is having the same judicial power and rights as a regular

physically signed Agreement.

1.7. Physical signature of the Agreement is not required but if you wish to have it signed you should two

copies of the Agreement sign them and sent them back to us. We shall keep one copy for our records

and send you back the other one signed by us as well.

2. Interpretation of Terms/Glossary

2.1. In this Agreement, the following words and expressions shall have the following meaning:

“Abusive Trading” shall include any of the following actions such as, but not limited to placing “buy

stop” and/or “sell stop” Orders prior to the release of financial data and news related to the Underlying

Market, arbitrage, manipulations, a combination of faster/slower feeds, abuse of the cancelation of

trades feature available on the Platform, the use (without the prior and express written consent of the

Company) of any software/system (e.g. Expert Advisor(s), Trading systems/programms, robots, spiders

and/or any automated data entry system) with the Platform, the use (without the prior and express

written consent of the Company) of any software/system, which applies artificial intelligence analysis

to the to the Company’s systems and /or Platform(s) and/or Client Account.


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“Access Data” shall mean the Login and Password of the Client, which are required so as to have access

on and use the Platform(s) and the telephone password, which is required so as to place Orders via

phone and any other secret codes issued by the Company to the Client.

“Account Opening Application Form” shall mean the application form/questionnaire completed by the

Client in order to apply for the Company’s Services under this Agreement and a Client Account, via which

form/questionnaire the Company will obtain amongst other things information for the Client’s

identification and due diligence, his categorization and appropriateness or suitability (as applicable) in

accordance with the Applicable Regulations.

“Affiliate” shall mean in relation to the Company, any entity which directly or indirectly controls or is

controlled by the Company, or any entity directly or indirectly under common control with the Company;

and “control” means the power to direct or the presence of ground to manage the affairs of the

Company or entity.

“Agreement” shall mean this “Client Agreement” together with its Appendix 1 and any other

Appendices added thereto and the following documents: “Conflicts of Interest Policy”, “ Best Execution

Policy and Policy to Act in the Best Interest of the Client”, “Risk Disclosure and Warnings Notice”, “Client

Categorisation Policy”, “Investor’s Compensation Fund”, “ Complaints Policy and Complaint Reporting

Form”, as these may be amended from time to time and made publicly available by the Company within

the Company’s official website for which the Client consents and agrees that the latest versions of the

Agreement and relative Policies published on the Company’s official website shall prevail.

“Applicable Regulations” shall mean (a) CySEC Rules or any other rules of a relevant regulatory authority

having powers over the Company; (b) the Rules of the relevant Market; and (c) all other applicable Laws,

Rules and Regulations of Cyprus or of the European Union.

“Ask” shall mean the higher price in a Quote at which the price the Client may buy.

“Authorised Representative” shall mean the person of paragraph 38.1 of this Client Agreement.

“Balance” shall mean the total financial result in the Client Account after the last Completed Transaction

and depositing/withdrawal operation at any period of time.

“Base Currency” shall mean the first currency in the Currency Pair against which the Client buys or sells

the Quote Currency.

“Bid” shall mean the lower price in a Quote at which the Client may sell.


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“Business Day” shall mean any day, other than a Saturday or a Sunday, or the 25th of December, or the

1st of January or any other Cyprus or international holidays to be announced on the Company’s Website.

“Client Account” shall mean the unique personalised trading account of the Client consisting of all

Completed Transactions, Open Positions and Orders on the Platform, the Balance of the Client money

and deposit/withdrawal transactions of the Client money.

“Client Bank Account” shall mean an account held in the name of the Client with a Bank and/or other

institution and/or any electronic payment provider and/or a credit card processor; and/or an account

held on the name of the Company on behalf of the Client with a Bank and/or other institution and/or

any electronic payment provider and/or a credit card processor.

“Client Money” shall mean any money that the Company receives from the Client and/or may hold for

and/or on behalf of the Client subject to Client money safeguarding provisions in accordance with

applicable legislation and in the course of, and/or in connection with, the services provided by the

Company.

“Closed Position” shall mean any CFD position which has been closed. In relation to CFD trading this

may be a Long Position or a Short Position which is a Completed Transaction.

“Completed Transaction” in a CFD shall mean two counter deals of the same size (opening a position

and closing a position): buy then sell and vice versa.

“Contract for Differences” (“CFD”) shall mean a contract, which is a contract for differences by

reference to variations in the price of an Underlying Asset. A CFD is a Financial Instrument.

“Contract Specifications” shall mean the principal trading terms in CFD (for example Spread, Swaps, Lot

Size, Initial Margin, Necessary Margin, Hedged Margin, the minimum level for placing Stop Loss, Take

Profit and Limit Orders, financing charges, charges etc.) for each type of CFD as determined by the

Company from time to time. The Contract Specifications appear on the Website

(www.nagamarkets.com ) and/or Platform.

“Currency of the Client Account” shall mean the currency that the Client Account as offered by the

Company from time to time.

“Currency Pair” shall mean the object or Underlying Asset of a CFD Transaction based on the change in

the value of one currency against the other. A Currency Pair consists of two currencies (the Quote


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Currency and the Base Currency) and shows how much of the Quote currency is needed to purchase

one unit of the Base Currency.

“Custodian” means a credit institution providing custody, registration and/or settlement services for

money and Securities, a brokerage company holding the respective license, a depository or a settlement

system used by the Company.

“CySEC” shall mean the Cyprus Securities and Exchange Commission, which is the Company’s

Supervisory Authority/Regulator.

“CySEC Rules” shall mean the Rules, Directives, Circulars, Regulations, Guidance notes, Opinions or

Recommendations of CySEC.

“Eligible Counterparty” shall mean an “Eligible Counterparty” for the purposes of the CySEC Rules, as

specified in the document “Client Categorisation Policy” following the implementation of the Markets

in Financial Instruments Directive (MiFID) in the European Union and in accordance with the Investment

Services and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007), as this may be amended

from time to time, in Cyprus

“EMIR” shall mean The European Markets and Infrastructure Regulation as this may be amended from

time to time;

“Equity” shall mean the Balance plus or minus any Floating Profit or Loss that derives from an Open

Position and shall be calculated as: Equity = Balance + Floating Profit - Floating Loss.

“Essential Details” shall mean the required details in order for the Company to be able to place the

Order for example but not limited to the type of Underlying Asset, Direction (Buy/or Sell), Opening price,

Closing price, style of the Order, the volume, if the Client places a Pending Order (limit or stop) the Client

will indicate the intended price in which the Order will go in the market and any Stop Loss and or Take

Profit etc.

“Event of Default” shall have the meaning given in paragraph 14.1 of the Client Agreement.

“Expert Advisor” shall mean a mechanical online trading system designed to automate trading activities

on an electronic trading platform. It can be programmed to alert the Client of a trading opportunity and

can also trade his account automatically managing all aspects of trading operations from sending orders

directly to the Platform to automatically adjusting stop loss, trailing stops and take profit levels.


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“Extraordinary Cases” shall mean that the company is reacting on external factors.

“FATCA” shall mean The Foreign Account Tax Compliance Act as this may be amended from time to

time;

“Financial Instrument” shall mean the Financial Instruments under the Company’s CIF license which can

be found in the document “Company Information”. It is understood that the Company does not

necessarily offer all the Financial Instruments which appear on its CIF license but only those marketed

on its Website, from time to time.

“Floating Profit/Loss” in a CFD shall mean current profit/loss on Open Positions calculated at the current

Quotes (added any commissions or fees if applicable).

“FFI” shall mean Foreign Financial Institution as per the FATCA

“Force Majeure Event” shall have the meaning as set out in Clause 27 of the Client Agreement.

“Free Margin” shall mean the amount of funds available in the Client Account, which may be used to

open a position or maintain an Open Position. Free Margin shall be calculated as: Equity less (minus)

Used Margin [Free margin = Equity- Used Margin].

“Hedged Margin” for CFD trading shall mean the necessary margin required by the Company so as to

open and maintain Matched Hedged Positions.

“Hedged Positions” for CFD trading shall mean Long and Short Positions of the same Transaction Size

opened on the Client Account for the same CFD.

“Initial Margin” for CFD trading shall mean the necessary margin required by the Company so as to open

a position.

“Introducer” shall have the meaning as set put in paragraph 35.1 of the Client Agreement.

“Investment Services” shall mean the Investment Services under the Company’s CIF license which can

be found in the document “Company Information” and in accordance with Clause 6 herein.

“Leverage” for CFD trading shall mean a ratio in respect of Transaction Size and Initial Margin. 1:100

ratio means that in order to open a position, the Initial Margin is one hundred times less than the

Transactions Size.


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“Liquidity Provider” shall mean any financial institution, bank, systematic internaliser, a prime broker,

market maker who 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 and/or facilitate the execution of transactions in Financial instruments; Liquidity provider

will offer different spreads for different pairs and different volumes for each pair.

“Long (Buy) Position” for CFD trading shall mean a buy position that appreciates in value if underlying

market prices increase. For example, in respect of Currency Pairs: buying the Base Currency against the

Quote Currency.

“Lot” shall mean a unit measuring the Transaction amount specified for each Underlying Asset of a CFD.

“Lot Size” shall mean the number Underlying Assets in one Lot in a CFD.

“Margin” shall mean the necessary guarantee funds so as to open or maintain Open Positions in a CFD

Transaction.

“Margin Call” shall mean the situation when Margin Level in Client’s Account reaches 100% and the

Company informs the Client on the trading platform to deposit additional Margin when the Client does

not have enough Margin to open new positions.

“Margin Level” for CFD trading shall mean the percentage ratio of Equity to Used Margin. It is calculated

as: Margin Level = (Equity / Used Margin) x 100%.

“Margin Trading” for CFD trading shall mean Leverage trading when the Client may make Transactions

having less funds on the Client Account in comparison with the Transaction Size; i.e. the practice where

the Client makes a cash down payment (Margin) with the Company and maintains an amount of money

according to Margin Level giving him the right to place Orders in Foreign Exchange worth more than the

Margin.

“Margin Ratio Level” (Current/Actual) shall mean the current/actual percentage of Cash maintained by

the Client in relation to Equity. It is calculated as: Margin Ratio Level (Current/Actual) = Actual Cash

maintained for Margin Trading / Equity.

“Maintenance Margin” shall mean the Margin Level calculated by the Company at a certain moment of

time that is required to maintain Client’s Open Positions as set out in Appendix 1 hereof;


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“Margin Requirements” shall mean the requirements set out by the Company in respect of the amount

of money necessary to open and maintain Open Positions. Margin Requirements include the Initial and

Maintenance Margin Requirements as set out in Appendix 1 hereof. Margin Requirements always relate

to each individual client account and must be covered by margins available thereon;

“MiFID” shall mean The Markets in Financial Instruments Directive as this may be amended from time

to time

“Negative Balance” for CFD trading shall mean the total negative financial amount in the Client Trading

Account owed by the Client to the Company.

“Normal Market Size” for CFD trading shall mean the maximum number of units of the Underlying Asset

that are transmitted by the Company for execution.

“Open Position” shall mean any open CFD Position which has not been closed. In relation to CFD trading

this may be a Long Position or a Short Position which is not a Completed Transaction.

“Order” shall mean an instruction from the Client to trade in CFDs as the case may be.

“Order Level” for CFD trading shall mean the price indicated in the Order.

“Outsourcing” means an arrangement of any form between the Company and a service provider by

which that service provider performs a process, a service or an activity which would otherwise be

undertaken by the Company itself;

“Parties” shall mean the parties to this Client Agreement – i.e. the Company and the Client.

“Pending Order” shall mean a Buy Limit, a Buy Stop, a Sell Limit, and a Sell Stop order.

“Platform” shall mean the electronic mechanism operated and maintained by the Company, consisting

of a trading platform, computer devices, software, databases, telecommunication hardware, programs

and technical facilities, which facilitates trading activity of the Client in Financial Instruments via the

Client Account.

“Politically Exposed Persons” shall mean the natural persons who are or have been entrusted with

prominent public functions in the Republic of Cyprus (i.e. Domestic) and/or any other country (i.e.

Foreign) and their immediate family members or persons known to be close associates of such persons

& includes the following:


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A) natural persons who are or have been entrusted with prominent public functions in the Republic of

Cyprus or abroad, namely: heads of State, heads of government, ministers and deputy or assistant

ministers; members of parliaments; members of supreme courts, of constitutional courts or of other

high-level judicial bodies whose decisions are not subject to further appeal, except in exceptional

circumstances; members of courts of auditors or of the boards of central banks; ambassadors, chargés

d’ affaires and high-ranking officers in the armed forces; members of the administrative, management

or supervisory bodies of State-owned enterprises. None of the categories set out in the above shall be

understood as covering middle ranking or more junior officials. Further, where a person has ceased to

be entrusted with a prominent public function within the meaning of the above definition for a period

of at least one year in any country, such persons shall not be considered a Politically Exposed Person.

B) The immediate family members of such persons as set out under definition A above herein, which

means: the spouse or the person with which cohabit for at least one year and any partner considered

by National Law as equivalent to the spouse; the children and their spouses or persons with which

cohabit for at least one year and any partner considered by National Law as equivalent to the spouse;

and the parents.

C) Persons known to be close associates of such persons as set out under definition A above herein,

which means: any natural person who is known to have joint beneficial ownership of legal entities or

legal arrangements, or any other close business relations, with a person referred to in definition A; any

natural person who has sole beneficial ownership of a legal entity or legal arrangement which is known

to have been set up for the benefit de facto of the person referred to in definition A above herein.

“Professional Client” shall mean a “Professional Client” for the purposes of CySEC Rules, as specified in

the document “Client Categorisation Policy” following the implementation of the Markets in Financial

Instruments Directive (MiFID) in the European Union and in accordance with the Investment Services

and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007), as this may be amended from time

to time, in Cyprus.

“Quote” shall mean the information of the current price for a specific Underlying Asset, in the form of

the Bid and Ask prices.

“Quote Currency” shall mean the second currency in the Currency Pair which can be bought or sold by

the Client for the Base Currency.


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“Quotes Base” in relation to CFD trading shall mean Quotes Flow information stored on the Server.

“Quotes Flow” shall mean the stream of Quotes in the Platform for each CFD.

“Regulated Market” shall mean the multilateral system managed or operated by a market operator and

which brings together or facilitates the bringing together of multiple third-party buying or/and selling

interests in financial instruments - in the system and in accordance with its non-discretionary rules - in

a way that results in a contract, in respect of the financial instruments admitted to trading under its

rules or/and systems, and which is authorised and functions regularly in accordance with the provisions

of Law 144(I)/2007 or respective legislation of other member states that are enacted in compliance with

Directive 2004/39/EC;

“Retail Client” shall mean a “Retail Client” for the purposes of the CySEC Rules, as specified in the

document “Client Categorisation Policy” following the implementation of the Markets in Financial

Instruments Directive (MiFID) in the European Union and in accordance with the Investment Services

and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007), as this may be amended from time

to time, in Cyprus.

“Services” shall mean the services to be offered by the Company to the Client under this Agreement, as

set out in paragraph 6.2 of this Client Agreement.

“Short (Sell) Position” for CFD trading shall mean a sell position that appreciates in value if underlying

market prices fall. For example, in respect of Currency Pairs: selling the Base Currency against the Quote

Currency. Short Position is the opposite of a Long Position.

“Slippage” shall mean the difference between the requested price of a Transaction in a CFD, and the

price the Transaction is actually executed at. Slippage often occurs during periods of higher volatility

(for example due to news events) making an Order at a specific price impossible to execute, when

market orders are used, and also when large Orders are executed when there may not be enough

interest at the desired price level to maintain the expected price of trade.

“Spread” for CFD trading shall mean the difference between Ask and Bid of an Underlying Asset in a CFD

at that same moment.

"Stop Loss" shall mean an instruction that is attached to a pending order or market order for minimising

loss.


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“Stop Out” shall mean the liquidation of a position when the Client’s Account Margin Level drops below

50%. The Margin Level may be changed by the Company to match the one provided by the Liquidity

Provider(s) and/or at the Company’s own discretion.

“Swap or Rollover” for CFD trading shall mean the interest added or deducted for holding a position

open overnight.

“Take Profit” shall mean an instruction that is attached to a pending order or market order for realizing

profits

“Trading Account” and/or “Trading Accounts” shall mean the Client Account and/or the special

personal account and/or accounts of a Client that have a unique number or numbers for internal

calculation and customer deposits, opened by the Company in the name of the Client.

“Trailing Stop” in CFD trading shall mean a stop-loss order set at a percentage level below the market

price - for a long position. The trailing stop price is adjusted as the price fluctuates. A sell trailing stop

order sets the stop price at a fixed amount below the market price with an attached "trailing" amount.

As the market price rises, the stop price rises by the trail amount, but if the pair price falls, the stop loss

price doesn't change, and a market order is submitted when the stop price is hit.

“Transaction” shall mean a transaction of the Client in a CFD.

“Transaction Size” for CFD trading shall mean Lot Size multiplied by number of Lots.

“Underlying Asset” shall mean the object or underlying asset in a CFD which may be Currency Pairs,

Metals, Stock Indices, Commodities, Metals, Stocks, Futures or as determined by the Company from

time to time and made available on its Website.

“Underlying Market” shall mean the relevant market where the Underlying Asset of a CFD is traded.

“Used Margin” for CFD trading shall mean the necessary margin required by the Company so as Open

Positions and or to maintain Open Positions.

“US Reportable Persons” have the meaning in accordance to FATCA, namely:

a) a US citizen (including dual citizen)

b) a US resident alien for tax purposes

c) a domestic partnership


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d) a domestic corporation

e) any estate other than a foreign estate

f) any trust if:

i. a court within the United States is able to exercise primary supervision over the

administration of the trust;

ii. one or more United States persons have the authority to control all substantial decisions of

the trust;

iii. any other person that is not a foreign person.

“Website” shall mean the Company’s website at www.nagamarkets.com such other website as the

Company may maintain from time to time.

“Written Notice” shall have the meaning set out in Clause 23 of this Client Agreement.

2.2. Words importing the singular shall import the plural and vice versa. Words importing the masculine

shall import the feminine and vice versa. Words denoting persons include corporations, partnerships,

other unincorporated bodies and all other legal entities and vice versa.

2.3. Paragraph headings are for ease of reference only.

2.4. Any reference to any act or regulation or Law shall be that act or regulation or Law as amended,

modified, supplemented, consolidated, re-enacted or replaced from time to time, all guidance noted,

directives, circulars, statutory instruments, regulations or orders made pursuant to such and any

statutory provision of which that statutory provision is a re-enactment, replacement or modification.

2.5. This Agreement sets out the basis on which the Company agrees to provide Investment and/or

Ancillary Services in relation to Financial Instruments to its Clients. Depending on the Investment

Service(s) and/or Financial Instrument(s), the Company will be subject to, among other things, as

applicable, the Regulations, the protection of Personal Data Law and other codes of conduct and/or

circulars applicable for the provision of relevant services issued by CySEC.

2.6. This Agreement should be read in its entirely in deciding whether the Client should acquire and/or

continues to hold any Financial Instruments in accordance with the Investment and/or Ancillary Services

in relation to Financial Instruments provided by the Company accordingly.


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2.7 This Agreement is provided to assist the Client in making an informed decision about the Company,

its Investment and/or Ancillary Services in relation to Financial Instruments provided by the Company

and the risks related to the provision of the Investment and/or Ancillary Services in relation to Financial

Instruments and applies to both Retail and Professional Clients.

3. Application and Commencement

3.1. After the Client fills in and submits the Account Opening Application Form together with all the

required identification documentation required by the Company for its own internal checks, the

Company will send him a notice informing him whether he has been accepted as a Client of the

Company. It is understood that the Company is not to be required (and may be unable under Applicable

Regulations) to accept a person as its Client until all documentation it requires has been received by the

Company, properly and fully completed by the Client and all internal Company checks (including without

limitation anti-money laundering checks, appropriateness and/or suitability tests as the case may be)

have been satisfied. It is further understood that the Company reserves the right to impose additional

due diligence requirements to accept Clients residing in certain countries.

3.2 The Company shall have the right under Applicable Regulations, but under no circumstances is

compelled, to accept a person as its client if all documentation is complete, except the proof of address.

In such cases, the Company shall notify by e-mail the Client that his Client Account has been set to a

Limited State.

The Client accepts that from the date of the notification, has 15 natural days to provide the Company

with the missing documentation. During such period, the Client is able to deposit a total amount of 2

000 (two thousand) in the Account Currency and cannot request withdrawals. If client provides the

missing documentation in due time, the Company shall update the Client´s Account status in a

reasonable time and shall inform the Client that the deposit limit has been lifted and that the withdrawal

option has been enabled. If the Client has not provided the missing documentation in due time, on the

15th natural day the Company shall close all existing open positions (the time of of the closing of the

open positions is at the discretion of the Company), refund the remaining Balance, disable and/or void

any Access Data the Company has given to the Client until such date and terminate the Business

Relationship. If the 15th day is not a Business Day, then the Company shall take the mentioned actions

on the last Business Day previous to the 15th one.


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3.3. The Agreement shall take effect and commence upon the receipt by the Client of a notice sent by

the Company informing the Client that he has been accepted as the Company’s Client and that a Client

Account has been opened for him. If the Client meets with the Company face to face to conclude the

Agreement, then the Agreement shall come into force and effect on signature date.

4. Client Categorisation

4.1. According to Applicable Regulations, the Company has to categorise its Clients in one of the

following categories: Retail Client, Professional Client and certain Professional Clients may be further

categorised as an Eligible Counterparty. The categorisation is undertaken on the basis of objective

criteria and shall depend on the information provided by the Client in his Account Opening Application

Form and according to the method of categorisation as this method is explained under the document

“Client Categorisation Policy”. By accepting this Agreement, the Client accepts application of such

method. The Company will inform the Client of his categorisation as a Retail Client or Professional Client

or, as the case may be, Eligible Counterparty according to Applicable Regulations. The Client has the

right to request different categorisation.

4.2. The Client accepts that when the Company is categorising the Client and dealing with him, the

Company will rely on the accuracy, completeness and correctness of the information provided by the

Client in his Account Opening Application Form and the Client has the responsibility to immediately

notify the Company in writing if such information changes at any time thereafter. It is noted that

different rules and different levels of protection apply to Clients depending on their categorisation. The

Client accepts that he may be put in different categories for particular investment services and/or

transactions and/or types of transactions and/or products.

4.3. The Company shall have the right to review the Client’s Categorisation, according to Applicable

Regulations and inform the Client accordingly of the change before it comes into effect by providing the

Client with advance notice of at least five (5) Business Days. The Client has the right to request a different

client categorisation.

4.4. Where the Company has categorised a Client as a Retail Client, the Client may ask the Company in

writing at any time to be treated as a professional client (and hence may lose certain protection and

investor compensation rights), either generally and/or in respect of a particular investment service

and/or transaction and/or type of transaction and/or product. The Company, however, at its discretion,

may decide not to take into consideration such request. Should the Company agree to take into


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consideration such a request by the Client, it will, upon receipt of such request, assess whether the

Client meets the objectives of the ‘opt up’ conditions. The Company will further assess the expertise,

experience and knowledge of the Client and/or any other element that the Company deems to be

appropriate and in accordance with the information provided by the Client. In the course of the above

mentioned Company’s assessment, as a minimum, two of the following criteria should be satisfied,

following which the Company will notify the Client if and when it agrees to categorise the Client as a

Professional Client:

i. the Client has carried out transactions, in significant size, on the relevant market at an average

frequency of 10 per quarter over the previous four quarters; and/or

ii. the size of the Client's financial instrument portfolio, defined as including cash deposits and/or

financial instruments exceeds EUR 500 000; and/or

iii. the Client works and/or has worked in the financial sector for at least one year in a professional

position, which requires knowledge of the transactions or services envisaged.

4.4.1 It is further understood that if the Client is categorised as a Professional Client, the Client will lose

the protection afforded by certain CySEC Rules. This may include, but is not limited to:

a) the requirement for the Company to act in accordance with the Client’s best interests;

b) the Company’s obligation to provide appropriate information to the Client before providing the

Services;

c) the restriction on the payment or receipt by the Company of any inducements;

d) the Company’s obligation to ensure that all information it provides to the Client is fair, clear and

not misleading;

e) the requirement that the Client receives from the Company adequate reports on the Services

provided to him; and

f) the cover under the Investor Compensation Fund.

4.5. Where the Company has categorised a Client as a Professional Client which meets the ‘opt-up’

conditions, the Client may, with his express consent, be treated as an Eligible Counterparty either for all

services for which such ‘opt-up’ is permitted by Law and/or in respect of a particular investment service

and/or transaction and/or type of transaction and/or product.


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4.5.1 It is further understood that if the Client is categorised as an Eligible Counterparty, in addition to

the above mentioned protections lost for Professional Clients, the Client categorised as an Eligible

Counterparty will lose additional protection afforded by certain CySEC Rules as stated below. This may

include, but is not limited to:

a) the Company’s obligation to comply with the provisions of the Law on conduct of business

obligations when providing services to Clients;

b) the Company’s obligation to execute orders on terms most favourable to the Client; and

c) the Company’s obligation to provide for the prompt, fair and expeditious execution of its client

orders, relative to other client orders.

4.6. Where the Company has categorised a Client as a Professional Client, the Client may ask the

Company in writing at any time to ‘opt-down’ and be treated as a Retail Client (and hence benefit from

the higher level of protection of Retail Clients). Likewise, an Eligible Counterparty may, at any time,

request the Company to be treated as a Professional Client or as a Retail Client. Should the Company

accept such a Client request, the Client shall enter into a separate written agreement with the Company

which will specify the particular services and/or transactions and/or the types of products and/or

transactions to which the ‘opt-down’ applies.

4.7. Professional Clients and Eligible Counterparties are responsible for keeping the Company informed

of any change which could affect their categorisation as professional clients or eligible counterparties.

Should the Company become aware that a Professional Client/Eligible Counterparty no longer fulfils the

initial conditions that made him eligible for a Professional Client/Eligible Counterparty treatment, the

Company may take appropriate action, including re-categorising the Client as a Professional Client

and/or a Retail Client accordingly.

4.8. The Client, in accordance with MiFID, EMIR and FATCA applicable legislation, is bound by the

method of categorisation as this method is explained thoroughly in the Company’s official website under

the title “Client Categorisation Policy”. Further, and without limiting the foregoing, the Company, is

required to comply based on the Intergovernmental Agreement between Cyprus and the United States

and has taken all reasonable steps to be considered in compliance with FATCA. The Client acknowledges

and accepts that the Company, as an FFI, is required to disclose information in relation to any US

reportable person(s) to the relevant authorities, as per the reporting requirements of FATCA.


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5. Assessment

5.1. In providing the investment Service of Reception and Transmission and Execution or dealing in own

account of Client Orders (as described in paragraphs 6.1 and 6.2 of this Client Agreement), the Company

is obliged under Applicable Regulations to seek information from a Client or potential Client regarding

his knowledge and experience in the investment field relevant to the specific type of investment service

or Financial Instrument offered or demanded, so as to enable the Company to assess whether the

investment service or Financial Instrument is appropriate for the Client. Where the Client or potential

Client elects not to provide the information regarding his knowledge and experience, or where he

provides insufficient information regarding his knowledge and experience, the Company will not be able

to determine whether the service or Financial Instrument is appropriate for him. The Company shall

assume that information about his knowledge and experience provided from the Client to the Company

is accurate and complete and the Company shall have no responsibility to the Client if such information

is incomplete or misleading or changes or becomes inaccurate and the Company will be deemed to have

performed its obligations under Applicable Regulations, unless the Client has informed the Company of

such changes.

5.2. Appropriateness

In accordance with current applicable regulatory and statutory legislative rules and requirements, the

Company is required to apply an Appropriateness Test which main objective is to obtain such

information as is deemed necessary for the Company to assess whether the Client has the necessary

experience and knowledge in order to understand the risks involved in the investment product and/or

in the investment service, to which requirement the Client explicitly consents herein.

The "Appropriateness Test" is a regulatory requirement which aims to increase investor protection in

the non-advised market. It applies in relation to the application of the following MiFID provisions,

namely;

• Articles 19(5) and (6) of MiFID (2004/39/EC) &

• Articles 36-38 of the MiFID Implementing Directive (2006/73/EC).

The requirements do not apply to Eligible Counterparties. In addition, the Company may assume that a

Professional Client has the necessary knowledge and experience to understand the risks involved


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relating to the specific product and/or service for which they are classified as ‘Professional’. Where

applicable the Company will require from the Client to provide information regarding their knowledge

and experience in the investment field, relevant to the specific type of product and/or service offered,

to enable the Company to assess whether the service and/or product is appropriate for the Client and

prior to the provision of investment and / or ancillary services to Clients.

5.2.1. The Company is not obliged to perform the Appropriateness Test prior to the provision of

Investment and/or Ancillary Services in relation to Financial Instruments for specific type of transactions

only if it has previously received all the information required by the Law so as to assess the suitability of

the Clients’ investment decisions for the specific type of transactions. Further, the Company may

request from the Client to re-perform the Appropriateness Test in cases where a substantial and/or

material change, in the initial information provided by the Client, has occurred. As such, the Company

encourages Clients and/or potential Clients to provide all required information in order to assess their

suitability to take investment decisions and the appropriateness of the financial instruments they wish

to invest into.

5.2.2. The Company relies on the information provided by the Clients and/or potential Clients and it has

no responsibility unless it is aware and/or ought to have been aware that the information provided by

the Client and/or potential Client is manifestly out of date, inaccurate and/or incomplete. Subject always

to any applicable obligations in the Regulations, the Client is responsible for making an independent

appraisal and investigation into the risks of a particular transaction he wishes to invest into.

5.2.3. The Company further gives no warranty as to the appropriateness of the Investment and/or

Ancillary Services in relation to Financial Instruments and assumes no fiduciary duty in its relations with

the Client. Where applicable to the categorisation of the Client and only in relation to the Investment

and/or Ancillary Services in relation to Financial Instruments subject to the Regulations, the Company

will assess the appropriateness of proposed Investment and/or Ancillary Services in relation to Financial

Instruments offered to the Client. The Company will further warn the Client if it concludes that a

particular Investment and/or Ancillary Services in relation to Financial Instruments is not appropriate

for the Client, subject to the Client providing sufficient information to allow the Company to conduct

the assessment of appropriateness.

5.2.4. Information about knowledge and experience


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Under Article 37 of MiFID, where the appropriateness test applies (i.e. other than for execution-only

transactions), the Company will need to ask for the following information from a Client:

• the types of services and products with which the client is familiar;

• the nature, volume and frequency of the client’s previous transactions;

• the client’s level of education; and

• the client’s profession and/or former profession.

However, this is not an exhaustive and/or definitive list of information gathering requirements. MiFID

provides that the precise components and rigour of information gathering and assessment will vary

according to the nature of the Client, the nature and/or extent of the service to be provided and the

type of product and/or transaction envisaged, including their complexity and the risks involved. The

Company may also use existing information it has (unless it is aware that the information is manifestly

out of date, inaccurate or incomplete) without requesting more from the client, if it is satisfied it has

the necessary information to satisfy the appropriateness test.

The Client further understands, accepts and agrees as per Article 19(6) (together with Article 38 of MiFID

implementing Directive), there is an exemption from the appropriateness test for certain types of

‘execution-only’ business. However, this is currently only available if all of the following conditions are

met:

a) the service consists only of the execution and/or the reception and transmission of orders

involving shares admitted to trading on a regulated market or in an equivalent third country

market, money market instruments, bonds or other forms of securitised debt (excluding those

bonds or other securitised debt that embed a derivative), UCITS and other noncomplex financial

instruments; and

b) the service is provided ‘at the initiative of the client or potential client’; and

c) the client or potential client has been clearly informed that in the provision of this service the

investment firm is not required to assess the suitability of the financial instrument or service

provided or offered, and that therefore the client does not benefit from the corresponding

protection of the relevant conduct of business rules; and

d) the investment firm complies with its obligations under Article 18 of MiFID (conflicts of interest).


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5.2.5. As such, the Company follows internal processes and procedures (i) to distinguish between

‘complex’ and ‘non-complex’ products (which may already have been done at the product design stage);

(ii) to identify whether contact with the client is at the initiative of the Company; and (iii) to ensure that

necessary warnings have been provided.

5.2.5.1. The Company performs the Appropriateness Test for Clients categorised as “Retail” Clients and

in relation to complex financial instruments during the provision of the following investment services:

• Reception & transmission of orders;

• Execution of orders;

• Dealing on Own Account

5.2.5.2 Process of reception, transmission and execution of orders in non-complex financial

instruments

In the cases where the Company provides services of Reception & transmission and Execution of orders

in non-complex financial instruments (such as shares admitted to trading on a regulated market or in

an equivalent third country market, money market instruments, bonds and undertakings for collective

investment in transferable securities) admitted to trading on a regulated market or in an equivalent

third country market and the service is provided at Client’s initiative, the Company is not required to

either obtain information from the Client regarding his knowledge and experience and/or his financial

situation and/or his investment objectives so as to enable the Company to make an assessment as to

the appropriateness of the Financial Instrument or Service provided or offered. As such, the Client

herewith understands, accepts and agrees that he will not benefit from the protection of the relevant

rules requiring the Company to assess the appropriateness of the product, Service or Transaction for

the Client as the Company is not required to perform appropriateness test for the Retail Client, given

that the following conditions are met:

• the service is provided on the initiative of the Client or potential Client;

• the Company informs the Client that is not required to assess the appropriateness of the

financial

instrument and/or the service provided;


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• the Company informs the Client that he is not subject to protection according to the

predetermined

conduct rules, policies and procedures; and

• the Company complies with its obligations with regard to conflicts of interest.

5.2.5.3. Process of reception, transmission and execution of orders in complex financial instruments

In the cases where the Company provides the services of Reception & transmission and Execution of

orders for buying or selling complex financial instruments (such as those financial instruments which

contain derivatives) , the Company is required to make an assessment as to whether the product and/or

service being provided and/or offered is appropriate for the Client, The Appropriateness Test is

performed on the provided services to Retail Clients, by deriving information regarding their experience

level and knowledge that would enable them to understand the risks related to the requested

transaction.

Should following the Appropriateness Test the Company considers the financial instrument, in relation

to the services provided, appropriate, in relation to the services provided to the specific Client, then the

service is properly provided to the Client. In this case, the elements to be assessed will be the Client’s

knowledge and experience in the investment sector relating to that particular category of financial

instrument offered or required, so as to secure that the Client is aware of any risks.

Should following the Appropriateness Test the Company considers the financial instrument, in relation

to the services provided, not appropriate, in relation to the services provided to the specific Client, then

the Company warns the Client accordingly through a disclaimer/on-line or electronic notification. Should

the Client insist on receiving services in relation to the specific financial instrument the Company can

only proceed after having warned the client that the Company is not responsible for the risks resulting

from the execution of the specific transaction and the provision of these services and only after having

received specific and written instructions by the Client. In any other case, the Company will not execute

the order.

5.2.6. Warning to Clients


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Under MiFID, where the Company considers, on the basis of the information received from the Client,

that the product and/or service in relation to the Investment and/or Ancillary Services in relation to

Financial Instruments is not appropriate for the Client, the Company will warn the client accordingly.

This warning may be provided in a standardised format, disclaimer and/or on-line or electronic

notification.

Should the Client elect not to provide the information to enable the Company to assess appropriateness,

or should he provides insufficient information regarding his knowledge and experience, the Company

will warn the client that such a decision will not allow the Company to determine whether the service

and/or product envisaged is appropriate for the client. This warning may also be provided in a

standardised format, disclaimer and/or on-line or electronic notification.

Should the Client request from the Company to proceed with a transaction, in spite of being given a

warning by the Company, it will be on the discretion of the Company to consider further whether to

proceed in the circumstances, taking always into account and into consideration the particular risks for

the Client as well as the nature of the service and/or the type of product and/or transaction.

Where the Client is a Professional Client and/or an Eligible Counterparty, the Company is entitled to

assume that the Client has the necessary experience and knowledge to enable the Client to understand

the risks involved in relation to those particular investment services or transactions, or types of

transaction and/or product, for which the Client has been classified as a Professional Client and/or an

Eligible Counterparty. If the Client does not consider having the necessary knowledge and experience,

the Client must inform the Company prior to the provision of such product and/or service and provide

the Company with any available information as to the level of his knowledge and experience. Should

the Client fail to do so, the Company accepts no liability in such circumstances.

The Client explicitly and irrevocably consents and accepts that there are risks associated with trading

and/or possession of given financial instruments, the potential leverage effect for these instruments,

the risk of loss of all invested means, and/or potential loss of the amount in excess of originally invested

means, the amount of commissions and/or other mandatory fees, foreign exchange risk related to

carried out investments and settled in foreign currencies, investment risk in volatile financial

instruments and/or instruments without adequate liquidity.


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6. Services

6.1. The Client is provided with Access Data to enable the Client trade in Financial Instruments (i.e. CFDs)

on the Company’s electronic Platform. All Orders placed on the Platform are executed according to the

Best Execution Policy and Policy to Act in the Best Interest of the Client.

6.2. Provision of Services

The Investment and/or Ancillary Services in relation to Financial Instruments provided by the Company

will only be provide to Clients that are over 18 (eighteen) years of age, have full legal capacity and have

no legal limitation for entering into a business relationship and/or opening an Account with the

Company.

The principal activities of the Company relate to the provision of the following Investment and/or

Ancillary Services in relation to Financial Instruments in accordance with the provisions of the applicable

Law, Regulations and requirements of CySEC as these may be amended from time to time.

6.2.1 Investment Services that the Company is licenced for:

• Reception and Transmission of Orders in relation to one and/or more financial instruments

• Execution of Orders on behalf of clients

• Dealing on Own Account

6.2.2 Ancillary Services that the Company is licenced for:

• Safekeeping and administration of financial instruments for the account of clients including

custodianships and related services such as cash /collateral management;

• 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 credit or loan is involved in the transaction;

• Foreign exchange services where these are connected to the provision of investment services.

The Company will provide the Investment Services of paragraph 6.2.1 and/or the Ancillary Services of

paragraph 6.2.2, above herein, for the following Financial Instruments (if and where applicable):


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• Transferable securities;

• Money-market instruments;

• Units in collective investment undertakings;

• 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;


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);

• 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;

• Options, futures, swaps, forwards and any other derivative contracts relating to

commodities, that can be physically settled 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;

• Derivative instruments for the transfer of credit risk;

• Financial contracts for differences (CFDs);


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.


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6.3. It is agreed and understood that the Company offers its Services in relation to various Financial

Instruments. However, the Client may be allowed to trade only in one or some of those Financial

Instruments.

6.4. It is understood that when trading in CFDs, there is no delivery or safekeeping of the Underlying

Asset to which the CFD is referring to.

7. Advice and Commentary

7.1. The Company will not advise the Client about the merits of a particular Order or give him any form

of investment advice and the Client acknowledges that the Services do not include the provision of

investment advice in Financial Instruments or the Underlying Markets or Assets. The Client alone will

decide how to handle his Client Account and place Orders and take relevant decisions based on his own

judgement.

7.2. The Company will not be under any duty to provide the Client with any legal, tax or other advice

relating to any Transaction. The Client may wish to seek independent advice before entering into a

Transaction.

7.3. The Company may, from time to time and at its discretion, provide the Client (or in newsletters

which it may post on its Website or provide to subscribers via its Website or otherwise) with

information, news, market commentary or other information but not as part of its Services to the Client.

Where it does so:

(a) The Company will not be responsible for such information.

(b) The Company gives no representation, warranty or guarantee as to the accuracy, correctness or

completeness of such information or as to the tax or legal consequences of any related Transaction.

(a) This information is provided solely to enable the Client to make his own investment decisions

and does not amount to investment advice or unsolicited financial promotions to the Client.

(b) If the document contains a restriction on the person or category of persons for whom that

document is intended or to whom it is distributed, the Client agrees that he will not pass it on

to any such person or category of persons.


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(c) The Client accepts that prior to despatch, the Company may have acted upon it itself to made

use of the information on which it is based. The Company does not make representations as to

the time of receipt by the Client and cannot guarantee that he will receive such information at

the same time as other clients.

7.4. It is understood that market commentary, news, or other information provided or made available

by the Company are subject to change and may be withdrawn at any time without notice.

7.5. The Client understands, accepts and agrees herewith that the Services provided by the Company

do not include the provision of investment advice. Any investment information as may be announced

by the Company to the Client does not constitute investment advice but aims merely to assist him in his

investment decision making. The Client acknowledges, understands, accepts and agrees herewith 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 this purpose on the Company. The Client

acknowledges, understands, accepts and agrees herewith that the Company shall bear absolutely no

responsibility, regardless of the circumstances, for any such investment strategy, transaction,

investment and/or information.

8. Platform

8.1. The Client acknowledges, understands, accepts and agrees herewith that subject to the Client’s

obligations under this Agreement being fulfilled, the Company hereby grants the Client a limited license,

which is non-transferable, non-exclusive and fully recoverable, to use the Platform(s) (including the use

if the Website and any associated downloadable software available from time to time) in order to place

Orders in a particular Financial Instrument(s). The Company may use different Platforms depending on

the Financial Instrument.

8.2. The Client acknowledges, understands, accepts and agrees herewith that the Company has the right

to shut down the Platform(s) at any time for maintenance purposes without prior notice to the Client,

this will be done only in weekends, unless not convenient or in urgent cases. In these cases, the

Platform(s) will be inaccessible. The Company may upgrade or replace the Platform from time to time.

8.3. The Client acknowledges, understands, accepts and agrees herewith that the Client is solely

responsible for providing and maintaining the compatible equipment necessary to access and use the

Platform(s), which includes at least a personal computer or mobile phone or tablet (depending on the

Platform used), internet access by any means and telephone or other access line. Access to the internet


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is an essential feature and the Client shall be solely responsible for any fees necessary in order to

connect to the internet.

8.4. The Client represents and warrants that he has installed and implemented appropriate means of

protection relating to the security and integrity of his computer or mobile phone or tablet and that he

has taken appropriate actions to protect his system from computer viruses or other similar harmful or

inappropriate materials, devices, information or data that may potentially harm the Website, the

Platform(s) or other systems of the Company. The Client further acknowledges, understands, accepts

and agrees herewith that he undertakes to protect the Company from any wrongful transmissions of

computer virus or other similarly harmful or inappropriate material or device to the Platform(s) from

his personal computer or mobile phone or tablet.

8.5. The Client acknowledges, understands, accepts and agrees herewith that the Company will not be

liable to the Client should his computer system or mobile phone or tablet fail, damage, destroy and/or

format his records and data. Furthermore, if the Client incurs delays and any other form of data integrity

problems that are a result of his hardware configuration or mismanagement, the Company shall not be

liable.

8.6. The Client acknowledges, understands, accepts and agrees herewith that the Company will not be

liable for any such disruptions or delays or problem in any communication experienced by the Client

when using the Platform(s).

8.7. The Client acknowledges, understands, accepts and agrees herewith that orders with the Company

are placed on the Platform(s), with the use of Access Data through the Client’s compatible personal

computer connected to the internet. It is agreed and understood that the Company will be entitled to

rely and act on any Order given by using the Access Data on the Platform(s) or via phone, without any

further enquiry to the Client and any such Orders will be binding upon the Client.

9. Intellectual Property

9.1. The Platform(s), all copyrights, trademarks, patents, service marks, trade names, software code,

icons, logos, characters, layouts, trade secrets, buttons, colour scheme, graphics and data names are

the sole and exclusive Intellectual Property (IP) of the Company or of third parties and are protected by

local and international intellectual property Laws and treaties. This Agreement does not convey an

interest in or to the Platform(s) but only a right to use the Platform(s) according to the terms of this


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Agreement. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property

rights.

9.2. Under no circumstances shall the Client obscure or remove any copyright, trademark or any other

notices from any of the Company’s IP or Website or Platform(s).

9.3. It is understood that the Company may offer its Services under different trademarks and websites.

The Company owns all the images displayed on its Website, the Platform(s) and downloadable software

and material. The Client may not use these images in any way other than the manner which the

Company provides them for.

9.4. The Client is permitted to store and print the information made available to him through the

Company’s Website or Platform(s) including documents, policies, text, graphics, video, audio, software

code, user interface design or logos. The Client is not permitted to alter, modify, publish, transmit,

distribute, otherwise reproduce commercially exploit that information, in whole or in part, in any format

to any third party without the Company’s express written consent.

9.5. The Client acknowledges, understands, accepts and agrees herewith that all rights and interests and

all intellectual property rights (including, without limitation, all trademarks and trade names in and/or

in relating to the Company) are owned by the Company and/or the Company’s suppliers, and are being

used by the Company under license, and will remain the Company’s property and/or that of the

Company’s suppliers at all times. The Client acknowledges, understands, accepts and agrees herewith

that he will have no right and/or interest in those intellectual property rights other than the right to

access the Company’s Electronic Systems and/or to use the Services provided to him via the Company’s

Electronic Systems. The Company reserves the right to effect any such changes and/or any substitution

of all and/or any part of its Electronic Systems at any time, and in any manner, as it might deem

necessary and/or appropriate in its exclusive discretion, and/or without further notice to the Client.

10. Prohibited Actions

10.1. The Client acknowledges, understands, accepts and agrees herewith that it is absolutely prohibited

for the Client to take any of the following actions in relation to the Company’s systems and/or

Platform(s) and/or Client Account:


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(a) Use, without the prior and written consent of the Company, of any software/system (e.g. Expert

Advisor(s) and/or any automated data entry system), and of any software/system, which

applies artificial intelligence analysis to the to the Company’s systems and /or Platform(s)

and/or Client Account.

(b) Intercept, monitor, damage or modify any communication which is not intended for him.

(c) Use any type of spider, virus, worm, Trojan-horse, time bomb or any other codes or instructions

that are designed to distort, delete, damage or disassemble the Platform(s) or the

communication system or any system of the Company.

(d) Send any unsolicited commercial communication not permitted under applicable Law or

Applicable Regulations.

(e) Do anything that will or may violate the integrity of the Company computer system or

Platform(s) or cause such system(s) to malfunction or stop their operation.

(f) Unlawfully access or attempt to gain access, reverse engineer or otherwise circumvent any

security measures that the Company has applied to the Platform(s).

(g) any action that could potentially allow the irregular or unauthorised access or use of the

Platform(s).

(h) send massive requests on the server which may cause delays in the execution time.

(i) Abusive Trading.

10.2. Should the Company reasonably suspect that the Client has violated the terms of paragraph 10.1

of this Client Agreement, it is entitled to take one or more of the counter measures of paragraph 14.2

of this Client Agreement.

11. Safety

11.1. The Client agrees to keep secret and not to disclose his Access Data or Client Account number to

any third person.

11.2. The Client should not write down his Access Data. If the Client receives a written notification of his

Access Data, he must destroy the notification immediately.


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11.3. The Client agrees to notify the Company immediately if he knows or suspects that his Access Data

or Client Account number have or may have been disclosed to any unauthorised person. The Company

will then take steps to prevent any further use of such Access Data and will issue replacement Access

Data. The Client will be unable to place any Orders until he receives the replacement Access Data.

11.4. The Client agrees that he will co-operate with any investigation the Company may conduct into

any misuse or suspected misuse of his Access Data or Client Account number.

11.5. The Client acknowledges understands, accepts and agrees herewith that the Company bears no

responsibility if unauthorized third persons gain access to information, including electronic addresses,

electronic communication, personal data, Access Data and Client Account number when the above are

transmitted between the parties or any other party, using the internet or other network communication

facilities, post, telephone, or any other electronic means.

11.6. If the Company is informed from a reliable source that the Access Data or Client Account number

of the Client may have been received by unauthorised third parties, the Company may, at its discretion

without having an obligation to the Client, deactivate the Client Account.

11.7. The Client acknowledges understands, accepts and agrees herewith that it is the obligation of the

Client to keep passwords secret and ensure that third parties do not obtain access to the trading facilities

available to the Client by the Company. The Client acknowledges understands, accepts and agrees

herewith that he will be liable to the Company for trades executed by means of the Clients’ password

even if such use may be wrongful.

12. Placement and Execution of Orders

12.1. The Company shall take all reasonable steps and efforts to obtain the best possible result for the

Client taking always into account the relative factors as per its “Best Execution Policy and Policy to Act

in the Best Interest of the Client”, as this may be amended from time to time, when executing Clients

Orders which is binding to the Client. If there are any material changes on our Policy we will notify you,

by electronic means, your personal login area, on our Platform and/or e-mail to the available email

address provided by you during our on-boarding client acceptance process and client questionnaire,

that the policy has been updated and published on our official website. In addition to the above, we

reserve the right to amend our policies at any time by making them public on our website. The client

consents and agrees that the latest versions of any of the Documentation and/or Policies published on

the Company’s official website www.nagamarkets.com shall prevail.


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12.2. The Client may place Orders on the Platform(s) or when the Platform is not accessible by phone

by using his Access Data issued by the Company for that purpose and provided all the Essential Details

are given.

12.3. The Company will be entitled to rely and act on any Order given by using the Access Data on the

Platform(s) or via phone without any further enquiry to the Client and any such Orders will be binding

upon the Client.

12.4. Orders placed via phone will be placed by the Company on the Electronic Trading System of the

Company. Orders are deemed as received by the Company when they verbally agree upon the Basic

Provisions of the Transaction and of any other details requested by the Company over the phone at the

time and/or when the Company receives a written document (or electronic Order) containing all Basic

Provisions of the Transaction and any other details requested by the Company and the Company

confirms the receipt of such Order, in the event the order is not sent via the Company’s Platforms.

12.5. The Company will use reasonable efforts to execute an Order, but it is agreed and understood that

despite the Company’s reasonable efforts transmission or execution may not always be achieved at all

for reasons beyond the control of the Company.

12.6. Orders may be placed within the normal trading hours of the Company, available on its Website

and/or the Platform, as amended from time to time.

12.7. The Company shall receive and transmit and/or execute all Orders given by the Client strictly in

accordance with their terms. The Company shall use its reasonable endeavours to transmit or execute

any Order promptly to the Client’s best interest but in accepting his Order the Company does not

warrant or represent that it will be possible to transmit or execute the Client Order at all, or that

execution of the Order will be possible within the terms of his instructions (whether as to price or size

or any other condition).

12.8. The Company will have no responsibility for checking the accuracy of any Order. Any Order that

the Client gives to the Company constitutes an irrevocable instruction to the Company to proceed with

the Order on his behalf

12.9. To the extent permitted by Applicable Laws and Regulations, the Client agrees that the Company

will not owe the Client any duties of best execution in respect of a regulated investment service(s) falling

outside the scope of MiFID according to which the Company will not owe the Client any duties of best


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execution such as when the Client gives specific instructions to the Company and the Company executes

Client’s order in accordance with those instructions, the Company will have discharged its duties for

best execution to the extent of those instructions provided by the Client.

12.10. The Client acknowledges understands, accepts and agrees herewith that the Company will act as

an agent on the Client’s behalf and will endeavor to find the best Execution Venue (Liquidity Provider)

for the execution of the Client’s Orders placed with the Company by the Client for any Financial

Instrument offered by the Company as described in section 6.2 above herein.

13. Decline of Client’s Orders

13.1. Without prejudice to any other provisions herein and in Appendix 1 of this Client Agreement, the

Client acknowledges understands, accepts and agrees herewith that the Company has the right and is

entitled, at any time and at its discretion, without giving any notice and/or explanation, to refuse at its

discretion to transmit or execute any Order, to restrict the Client’s trading activity, to cancel Client’s

Orders, to refuse to execute any Order of the Client, and the Client has no right to claim any damages,

specific performance or compensation whatsoever from the Company, in any of the following cases:

(a) Whenever the Company deems that the Order aims at or may aim at manipulating the market

of the Securities or any other Financial Instruments, constitutes an abusive exploitation of

privileged confidential information (insider dealing); or contributes to the legislation of

proceeds from illegal acts or activities (money laundering); or affects or may affect in any

manner the reliability or smooth operation of its Platform(s);

(b) Whenever there are no available cleared funds deposited with the Company and/or in the

Nominated Bank Account to pay all the charges relating to the said Order. In calculating the said

available funds, all funds required to meet any of the Client 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 Nominated Bank Account; it is understood that any refusal by the

Company to transmit or execute any Order shall not affect any obligation, which the Client may

have towards the Company or any right which the Company may have against the Client;

(c) where the Company suspects that the Client is engaged in money laundering activities or

terrorist financing or tax offences and/or other criminal acts;


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(d) Internet connection or communications are disrupted;

(e) In consequence of request of regulatory or supervisory authorities of Cyprus or a court order

or antifraud or anti-money laundering authorities;

(f) Where the legality or genuineness of the Order is under doubt;

(g) In consequence of lawful claims or requirements of corresponding organized trading platforms,

Affiliates of the Parties as well as in consequence of lawful claims of third parties;

(h) The Client has failed to meet a Margin Call of the Company;

(i) The Company received from the Client the notice of Termination of this Agreement;

(j) A Force Majeure Event has occurred;

(k) In an Event of Default of the Client;

(l) Under Abnormal Market Conditions;

(m) The Company has sent a notice of Termination of this Agreement to the Client;

(n) It is impossible to proceed with the Order due to condition of the market, customs of a trading

volume.

13.2. The Client acknowledges understands, accepts, agrees and declares herewith that he shall not

knowingly give any Order or instructions to the Company which might instigate the Company taking

action in relation to paragraph 13.1. above herein.

13.3. The Client acknowledges understands, accepts, and agrees herewith that the Company may refuse

to accept any order from a Client in its absolute discretion and/or having accepted any order may decline

to execute it and shall not be obliged to give the Client any justification and/or reason for doing so.

14. Events of Default

14.1. Each of the following constitutes an “Event of Default” (each an "Event of Default"):

(a) The failure of the Client to perform any obligation due to the Company.

(b) If an application is made in respect of the Client pursuant to the Cyprus Bankruptcy Act or any

equivalent act in another Jurisdiction (if the Client is an individual), if a partnership, in respect

of one or more of the partners, or if a company, a receiver, trustee, administrative receiver or


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similar officer is appointed, or if the Client makes an arrangement or composition with the

Client’s creditors or any procedure which is similar or analogous to any of the above is

commenced in respect of the Client.

(c) The Client is unable to pay the Client’s debts when they fall due.

(d) Where any representation or warranty made by the Client in paragraph 29 of this Client

Agreement is or becomes untrue.

(e) The Client (if the Client is an individual) dies or is declared absent or becomes of unsound mind.

(f) Any other circumstance where the Company reasonably believes that it is necessary or desirable

to take any action set out in paragraph 14.2 of this Client Agreement.

(g) An action set out in paragraph 14.2 of this Client Agreement is required by a competent

regulatory authority or body or court.

(h) The Company reasonably considers that the Client involves the Company in any type of fraud or

illegality or breach of Applicable Regulations or the Company is placed at risk of being involved in any

type of fraud or illegality or breach of Applicable Regulations if it continues offering Services to the

Client, even when this is not due to the Client’s wrongdoing.

(h) The Company reasonably considers that there is a material violation by the Client of the

requirements established by legislation of the Republic of Cyprus or other countries having

jurisdiction over the Client or his trading activities, such being materiality determined in good

faith by the Company.

(i) If the Company suspects that the Client is engaged into money laundering activities or terrorist

financing or card fraud or other criminal activities.

(j) The Company reasonably suspects that the Client performed a prohibited action as set out in

paragraph 10.1 of this Client Agreement.

(k) The Company reasonably suspects that the Client performed Abusive Trading.

(l) The Company reasonably suspects that the Client opened the Client Account fraudulently.

(m) The Company reasonably suspects that the Client performed forgery or used a stolen card to

fund his Client Account.


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(n) The Client’s IP sends massive requests on the server which may cause delays in the execution

time.

(o) The Client commences a voluntary case or other procedure seeking or proposing liquidation,

reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief

with respect to him or to his debts under any bankruptcy, insolvency, regulatory, supervisory,

or similar Law (including any corporate or other Law with potential application to an insolvent

party), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator,

custodian, examiner, or other similar official (each a "Default Official") of the Client or any

substantial part of his assets; or take any corporate action to authorise any of the foregoing,

and, in the case of a reorganisation, arrangement, or composition, we do not consent to the

proposals;

(p) The Client commences an involuntary case or other procedure is commenced against him

seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze, or

moratorium, or other similar relief with respect to the Client or his debts under any bankruptcy,

insolvency, regulatory, supervisory, or similar Law (including any corporate or other Law with

potential application to an insolvent party) or seeking the appointment of a Default Official of

the Client or any substantial part of his assets, provided that it shall not be an Event of Default

for any such case or procedure to be commenced against the Client, if the case or procedure is

withdrawn, dismissed, discharged, stayed, or restrained, in each case within 15 days of the

commencement thereof;

(q) The Client dies, becomes of unsound mind, becomes unable to pay his debts as they fall due or

become bankrupt or insolvent, as defined under any bankruptcy or insolvency Law applicable

to the Client; or any indebtedness on the Client’s part is not paid on the due date thereof, or

becomes capable at any time of being declared due and payable under agreements or

instruments evidencing such indebtedness before it would otherwise have been due and

payable; or any suit, action, or other proceedings relating to this Agreement are commenced

for any execution, attachment, garnishment, or distress against or an encumbrance takes

possession of the whole or any part of your property, undertaking, or assets (tangible and

intangible);

(r) The Client becomes dissolved, or if the Client’s capacity or existence is dependent upon a record

in a formal register, the registration is removed or ends, or any procedure is commenced seeking


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or proposing the Client’s dissolution or his removal from such a register or the ending of such a

registration;

(s) The Client fails to make any payment when due, or to make or take delivery of any Assets when

due, or to observe or perform any other obligation of this Agreement or any Transaction in

accordance with this Agreement, and such failure continues for one Business Day after notice

of non-performance has been given by the Company to the Client;

(t) Any representation or warranty made, given, or deemed made or given by the Client under this

Agreement or in connection with any Transaction in accordance with this Agreement, proves

false or misleading in any material respect as at the time it was made, given or deemed to be

made or given;

(u) The Client fails to pay any Margin Call demanded by the Company under the terms and

conditions of this Agreement or any other agreement between the Client and the Company

within the time specified in such demand. For the avoidance of doubt, notice of non-

performance shall not be required for such failure to constitute an Event of Default.

14.2. If an Event of Default occurs the Company may, at its absolute discretion, at any time and without

prior Written Notice, take one or more of the following actions:

(a) Terminate this Agreement immediately without prior notice to the Client.

(b) Cancel any Open Positions.

(c) Temporarily or permanently bar access to the Platform(s) or suspend or prohibit any functions of the

Platform(s).

(d) Reject any Order of the Client.

(e) Restrict the Client’s trading activity.

(f) In the case of fraud, reverse the funds back to real owner or according to the instructions of the law

enforcement authorities of the relevant country or of the Payment Network / Institution or financial

institution.

(g) Cancel or reverse any profits or trading benefits and bonus gained through Abusive Trading. Losses

resulting from Abusive Trading of the Client cannot be reversed. The Company has the right to cancel

orders and reverse profits within fourteen (14) business days.


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(h) Take legal action for any losses suffered by the Company.

(j) Block the IP address of the Client who sends massive requests on the server which may cause

delays in the execution time.

(k) Cancel all your outstanding orders and should we deem it appropriate and to the extent

possible treat all and any Transactions under this Agreement then outstanding as having been

cancelled or terminated or close out, replace or reverse any Transaction in accordance with the

terms and conditions of this Agreement;

(l) Set off any obligation we or our Affiliates owe to you, and to apply all or any Cash we or our

Affiliates hold for your or your Affiliate's account, or which we are entitled to receive on your

behalf;

(m) Combine your and your Affiliate's Accounts with us and convert any currency into any other

currency;

(n) Take, or refrain from taking, such other action at such time or times and in such manner as, at

our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our Loss

or liability under or in respect of any Transactions, Positions or commitments under the terms

of this Agreement; and

(o) Apply the proceeds of any of the foregoing in or towards satisfaction of any obligation or liability

you or your Affiliates may have to us or our Affiliates (including any contingent or prospective

liability).

14.3. Without prejudice and in addition to any general lien, right of set-off or other similar right which

we may be entitled to exercise whether by Law or otherwise over any of your or your Affiliate's Cash or

Assets, your or your Affiliate's Cash or Assets shall be subject to a general lien in our favour, insofar as

there remain any outstanding amounts due and/or liabilities (whether actual or contingent) outstanding

from you to us or our Affiliates.

15. Reporting and Trade Confirmations

15.1. The Client understands, accepts and agrees herewith that all orders executed between the Client

and the Company are orders executed outside a regulated market or MTF. Further the Client


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understands, accepts and agrees herewith that under Applicable Regulations, the Company shall

provide the Client with reporting on his Orders. In order to comply with CySEC Rules in regards to Client

reporting requirements, the Company will provide the Client with a continuous online access to his

Client Account via the Platform(s) used by the Client; the Client will be able to see in his Client Account

the status of his Order(s), confirmation of execution of the Order(s) as soon as possible (including the

trading date, time, type of Order, venue identification, instrument identification, the buy/sell indicator,

the nature of the Order, the unit quantity, total consideration, total sum of commissions and expenses,

the Client’s Counterparty) his trading history, his Balance and other information. The Client has the right

to ask the Company to send reports by email, fax or on paper by post.

15.2. If the Client has a reason to believe that the Confirmation is wrong or if the Client does not receive

any Confirmation when he should, the Client shall contact the Company Ten Business Days from the

date the Company of the Order was sent or ought to have been sent (in the event that a Conformation

was not sent). If the Client expresses no objections during this period, the content is considered as

approved by him and shall be deemed conclusive.

16. Client Money Handling Rules & Safeguarding Clients Funds

16.1. Unless otherwise agreed with the Client in writing, the Client upon entry into this Agreement and

upon submission of each order the Client understands, accepts, warrants, represents and agrees that

he consents in relation to money and/or financial instruments the Company will deal with or will hold

on the Client Account, these will be dealt with in accordance with the CySEC’s Client Money Rules. As

such, Client’s monetary funds will be segregated from the Company’s own money/funds and cannot and

will not be used in the course of the Company’s business. The Company will promptly place any Client

money it receives into one or more segregated account(s) (denoted as ‘clients’ accounts’) with reliable

financial institutions (within and/or outside Cyprus and/or the EU/EEA) such as a credit institution(s) or

bank(s) in a third country governed by the Laws of the foreign country as a result of which the rights

related to the Client’s money or financial instruments may differ from those provided by local legislation.

It is understood that the Company may keep merchant accounts in its name with payment services

providers used to settle payment transactions of its Clients. However, for the avoidance of doubt, it is

noted that such merchant accounts are not used for safekeeping of Client money but only to effect

settlements of payment transactions.

16.1.1. The Client understands, accepts and agrees herewith that the Company may hold Client’s money

and in the same custodian bank account along with the money belonging to other Clients and explicitly


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consents to the risks relating to safekeeping money in a custodial account and/or another similar

account.

16.1.2. The Client understands, accepts and agrees herewith that the Company may place money

received from the Client in a qualifying money market fund, as defined in the Client Money Rules. As a

result, any money will not be held in accordance with the Client Money Rules and the units in the

relevant fund will be held in accordance with the Custody Rules. The Client is hereby requested to inform

the Company if he does not wish his money to be placed in a qualifying money market fund.

16.2. The Client upon entry into this Agreement and upon submission of each order the Client

understands, accepts, warrants, represents and agrees that in accordance with Sections 19 & 20 of

CySEC Directive DI 144-2007-01 regarding the Depositing of Client Financial Instruments and Depositing

of Client Funds respectively, and according to Applicable Regulations, considers that the Company

exercises due skill, care and diligence in the selection and appointment and periodic review of the

financial institution(s) of paragraph 16.1 of this Client Agreement and the arrangements for holding of

Client money for the safekeeping of Client financial instruments and/or funds and further acknowledges

that his rights relating to those Financial Instruments and/or Funds deposited by the Company into

account(s) opened with third party Financial Institution(s)/Bank(s) authorised in a third country may

differ accordingly and as per the domestic legislation of the jurisdiction deposited. As such, the Client

hereby expressly confirms and gives his explicit consent to the Company to be also able to deposit the

Client’s Financial Instruments and/or Funds into account(s) opened with a third party Financial

Institution(s)/Bank(s) authorised in a third country within which the Company holds accounts for the

safekeeping of client financial instruments and/or funds upon the Company’s discretion. The Company

takes into account the expertise and market reputation of such institutions with the view of ensuring

the protection of Client’s rights, as well as any legal or regulatory requirements or market practices

related to holding of Client money that could adversely affect Client’s rights. Further, the Client

understands, accepts and agrees herewith that the Company has no responsibility for any acts or

omissions of any third party to whom it passes money received from the Client.

16.3. According to Applicable Regulations, for the purposes of safeguarding of Client money, the

Company:

(a) shall keep such records and accounts as are necessary to distinguish Clients’ assets from its own and

of other Clients’; such records shall be accurate and correspond to the Client money;


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(b) shall conduct, on a regular basis, reconciliations between its internal accounts and records and those

of any third parties by whom those assets are held;

(c) shall at all times keep Client money segregated from the Company’s own money;

(d) shall not use Client money in the course of its own business;

(e) shall take the necessary steps to ensure that Client money deposited with a financial institution

(according to paragraph 16.1 of this Client Agreement) are held in an account(s) identified separately

from any accounts used to hold funds of the Company;

(f) shall introduce adequate organisational arrangements to minimise the risks of the loss or diminution

of Client money, as a result of misuse, fraud, poor administration, inadequate record keeping or

negligence.

16.4 If the client has an open position the Firm reserves the right, at any time and at the Firm’s sole

discretion, to set-off any unrealised losses incurred in respect of an Open Position against any of the

Client Money that is held by the Firm to the Client’s credit. In effect, this means that the Firm based on

the conditions referred to above may transfer any part of any unrealised losses from an account held in

a financial institution to an account of HBGM. At the same time, HBGM may transfer any unrealised

profit incurred as a result of an Open Position from a Firm account to a Client Money account held in a

financial institution.

16.5. The Company has duty to and shall exercise due skill, care and diligence in the selection of the

financial institution according to paragraph 16.2 of this Client Agreement. However, it is understood

that there are circumstances beyond the control of the Company and hence the Company does not

accept any liability or responsibility for any resulting losses to the Client as a result of the insolvency or

any other analogous proceedings or failure of the financial institution where Client money will be held.

16.6. The Client understands, accepts and agrees herewith that the Company may pass money received

from the Client to a third party (e.g. a market, intermediate broker, OTC counterparty or clearing house)

to hold or control in order to effect a Transaction through or with that person or to satisfy the Client’s

obligation to provide collateral (e.g. initial margin requirement) in respect of a Transaction. The

Company has no responsibility for any acts or omissions of any third party to whom it passes money

received from the Client. The third party to whom the Company passes money may hold it in an omnibus

account and it may not be possible to separate it from the Company’s money, or the third party’s money.


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The financial institution(s) (of paragraph 16.1 of this Client Agreement) where Client money will be held

may be within or outside Cyprus or the EU/EEA. The Client understands, accepts and agrees herewith

that the legal and regulatory regime applying to any such financial institution outside Cyprus or the

EU/EEA will be different from that of Cyprus. Hence, in the event of the insolvency or any other

equivalent failure or preceding of that person, the Client’s money may be treated differently from the

treatment which would apply if the money was held in a Segregated Account in Cyprus.

16.7 The Client understands, accepts and agrees herewith that according to section 18(2)(j) of Law

144(I)/2007, when holding funds belonging to clients, the Company must make adequate arrangements

to safeguard the clients’ rights and, except in the case of credit institutions, prevent the use of client

funds for its own account. The Client understands, accepts and agrees herewith that the Company is

able to use the margin in the following circumstances: (a) as long as the margin remains in the client

account, the client agrees that the Company has the right to transfer ownership of the client’s margin

from the client to the Company, to be kept by the latter as security, and be returned by the Company

to the client on completion of the client trade(s); and (b) in this case, the margin will be considered as

debt due by the Company to the client and not as client money, therefore it could be used by the

Company subject to the repayment obligation(s). Irrespective of the above, the balance and equity of

the client account(s) remain unaffected and the client may normally continue his/ her trading and/ or

other activity.

16.8. The financial institution to which the Company will pass Client money (as per paragraph 16.1 of

this Client Agreement) may hold it in an omnibus account and it may not be possible to separate it from

the Company’s money, or the third party’s money. Hence, in the event of the insolvency or any other

analogous proceedings in relation to that financial institution or third party, the Company may only have

an unsecured claim against the financial institution or third party on behalf of the Client and other

Company Clients, and the Client will be exposed to the risk that the money received by the Company

from the financial institution or third party is insufficient to satisfy the claims of the Client and all other

clients with claims in respect of the relevant account.

16.9. It is understood that the Company may hold Client money and the money of other clients in the

same account (omnibus account). This omnibus account is interest free. The Client understands, accepts

and agrees herewith that he waives all rights to interest in relation to this account(s), since the Company

may receive any profit and shall not pay to the Client any interest earned on Client money (other than

profit gained through trading Transactions from his Client Account(s) under this Agreement).


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16.10. The Company is a member of the Investor’s Compensation Fund (ICF). So, depending on his

classification, the Client may be entitled to compensation from the ICF in the event that the Company is

unable to meet its obligations. More details are found in the Company’s document “Investor’s

Compensation fund”, found on the Company’s Website.

16.10.1. The object of the Fund is to secure the claims of the covered Clients against Cyprus Investment

Firms, members of the Fund, through the payment of compensation in cases where the CIF concerned

is unable, due to its financial circumstances and when no realistic prospect of improvement in the above

circumstances in the near future seems possible:

a) to return to its covered Clients funds owed to them or funds which belong to them but are held

by the CIF in the context of providing investment services to the said Clients or

b) to hand over to covered Clients financial instruments which belong to them and which the CIF

concerned holds, manages or keeps on their account.

The total payable compensation to each covered Client of the Fund’s member may not exceed €20.000,

irrespective of the number of accounts held, currency and place of offering the investment service.

16.10.2. Non-Covered Clients

16.10.2.1. Under applicable Regulation the Fund does not compensate the following investor categories:

(1) The following categories of institutional and professional investors:

(a) Investment Firms (IFs).

(b) Legal entities associated with the member of the Fund and, in general, belonging to the same group

of companies.

(c) Banks.

(d) Cooperative credit institutions.

(e) Insurance companies.

(f) Collective investment organizations in transferable securities and their management companies.

(g) Social insurance institutions and funds.


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(h) Investors characterised by the member as professionals, upon their request, in accordance with

articles 14 and 15 of the Code of Professional Conduct of IFs.

(2) States and international organizations.

(3) Central, federal, confederate, regional and local administrative authorities.

(4) Enterprises associated with the member of the Fund, in accordance with the Fifth Schedule of the

Law 144(I).

(5) Managerial and administrative staff of the member of the Fund.

(6) Shareholders of the member of the Fund, whose participation directly or indirectly in the capital of

the member of the Fund amounts to at least 5% of its share capital, or its partners who are personally

liable for the obligations of the member of the Fund, as well as persons responsible for the carrying out

of the financial audit of the member of the Fund as provided by the Law, such as its qualified auditors.

(7) Investors having in enterprises connected with the member of the Fund and, in general, of the group

of companies, to which the member of the Fund belongs, positions or duties corresponding to the ones

listed in paragraphs (5) and (6).

(8) Second-degree relatives and spouses of the persons listed in paragraphs (5), (6) and (7), as well as

third parties acting for the account of these persons.

(9) Apart from the investors referred to in subsection (2) of section 55 of the Law 144(I), investors-clients

of a member of the Fund responsible for facts pertaining to the member of the Fund that have caused

its financial difficulties or have contributed to the worsening of its financial situation or which have

profited from these facts.

(10) Investors in the form of a company, which due to its size, is not allowed to draw a summary balance

sheet in accordance with the Companies Law or a corresponding Law of a Member State of the European

Union.

16.10.2.2. In the cases of paragraphs 16.9.2.1 [(5), (6), (7) and (8)], the Fund suspends the payment of

compensation informing the interested parties accordingly, until it reaches a final decision as to whether

such cases apply.

16.11. The Company shall not pay to the Client any interest earned on Client money (other than profit

gained through trading Transactions from his Client Account(s) under this Agreement) and the Client


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waives all right to interest. As such, the Client understands, accepts and agrees herewith that the

Company shall not account to the Client for profits earned on Client money and the Company will not

pay to the Client any interest on his money.

16.12. The Company may deposit Client money in overnight deposits and will be allowed to keep any

interest.

16.13. It is agreed that the Company shall have the right to transfer the Client Money to successors or

assignees or transferees or buyers, with 15 Business Days Prior Written Notice to the Client for the

purposes of paragraph 34.2. of the Client Agreement.

16.14. The Client understands, accepts and agrees herewith that the Company may cease to treat his

money as Client money if there has been no movement on his Balance for six years. In such a case, the

Company shall write to the Client at his last known address informing him of the Company’s intention

of no longer treating his Balance as Client money and giving him 28 days to make a claim.

17. Client Accounts, Deposits and Withdrawals

17.1. The Company shall open one or more a Client Account(s) for the Client to allow him to place Orders

in particular Financial Instruments. The Client Account type shall be communicated to the Client when

the Client is accepted by the Company. It is agreed and understood that the Company may upgrade the

Client Account or convert Client Account type if it reasonably considers this is to the Clients advantage

and there is no increased cost to the Client, unless the Parties agree otherwise.

17.2. It is agreed and understood that the Company reserves the right to offer different types of Client

Accounts from time to time with different acceptance criteria, characteristics, or requirements, and

which will be subject to change at the Company’s discretion. Information on different types of Client

Accounts appear on our Website or upon request.

17.3. The Client Account shall be activated upon the Client depositing the initial deposit. A minimum

amount may be required for certain types of Client Accounts as determined and mended by the

Company in its discretion from time to time.

17.4. The Client may deposit funds into the Client Account at any time during the course of this

Agreement. Deposits will be made via the methods and in the currencies accepted by the Company from

time to time. The detailed information about deposit options is shown on the Website.


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17.5. The Company shall have the right to request the Client at any time any documentation to confirm

the source of funds deposited into the Client Account. The Company shall have the right to reject a

deposit of the Client if the Company is not duly satisfied as to the legality of the source of funds and

resend them back to the sender.

17.6. If the Client makes a deposit, the Company shall credit the relevant Client Account with the

relevant amount actually received by the Company (until 13.00 CET) within two (2) Business Days

following the amount is cleared in the bank account of the Company.

17.7. If the funds sent by the Client are not deposited in the Client Account when they were supposed

to, the Client shall notify the Company and request from the Company to make a banking investigation

of the transfer. The Client agrees that any charges of the investigation shall be paid by the Client and

deducted from his Client Account or paid directly to the bank performing the investigation. The Client

understands, accepts and agrees that in order to perform the investigation the Client shall have to

provide the Company with the requested documents and certificates. Before requesting an investigation

from the Company, the Client shall ensure that an investigation from the Client’s bank was performed

to ensure that the error occurred on Companies side.

17.8. The Company shall make withdrawals of Client funds upon the Company receiving a relevant

request from the Client in the method accepted by the Company from time to time.

17.9. Upon the Company receiving an instruction from the Client to withdraw funds from the Client

Account (until 13.00 CET), the Company shall pay the said amount, if the following requirements are

met:

(a) the withdrawal instruction includes all required information;

(b) the instruction is to make a transfer to the originating account (whether that is a bank account, a

payment system account etc.) from which the money was originally deposited in the Client Account or

at the Client’s request to a bank account belonging to the Client;

(c) the account where the transfer is to be made belongs to the Client;

(d) at the moment of payment, the lowest value between the Balance and Equity exceeds the requested

amount AND if such withdrawal would not cause the Margin Level to drop below 150 %;

(e) there is no Force Majeure event which prohibiting the Company from effecting the withdrawal;


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17.10. If the Client is not using SEPA, then the transfer may be more than three working days depending

on the actual transfer method chosen by the Client.

17.11. It is agreed and understood that the Company will not accept third party or anonymous payments

in the Client Account and will not to make withdrawals to any other third party or anonymous account.

17.12. The Company reserves the right to reasonably decline a withdrawal request of the Client asking

for a specific transfer method and the Company has the right to suggest an alternative.

17.13. All payment and transfer charges of third parties will be borne by the Client and the Company

shall debit the relevant Client Account for these charges.

17.14. The Client may send the request for internal transfer of funds to another Client Account held by

him with the Company. Such internal transfers and transfers between different currencies shall be

subject to the Company’s policy from time to time.

17.15. Mistakes made by the Company during transfer of funds shall be refunded to the Client. It is

understood that should the Client provide wrong instructions for a transfer, the Company may be unable

to correct the mistake and the Client may have to suffer the loss.

18. Inactive and Dormant Client Accounts

18.1. If the Client Account is inactive for six months i.e. there is no trading, no open positions, no

withdrawals or deposits), the Company shall have the right to call or email the Client (using the last

known contact details) and inform him that if the Client Account remains inactive for one more month,

then monthly maintenance fee may be added thereafter. These fees (if any) will appear on the Website

www.nagamarkets.com and/or Platform, and such may be different for different types of Client

Accounts.

18.2. If the Client Account is inactive for one year or more the Company reserves the right (after

notifying the Client via phone (calling) or electronic means (emailing) the Client using the last known

contact details) and shall have the right to render the account dormant. Money in the dormant account

shall remain owing to the Client and the Company shall make and retain records and return such funds

upon request by the Client at any time thereafter.


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19. Lien

19.1. The Company shall have a general lien on all funds held by the Company or its Associates or its

nominees on the Client’s behalf until the satisfaction of his obligations under this Agreement.

20. Netting and Set-Off

20.1. If the aggregate amount payable by the Client is equal to the aggregate amount payable by the

Company, then automatically the mutual obligations to make payment are set-off and cancel each

other.

20.2. If the aggregate amount payable by one party exceeds the aggregate amount payable by the other

party, then the party with the larger aggregate amount shall pay the excess to the other party and all

obligations to make payment will be automatically satisfied and discharged.

20.3. The Company has the right to combine all or any Client Accounts opened in the Client name and

to consolidate the Balances in such accounts and to set-off such Balances in the event of Termination of

the Agreement.

21. Company Fees

21.1. The provision of the Services by the Company is subject to payment of fees such as brokerage fees

/ commissions, Swaps/Rollover and other fees. These appear on Website www.nagamarkets.com

and/or Platform.

22.2. Any additional Company fees (such as account maintenance fees, withdrawal or inactivity fees)

appear on the Website www.nagamarkets.com, Client Portal and/or Platform.

22. Language

22.1. The Company’s official language is the English language and the Client should always read and

refer to the main Website for all information and disclosures about the Company its services and its

activities. Translation or information provided in languages other than English is for informational

purposes only and do not bind the Company or have any legal effect whatsoever, the Company having

no responsibility or liability regarding the correctness of the information therein.

23. Methods of Communications and Written Notices

23.1. Unless the contrary is specifically provided in this Agreement, any notice, instructions,

authorisations requests or other communication and messages to be given to the Company by the Client


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under this Agreement shall be in English and in writing (other than placing Orders) shall be sent to the

Company’s address below (or to any other address which the Company may from time to time specify

to the Client for this purpose) by email, facsimile, post if posted in Cyprus, or airmail if posted outside

Cyprus, or commercial courier service and shall be deemed delivered only when actually received by the

Company at: and shall take effect only when actually received by the Company in accordance with

section 23.5. below herein, provided it does not violate and is not contrary to any term of this

Agreement.

23.1.1. The Client understands, accepts and agrees herewith that the Company reserves the right to

specify any other way of communication with the Client.

23.1.2. Messages to the Company shall be sent to the following addresses, email address or facsimile

numbers

Postal Address: Spyrou Kyprianou, 27, Mesa Geitonia, 4003, Limassol, Cyprus

Email: [email protected]

Fax: 00357 25 041 384

23.2. In order to communicate with the Client, the Company may use any of the following methods:

email, Platform’s internal mail, facsimile transmission, telephone, post, commercial courier service, air

mail or the Company’s Website.

23.3. The following methods of communication are considered as Written Notice from the Company to

the Client: email, Platform’s internal mail, facsimile transmission, post, commercial courier service, air

mail or the Company’s Website.

23.4. The following methods of communication are considered as Written Notice from the Client to the

Company: email, facsimile transmission, post, commercial courier service or air mail or commercial

courier.

23.5. Without prejudice to paragraph 23.9 of this Client Agreement, any communications sent to either

Party, as applicable, (documents, notices, confirmations, statements, reports etc.) are deemed received:

(a) If sent by email, within one hour after emailing it and provided the email has left from the

sender’s E-Mail sent box.

(b) If sent by the Platform’s internal mail, immediately after sending it.


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(c) If sent by facsimile transmission, upon receipt by the sender of a transmission report from its

facsimile machine confirming receipt of the message by recipient’s facsimile machine.

(d) If sent by telephone, once the telephone conversation has been finished.

(e) If sent by post, seven calendar days after posting it.

(f) If sent via commercial courier service, at the date of signing of the document on receipt of such

notice.

(g) If sent by air mail, eight Business Days after the date of their dispatch.

(h) If posted on the Company Webpage, within one hour after it has been posted.

23.6. In order to communicate with the Client, the Company will use the contact details provided by the

Client whilst opening the Client Account or as updated later on. Hence, the Client has an obligation to

notify the Company immediately of any change in the Client’s contact details.

23.7. Faxed documents received by the Company may be electronically scanned and reproduction of

the scanned version shall constitute evidence.

23.8. The Client shall be able to call the Company within its normal working hours namely between the

hours of 9am and 6pm (Cyprus local time) on any Business Days. If the Company needs to contact the

Client urgently regarding his Account, the Company may contact the Client outside its normal working

hours.

23.9. Any Written Notices sent to the Company shall have to be received within the working hours of

the Company. Notwithstanding paragraph 23.5 of this Client Agreement, any Notices received outside

the normal working hours shall be treated as being received the following Business Day.

23.10. The Client understands, accepts and agrees herewith that any Notices sent to the Client by the

Company will be emailed to him at the email address which is registered on his Account or posted to

him at the last address that he provided to the Company as his normal residential address. The Client

understands, accepts and agrees herewith that it is the Client’s responsibility to ensure that he provides

accurate and up to date contact information to the Company.


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24. Personal Data, Confidentiality, Recording of Telephone Calls and Records

24.1. The Company may collect client information directly from the Client (in his completed Account

Opening Application Form or otherwise) or from other persons including, for example, the credit

reference agencies, fraud prevention agencies, banks, other financial institutions, third authentication

service providers and the providers of public registers. The Client understands, accepts and agrees

herewith to provide the Company with such information as the Company reasonably requests from time

to time to enable the Company to comply with Applicable Regulations and provide the Services to the

Client.

24.1.1 The Client understands, accepts and agrees herewith that the Company will treat Client

Information as confidential and will not disclose it to any person without prior written consent or as

described in paragraph 24.3. below herein except for those members of the Company personnel who

require information thereof for the performance of their duties, in whole or in part, throughout the

term of the Customer Agreement, and after expiry thereof, or termination thereof, for any reason

whatsoever, any confidential non-public information concerning the Customer Agreement and/or any

operation carried out hereunder, where disclosure is made necessary pursuant to a court decision or

when disclosure of certain types of such information is required under the legislation of Cyprus,

Regulatory or Supervisory Authorities of Cyprus and the Applicable Law and to the Company’s

consultants, lawyers, auditors, provided that in each case the relevant professional shall be informed

about the confidential nature of such information and commit to the confidentiality herein obligations

as well. In addition, the Company will in particular abide by the Processing of Personal Data (Protection

of the Individual) Law of 2001 as this may be amended from time to time, and any other applicable data

protection Laws and regulations in respect of the personal data comprised in the Client Information, in

case the Client is a natural person.

24.2. Client information which the Company holds is to be treated by the Company as confidential and

will not be used for any purpose other than in connection with the provision, administration and

improvement of the Services, anti-money laundering and due diligence checks, for research and

statistical purposes and for marketing purposes. Information already in the public domain, or already

possessed by the Company without a duty of confidentiality will not be regarded as confidential.

Further, The Client understands, accepts and agrees herewith that the Company may use Client

Information in order to provide, administer, tailor and improve the Services, the relationship between

the Parties and the Company’s business generally (including communicating with the Client and


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facilitating the Client’s use of the Website and/or the Company’s telephone trading facilities); to carry

out credit, anti-money laundering and fraud prevention checks; to exercise and/or defend the

Company’s legal rights; and to comply with Applicable Regulations and the requests of regulatory and

enforcement authorities in any jurisdiction.

24.3. The Company has the right to disclose Client information (including recordings and documents of

a confidential nature, card details) in the following circumstances:

(a) Where required by Law or a court order by a competent Court.

(b) Where requested by CySEC or any other regulatory authority having control or jurisdiction over the

Company or the Client or their associates or in whose territory the Company has Clients.

(C) To relevant authorities to investigate or prevent fraud, money laundering or other illegal activity.

(d) To such an extent as reasonably required so as to execute Orders and for purposes ancillary to the

provision of the Services.

(e) To credit reference and fraud prevention agencies, third authentication service providers, banks and

other financial institutions for credit checking, fraud prevention, anti-money laundering purposes,

identification or due diligence checks of the Client. To do so they may check the details the Client

supplied against any particulars on any database (public or otherwise) to which they have access. They

may also use Client details in the future to assist other companies for verification purposes. A record of

the search will be retained by the Company.

(f) To the Company’s professional advisors provided that in each case the relevant professional shall be

informed about the confidential nature of such information and commit to the confidentiality herein

obligations as well.

(g) To other service providers who create, maintain or process databases (whether electronic or not),

offer record keeping services, email transmission services, messaging services or similar services which

aim to assist the Company collect, storage, process and use Client information or get in touch with the

Client or improve the provision of the Services under this Agreement.

(h) To a Trade Repository or similar under the Regulation (EU) No 648/2012 of the European Parliament

and of the Council of 4 July 2012 on OTC derivatives, central counterparties (CCPs) and trade repositories

(TRs) (EMIR) and as this may be amended from time to time.


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(I) To other service providers for statistical purposes in order to improve the Company’s marketing, in

such a case the data will be provided in an aggregate form.

(j) To market research call centres that provide telephone or email surveys with the purpose to improve

the services of the Company, in such a case only the contact details the data will be provided.

(k) Where necessary in order for the Company to defend or exercise its legal rights to any court or

tribunal or arbitrator or Ombudsman or governmental authority.

(l) At the Client’s request or with the Client’s consent.

(m) To an Affiliate of the Company or any other company in the same group of the Company.

(n) To successors or assignees or transferees or buyers, with ten Business Days Prior Written Notice to

the Client, and for the purposes of paragraph 34.2 of the Client Agreement.

(o) Client Information is disclosed in relation to US taxpayers to the Inland Revenue in Cyprus, which will

in turn report this information to the IRS of the US according to the Foreign Account Tax Compliance Act

(FATCA) of the USA, as this may be amended from time to time, and the relevant intergovernmental

agreement between Cyprus and the US and as this may be amended from time to time.

(p) Client Information is disclosed in relation to The Common Reporting Standard (CRS) by the

Organisation for Economic Co-operation and Development (OECD) and as this may be amended from

time to time. Under the CRS, we are required to determine where you are "tax resident" (this will usually

be where you are liable to pay income or corporate taxes). If you are a tax resident outside the country

where you deposit funds/have bank accounts then we may be required to give the national tax authority

this information, along with information relating to your accounts. This may then be shared between

different countries’ tax authorities and automatically exchange that information with other countries

on an annual basis to help fight against tax evasion and protect the integrity of tax systems.

24.4. If the Client is a natural person, the Company will use, store, process and handle personal

information provided by the Client in connection with the provision of the Services, in accordance the

Processing of Personal Data (Protection of the Individual) Law of 2001, as this may be amended from

time to time, and the Company is obliged to supply the Client, on request, with a copy of personal data

which it holds about the Client (if any), provided that the Client pays an administrative fee.

24.5. By entering into this Agreement, the Client will be consenting to the transmittal of the Client’s

personal data outside the European Economic Area, according to the provisions of Processing of


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Personal Data (Protection of the Individual) Law of 2001, as this may be amended from time to time, for

the reasons specified in paragraph 24.3 of this Client Agreement.

24.6. Telephone conversations between the Client and the Company may be recorded and kept by the

Company and recordings will be the sole property of the Company. The Client accepts such recordings

as conclusive evidence of conversations so recorded. The Client further understands, accepts and agrees

herewith that the Company may monitor and/or record any electronic communications between the

Parties (including telephone calls, emails, sms and instant messages), without the use of a tone of other

warning, to provide verification of instructions and maintain the quality of the Company service, for

training purposes and to check compliance with this Customer Agreement, the Company’s internal

policies and procedures and Applicable Regulations. The Client understands, accepts and agrees

herewith that such records of communications will be admissible as evidence of any instruction or

communication given or received by the Client and that these records belong to the Company.

24.7. The Client accepts that the Company may, for the purpose of administering the terms of this

Agreement, from time to time, make direct contact with the Client.

24.8. The Client accepts that the Company or any Affiliate of the Company or any other company in the

same group of the Company may make contact with the Client, from time to time, by telephone, fax,

email or post for marketing purposes to bring to the Client’s attention products or services that may be

of interest to him or to conduct market research. If the Client is a natural person such marketing

communications will be made only with the Client’s consent.

24.9. Under Applicable Regulations, the Company will keep records containing Client personal data,

trading information, account opening documents, communications and anything else which relates to

the Client for at least five years after termination of the Agreement.

24.10 The Client further understands, accepts and agrees herewith that the Company following the

implementation of the Third & Fourth Money Laundering Directive in the European Union and in

accordance with the Prevention and Suppression of Money Laundering Activities (Consolidated AML

Legislation) Law 188(I) of 2007 to 2016 and as this may be amended from time to time, the Company is

required to establish and maintain specific policies and procedures to guard against its business and

systems being used for the purposes of money laundering and terrorist financing.

24.10.1. The Client further understands, accepts and agrees herewith that domestic and international

Laws that apply to financial services companies like us, make it illegal for us, or our employees and/or


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affiliates and/or agents, to engage, and/or attempt to engage in a transaction of criminally delivered

property. For this reason, the Company has established appropriate internal policies and procedures.

24.10.2. The Client further understands, accepts and agrees herewith that for the purposes of the above

compliance measures, the Company requires before opening a new client account various identification

documents. Should the Company does not receive all the required documentation it will not open the

account. These identification documents may be assessed again during the course of the relationship

between the Company and its Clients and will be record-kept for at least five years after termination of

the relationship.

24.10.3. The Client further understands, accepts and agrees herewith that in order to minimise the risk

of money laundering and the financing of terrorist activities, the Company neither accepts cash deposits

nor disburses cash under any circumstances.

25. Amendments

Agreement

25.1. The Company may unilaterally change any of the terms of this Agreement for any of the following

reasons:

(a) Where the Company reasonably considers that:

• the change would make the terms of this Agreement easier to understand; or

• the change would not be to the disadvantage of the Client.

(b) To cover:

• the involvement of any service or facility the Company offers to the Client; or

• the introduction of a new service or facility; or

• the replacement of an existing service or facility with a new one; or

• the withdrawal of a service or facility which has become obsolete, or has ceased to be widely

used, or

has not been used by the Client at any time in the previous year, or it has become very expensive

for the


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Company to offer.

(c) To enable the Company to make reasonable changes to the services offered to the Client as a result

of changes in:

• the banking, investment or financial system; or

• technology; or

• the systems or Platform used by the Company to run its business or offer the Services

hereunder.

(d) As a result of a request of CySEC or of any other authority or as a result of change or expected

change in Applicable Regulations.

(e) Where the Company finds that any term in the Agreement is inconsistent with Applicable

Regulations. In such a case, it will not rely on that term but treat it as if it did reflect the relevant

Applicable Regulations and shall update the Agreement to reflect the Applicable Regulations.

25.2. For any change in the Agreement under paragraph 25.1 above herein, the Company shall provide

the Client with advance Written Notice of at least 15 Business Days. However, the Client acknowledges

that a change which is made to reflect a change of Applicable Regulations or a request of a supervisory

body may, if necessary, take effect immediately. When the Company provides Written Notice it shall tell

the Client the date it comes into effect. The Client shall be treated as accepting the change on that date

unless, before then, the Client informs the Company that the Client wishes to terminate the Agreement

and not accept the change. The Client shall not have to pay any charges as a result of terminating in this

case, other than costs due and payable for Services offered until the termination.

25.3. For any change in the Agreement under paragraph 25.1 above herein, where the Company elects

to provide Written Notice via a post on the Website, the Company shall also provide the said Written

Notice with an additional means of Written Notice, but only to Clients who are natural persons.

Costs and Various

25.4. The Company shall have the right to review its costs, fees, charges, commissions, financing fees,

swaps, the Stop Out Level, trading conditions, execution rules, roll over policy and trading times, found

on the Company’s Website and/or Platform, from time to time. Such changes shall be effected on the

Website and /or the Platform and the Client is responsible to check for updates regularly. In the absence


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of a Force Majeure event, the Company shall be providing the Client with advance notice on its Website

and/or the Platform of at least 10 Business Days. The Client shall be treated as accepting the change on

that date unless, before then, the Client informs the Company that the Client wishes to terminate the

Agreement and not accept the change. The Client shall not have to pay any charges as a result of

terminating in this case, other than costs due and payable for Services offered until the termination.

25.5. By entering into this Agreement the Client duly acknowledges that he/she has read, understood

and accepted the information hereunder as these are uploaded on the Company’s Website, in which all

related spreads, commission, costs and fees are explained. The Company reserves the right to amend

at its discretion all such spreads, commission, costs and fees, and information on such amendments will

be made available on the Company’s Official Website. The Client further understands, accepts and

agrees herewith that it is his responsibility to visit the Company’s Official Website and review this

information during the time he is dealing with the Company as well as prior of him placing any orders

with the Company.

25.6. In the cases where such an event occurs that the Company decides in its reasonable opinion that

Force Majeure exists, the Company may, without any prior notice to the Client, at any time and without

any limitations, take any of the following actions:

i. increase margin requirements;

ii. The Client may be called upon to deposit substantial additional margin, at short notice, to maintain

their trading position. If the Client does not provide such additional margin within the time required by

the Company, their trade may be closed at a loss and the Client will be liable for any resulting deficit.

Margin Requirements

25.7. The Company has the right to change the Margin requirements, by providing at least ten Business

Days’ notice. Such changes shall be effected on the Website and /or the Platform and the Client is

responsible to check for updates regularly. The Company has the right to apply new Margin

requirements to the new positions. Should the Company wish to change the Margin Requirements for

open Positions, it shall have to provide the Client with at least 15 Business Days Written Notice to the

Client. However, it is agreed and understood that in extraordinary cases, the Company may make such

an amendment and apply them on new and open Positions on shorter notice or without giving prior


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notice, where in its reasonable opinion such an amendment is necessary to protect the interests of the

Client or of the Company. Margin Requirements always relate to each individual client account and must

be covered by margins available thereon

25.8. The Company has the right to change Margin requirements without prior notice to the Client in

the case of Force Majeure Event and especially when there are abnormal market conditions and high

volatility. In this situation the Company has the right to apply new Margin requirements to the new

positions and to the positions which are already open.

26. Termination and Results of Termination

26.1. Without prejudice to the Company’s rights under this Agreement to terminate it immediately

without prior notice to the Client, each Party may terminate this Agreement with immediate effect by

giving at least 15 Business Days Written Notice to the other Party. Termination will be without prejudice

to Transactions already initiated. In the case of such termination, all pending Transactions on behalf of

the Client shall be cancelled and any open positions shall be closed. Upon termination of this Agreement

the Company will be entitled, without prior notice to the Client, to cease the access of the Client to the

Company’s Trading Platform.

26.2. Termination by any Party will not affect any obligation which has already been incurred by either

Party or any legal rights or obligations which may already have arisen under the Agreement or any

Transactions made hereunder.

26.3. Upon termination of this Agreement, all amounts payable by the Client to the Company will

become immediately due and payable including (but without limitation) all outstanding costs and any

other amounts payable to the Company, any charges and additional expenses incurred or to be incurred

by the Company as a result of the termination of the Agreement.

26.4. Once notice of termination of this Agreement is sent and before the termination date:

(a) the Client will have an obligation close all his Open Positions. If he fails to do so, upon termination,

the Company will close any Open Positions (the time of the closing of the open positions is at the

discretion of the Company);

(b) the Company will be entitled to cease to grant the Client access to the Platform(s) or may limit the

functionalities the Client is allowed to use on the Platform(s);

(c) the Company will be entitled to refuse to accept new Orders from the Client;


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(d) the Company will be entitled to refuse to the Client to withdraw money from the Client Account and

the Company reserves the right to keep Client’s funds as necessary to close positions which have already

been opened and/or pay any pending obligations of the Client under the Agreement.

26.5. Upon Termination any or all the following may apply:

(a) The Company has the right to combine any Client Accounts of the Client, to consolidate the Balances

in such Client Accounts and to set off those Balances;

(b) The Company has the right to close the Client Account(s);

(c) The Company has the right to convert any currency;

(d) The Company has the right to close out the Client’s Open Positions;

(e) In absence of illegal activity or suspected illegal activity or fraud of the Client or instructions from the

relevant authorities, if there is Balance in the Client’s favour, the Company will (after withholding such

amounts that in the Company’s absolute discretion considers appropriate in respect of future liabilities)

pay such Balance to the Client as soon as reasonably practicable and supply him with a statement

showing how that Balance was arrived at and, where appropriate, instruct any Nominee or/and any

Custodian to also pay any applicable amounts. Such funds shall be delivered in accordance to the Client’s

Instructions to the Client. It is understood that the Company will effect payments only to an account in

the name of the Client. The Company has the right to refuse, at its discretion, to effect thirty party

payments.

(f) Termination shall not in any case affect the rights which have arisen, existing commitments and/or

any contractual provision which was intended to remain in force after the termination and in the case

of termination, the Client shall pay to the Company:

i. Any pending fees/commissions of the Company and any other amount payable to the Company;

ii. Any charge and additional expenses incurred or to be incurred by the Company as a result of the

termination of this agreement;

iii. Any damages which arose during the arrangement or settlement of pending obligations.


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26.6. The Company may terminate this Agreement immediately without giving fifteen (15) Business

Days’ notice in accordance with the terms of Clause 14 above herein ‘Events of Default’ and not limited

to the following cases:

i. The Client violates and/or breaches any part and/or term within this Agreement and/or any

documentation that forms part of this Agreement provided by the Company to the Client;

ii. The Client’s involvement in, but not limited to, any criminal and/or fraud and/or illegal action

and/or omission whether against the Client and/or in turn adverse implications to and/or

involvement of the Company deriving from and/or is linked in connection with the Client’s

involvement and/or in which it places the Company’s interests and/or any Company’s Clients

interests at risk prior to terminating the Agreement;

iii. Should any application be made and/or any order is issued and/or a meeting is convened and/or

a resolution is approved and/or any measures of bankruptcy and/or winding up of the Client are

taken;

iv. Such termination is required by any Competent Regulatory Authority and/or Governmental

Body and/or Court of Law;

v. The Company has grounds to believe that the Client’s trading activity affects in any manner the

reliability and/or smooth operation and/or orderly of the Company’s Trading Platform.

vi. The Client has failed to provide any information related to any investigation or/and verification

undertaken by the Company or/and any other Competent Authority;

vii. The Client act in a rude or abusive manner and/or threats to employees of the Company;

viii. False and/or misleading information provided by the Client or unsubstantiated declarations

made herein.

ix. The Death of the Client in the cases of the Client being a physical person.

x. The Company has grounds to believe that the Client’s trading activity affects in any manner the

reliability and/or smooth operation and/or orderly of the Company’s Trading Platform.


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27. Force Majeure

27.1. Neither Party shall be liable for the non-performance or improper performance of its obligations

under this Agreement, if such Party is prevented from or delayed by reason of occurrence of Force

Majeure circumstances and/or event, including but not limited to the following:

(a) Government actions, the outbreak of war or hostilities, the threat of war, military actions, rebellion,

acts of terrorism, national emergency, riot, strike, civil disturbance/disorder, sabotage, requisition, or

any other international calamity or political crisis;

(b) Act of God, earthquake, hurricane, typhoon, flood, fire, epidemic or other natural disaster;

(c) Labour disputes not including disputes involving the Company’s workforce;

(d) Postal or other strikes or similar industrial action;

(e) decisions by the legislative and/or other bodies of the Cyprus Republic (including the Central Bank,

the Cyprus Securities and Exchange Commission) and other countries, that makes it impossible for the

Party to fulfil its obligations under the Agreement;

(f) discontinuance or suspension of the operation of any Market;

(g) failure of communication for any reason with Market makers, mal-functioning and/or non-operation

of any computer transaction system due to defectiveness or failure of the mechanic equipment, fault or

stoppage in communication lines, any other problems in connection, breakdown or unavailability of

access to the internet or the Platform;

(h) other similar circumstances that are beyond the reasonable control of the affected Party that may

occur after the conclusion of the Agreement;

(i) Suspension of trading on a market or the liquidation or closure of any market, or the fixing of

minimum or maximum prices for trading on a market to which the Company relates its Quotes, or the

imposition of limits or special or unusual terms on the trading in any such market or a regulatory ban

on the activities of any party (unless the Company has caused that ban), decisions of state authorities,

governing bodies of self-regulating organizations, decisions of governing bodies of organized trading

platforms;

(j) Breakdown, failure or malfunction of any electronic, network and communication lines (not due to

the bad faith or wilful default of the Company) including, but not limited to any breakdown, or


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interruption of power supply, or failure of transmission or communication or computer facilities,

including but not limited to hacker attacks and/or other illegal actions against Company’s Electronic

Trading Platform and/or the Company’s equipment;

(k) There is extreme volatility in the Underlying Asset / Market;

(l) Any other extreme event beyond the reasonable control of the Company (such a terrorist attack, a

drastic decision of a Monetary or other Authority, a referendum) which may suddenly or drastically

affect the prices in the Underlying Asset / Market.

(m) Any other event, act and/or circumstances and/or action and/or omission and/or event and/or

occurrence in relation but not limited, to any natural and/or economic and/or social and/or political

and/or technological and/or governmental events and/or activities and/or omissions and/or

occurrences that will have direct effect in the regulated markets and which (including, without

limitation, to any illegitimate actions against not reasonably within the Company’s control and the effect

of that event(s) is such that the Company is not in a position to take any reasonable action to cure the

default, including but not limited to any other even that might be considered by the Company as an

abnormal market condition based on which the Company may be unable to execute a Client Order at a

declared price.

27.2. The Client understands, accepts and agrees herewith that if the Company determines in its

reasonable opinion that a Force Majeure Event exists (without prejudice to any other rights under the

Agreement) the Company may without prior notice to the Client and at any time take any or all of the

following steps, as these may deem applicable and/or necessary:

(a) Suspend and/or freeze and/or modify the application of any or all terms of the Agreement to

the extent that the Force Majeure Event makes it impossible or impractical for the Company to

comply with them.

(b) Take or omit to take all such other actions as the Company deems to be reasonably appropriate

in the circumstances with regard to the position of the Company, the Client and other clients.

(c) Shut down the Platform(s) in case of malfunction for maintenance and/or to avoid damage.

(d) Cancel any Client Orders.

(e) Refuse to accept Orders from Clients.


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(f) Inactivate the Client Account.

(g) Increase Margin requirements without notice.

(h) Increase the Stop Out Level without notice.

(i) Close out any or all Open Positions at such prices as the Company considers in good faith to be

appropriate.

(j) Determine at its discretion the quotes and spreads that are executable through the Trading

Platform and/or Decrease and/or Increase Spreads as applicable;

(k) Close out any or all Client’s Open Positions at such prices as the Company considers in good

faith to be appropriate;

(l) Increase and/or Decrease Leverage as applicable.

28. Limitations of Liability and Indemnity

28.1. The Company gives no warranty as to the performance and/or profitability of the Client’s trading

decisions.

28.2. The Company shall not be liable for any act or omission or for the solvency of any counterparty,

bank, custodian, liquidity provider or other third party which acts on behalf of the Client or with or

through whom transactions on behalf of the Client are carried out.

28.3. The Company shall not be liable for any loss suffered by the Client in connection with the Services

it provides to the Client under this Agreement unless such loss arises directly from the gross negligence,

wilful default or fraud of the Company.

28.4. It is provided that the Company shall not be liable to the Client or any other person for any

consequential, circumstantial, special or indirect damages (including without prejudice to the generality

of the aforementioned, loss of profit, loss of opportunity, commercial losses and damages) which are

incurred by the Client in connection with this Agreement.

28.5. Subject to the terms of this Agreement and Applicable Regulation, the Client agrees that the

Company’s maximum aggregate liability to the Client whether in contract, tort (including negligence) or

otherwise shall not exceed the higher of the amount that would be recoverable by the Company under

the Company’s professional indemnity insurance if the Client’s claim had been satisfied in full (less any


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amount, other than any excess payable by the Company under the terms of such insurance, that the

Company is unable to recover through no fault of the Company).

28.6. The Client agrees with the Company (for the Company’s own benefit and for the benefit of any

person who is or was a member, director, consultant or employee of the Company (each a ‘Connected

Person’) that the Company shall alone be liable to the Client and that no Connected Person (such as

director, employee or affiliate) will be personally liable to the Client (whether in contract, tort including

negligence or otherwise).

28.7. Save in cases of gross negligence, wilful default or fraud on the part of the Company, the Client

shall indemnify and keep indemnified the Company and/or its directors and/or its employees and/or its

representatives for any claim by third parties and/or for any loss, liability, costs or expenses which the

Company or any third party may have incurred or paid in respect of any act or omission of the Client

and/or its Authorised Representative / Attorney and/or due to the performance of the Agreement

and/or the provision of any Services and/or the liquidation of any Financial Instruments of the Client in

settlement of any claims of the Company.

28.8. The Company will not be held liable for any loss or damage or expense or loss incurred by the

Client in relation to, or directly or indirectly arising from but not limited to:

(a) Any error or failure or interruption or disconnection in the operation of the Platform(s), or any

delay caused by the Client Terminal or Transactions made via the Client Terminal, any technical

problems, system failures and malfunctions, communication line failures, equipment or

software failures or malfunctions, system access issues, system capacity issues, high internet

traffic demand, security breaches and unauthorized access, and other similar computer

problems and defects.

(b) Any failure by the Company to perform any of its obligations under the Agreement as a result

of Force Majeure Event or any other cause beyond its control.

(c) The acts, omissions or negligence of any third party.

(d) Any person obtaining the Client’s Access Data that the Company has issued to the Client prior

to the Client’s reporting to the Company of the misuse of his Access Data.

(e) Unauthorized third persons having access to information, including electronic addresses,

electronic communication, personal data and Access Data when the above are transmitted


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between the Parties or any other party, using the internet or other network communication

facilities, post, telephone, or any other electronic means.

(f) Any of the risks of the Risks Disclosure and Warnings Notice materializes.

(g) Currency risk materialises.

(h) Any changes in the rates of tax.

(i) The occurrence of Slippage.

(j) The Client relying on functions such as Trailing Stop, Expert Advisor and Stop Loss Orders.

(k) Under abnormal Market Conditions.

(l) Any acts or omissions (including negligence and fraud) of the Client and/or his Authorized

Representative.

(m) For the Client’s or his Authorised Representative’s trading decisions.

(n) All Orders given through and under the Client’s Access Data.

(o) The contents, correctness, accuracy and completeness of any communication spread by the use

of the Platform(s).

(p) As a result of the Client engaging in Social Trading (if applicable).

(q) As a result of Company’s actions/measures according to this Client Agreement (i.e. according to

paragraph 3.2 or paragraph 14.2 of this Client Agreement)

(r) Any (technical) fault of the Platform in connection with a software/system (i. g. Expert Advisor)

used by the Client.

(s) Any use of a software/system (i. g. Expert Advisor) by the Client in connection with the Platform.

28.9. In the event the Company provides information, recommendations, news, information relating to

transactions, market commentary or research to the Client (or in newsletters which it may post on its

Website or provide to subscribers via its Website or otherwise), the Company shall not, in the absence

of its fraud, wilful default or gross negligence, be liable for any losses, costs, expenses or damages

suffered by the Client arising from any inaccuracy or mistake in any such information given.


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29. Representations and Warranties

29.1. The Client represents and warrants to the Company the following:

(a) The Client is at least 18 years old, or the age of legal consent and/or has full capacity and/or is

competent to enter into the present Agreement and for engaging in financial investment

activities under the Laws of any jurisdiction that applies to him and is aware of the local Laws

and regulations of his country of residence in regards to being allowed to enter into this

Agreement and the information he provides during the registration process as well as in any

Company’s document is true correct, complete and accurate and that he/she will promptly

inform the Company of any changes to the details or information provided to the Company.

(b) The Client is of sound mind and capable of taking decisions for his own actions.

(c) There are no restrictions on the markets or financial instruments in which any Transactions will

be sent for execution, depending on the Client’s nationality or religion.

(d) All actions performed under the Agreement will not violate any Law or rule applicable to the

Client or to the jurisdiction in which the Client is resident, or any agreement by which the Client

is bound or by which any of the Client’s assets or funds are affected.

(e) The Client will not use the IP or the Platform or Website in contravention to this Agreement, or

for unauthorized or unlawful purposes and that he will use the IP, Platform and Website only

for the benefit of his Client Account and not on behalf of any other person.

(f) The Client is duly authorised to enter into the Agreement, to give Orders and to perform its

obligations hereunder.

(g) The Client is the individual who has completed the Account Opening Application Form or, if the

Client is a company, the person who has completed Account Opening Application Form on the

Client’s behalf is duly authorised to do so.

(h) The Client is acting as a principal and not as agent or representative or trustee or custodian on

behalf of someone else. The Client may act on behalf of someone else only if the Company

specifically consents to this in writing and provided all the documents required by the Company

for this purpose are received.


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(i) The information provided by the Client to the Company in the Account Opening Application

Form and at any time thereafter is true, accurate and complete and the documents handed over

by the Client are valid and authentic.

(j) The Client has read and fully understood the terms of the Agreement including the information

in the Appendices.

(k) The Client funds used for trading are not in any direct or indirect way the proceeds of any illegal

activity or used or intended to be used for terrorist financing.

(l) The Client is not a Politically Exposed Person and does not have any relationship (for example

relative or business associate) with a person who holds or held in the last twelve months a

prominent public position. If the above statement is untrue and in the event that the Client has

not disclosed this already in the Account Opening Application Form, he will inform the Company

as soon as possible will notify the Company if at any stage during the course of this Agreement

he becomes a Politically Exposed Person.

(m) The Client is not from the Australia, USA, Canada and Turkey and FATF blacklisted countries as

these may be amended from time to time. It is on the Company’s discretion to either accept

and/or establish a business relationship with Clients from these countries and/or from any other

countries where special legal conditions or limitations exists.

(n) He has read and understands the Risks Disclosure and Warnings Notice.

(o) The Client consents to the provision of the information of the Agreement by means of a Website

or email.

(p) The Client confirms that he has regular access to the internet and consents to the Company

providing him with information, including, without limitation, information about amendments

to the terms and conditions, costs, fees, this Agreements, Policies and information about the

nature and risks of investments by posting such information on the Website or email. Should

the Client wish, he may request from the Company for these documents to be provided and/or

sent by post or facsimile to him.

(q) The Client warrants to the Company that all and any documents delivered by or on behalf of

the Client to the Company are at all times true, valid and authentic. Any information which the

Client provides to the Company will not be misleading and will be true and accurate in all


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material respects. The Client will inform the Company if his/her position changes and

information provided to the Company becomes misleading or does not materially represent

Client’s capacity and ability to trade with the Company.

(r) The Client unreservedly states, affirms, warrants and guarantees that he accepts that the

Company will act as an agent on the Client’s behalf and will endeavour to find the best Execution

Venue (Liquidity Provider) for the execution of the Client’s Orders.

(s) The Client unreservedly states, affirms, warrants and guarantees that he has chosen the

investment amount, taking his total financial circumstances into consideration which he/she

considers reasonable under such circumstances.

(t) Any monies deposited by the Client to the Company shall belong exclusively to the Client, free

of any lien, charge, pledge and any other encumbrance, and that they shall not be either directly

or indirectly proceeds of any illegal act or omission nor a product of any criminal activity.

(u) The Client acts for himself and not as a representative nor as a trustee of any third person,

unless he has produced, to the satisfaction of the Company, a document of powers of attorney

enabling him to act as representative and/or trustee of any third person.

(v) The Client acknowledges that the Company shall not be obliged to inform the Client on an

individual basis for any developments or changes on existing Laws, directives, regulations,

information and policies from any competent authority but the Client should refer to the

Company’s Website to obtain all these data and information as well as to any other document

that the Company may from time to time publish.

(w) The Client warrants that he/she has regular access to the Internet, and to the e-mail address

and mailbox he/she has provided, and it is hereby expressly agreed that it is appropriate for the

Company to communicate information, relevant to this Agreement and the provision of the

Investment Services, to the Client by electronic means, including through the Company’s

Website, even though such information may not be addressed personally to the Client.

(x) The Company shall not be held liable for any loss which is or which may be 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.


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(y) The Client warrants and represents that he/she shall indemnify the Company and maintain it so

indemnified against any claim, damage, liability, costs or expenses of any third party and/or

which may be satisfied by the Company and which may arise in relation to this 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 and/or in relation to the non-fulfilment of any of the

Client’s statements and/or Orders and/or instructions contained in this Agreement.

(z) Trading is leveraged Financial Instruments involves significant risk on your invested capital.

However, the Company follows a ‘no negative balance’ policy which means that you cannot lose

more than your invested capital.

30. Complaints and Disputes

30.1. The Company is obliged to promptly and without any undue delay resolve any Client complaints

and/or disputes and/or grievances given that such complaints and/or disputes and/or grievances are

sent in writing to the relevant Department giving all relevant details of the problem/complaint by using

the relevant form available within our official website www.nagamarkets.com If the Client wishes to

report a complaint, he must send an email to the Company with the completed “Complaints Form”

found in the Client Portal. The Company will try to resolve to resolve it without undue delay and

according to the Company’s Complaints Procedure for Clients.

30.1.1. Any complaints should be sent either by post at the Company’s registered office address or

electronically to [email protected]. Upon receipt of such complaint by the Company, a

written confirmation-of-receipt is sent back to the Client in accordance with the Complaints Policy of

the Company together with a note that the complaint will be investigated and the results will be

communicated to the Client as soon as possible. At the same time the complaint and related details is

recorded internally and investigated until resolved according to the relevant procedures-manual of the

Company. Once the complaint is resolved specific solutions/remedies are communicated and proposed

by the Company to the Client.

30.2. If a situation arises which is not expressly covered by this Agreement, the Parties agree to try to

resolve the matter on the basis of good faith and fairness and by taking such action as is consistent with

market practice.


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30.3. The Client’s right to take legal action remains unaffected by the existence or use of any complaints

procedures referred to above.

31. Applicable and Governing Law and Applicable Regulations

31.1. If a settlement is not reached by the means described in paragraph 30.1 of this Client Agreement,

all disputes and controversies arising out of or in connection with this Agreement shall be finally settled

in court in the Republic of Cyprus.

31.2. This Agreement and all transactional relations between the Company and the Client are governed

by the Laws of the Republic of Cyprus.

31.3. All transactions on behalf of the Client shall be subject to Applicable Laws and Regulations which

govern the establishment and operation, the regulations, arrangements, directives, circulars and

customs of the Cyprus Securities and Exchange Commission (CySEC) and any other public authorities

which govern the operation of the Company, as these may be amended and/or modified from time to

time. The Company shall be entitled to take and/or omit to take any actions and/or measures which it

considers necessary and/or desirable in view of compliance with the Laws and Regulations in force in

order to ensure compliance with the Applicable Laws and Regulations and the relevant market rules in

force at the time. Any such measures as may be taken and all the Laws and Regulations in force shall be

binding on the Client.

31.4. All rights and remedies provided to the Company under this Agreement are cumulative and are

not exclusive of any rights and/or remedies provided by Law.

32. Severability

32.1. Should any part of this Agreement be held by any Court of competent jurisdiction to be invalid,

unenforceable or illegal or contravene any rule, regulation or by Law of any Market or regulator, the

remaining provisions of this Agreement shall be construed as having full legal force and enforceability.

and the Parties shall take all measures to agree in good faith on a new valid provision to replace the

invalid one, so that such new provision is maximally close in its purpose to the provision declared as

invalid.


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33. Non-Exercise of Rights - Waiver

33.1. Either Party’s failure to seek redress for violations, or to insist upon strict performance, of any

condition or provision of this Agreement, or its failure to exercise any or part of any of right or remedy

to which that Party is entitled under this Agreement, shall not constitute an implied waiver thereof.

34. Assignment

34.1. The Client understands, accepts and agrees herewith that the Company may at any time sell,

transfer, assign or novate to a third party any or all of its rights, benefits or obligations under this

Agreement or the performance of the entire Agreement subject to providing 15 Business Days Prior

Written Notice to the Client. This may be done without limitation in the event of merger or acquisition

of the Company with a third party, reorganisation of the Company, winding up of the Company or sale

or transfer of all or part of the business or the assets of the Company to a third party.

34.2. It is agreed and understood that in the event of transfer, assignment or novation described in

paragraph 34.1 above, the Company shall have the right to disclose and/or transfer all Client Information

(including without limitation personal data, recording, correspondence, due diligence and client

identification documents, files and records, the Client trading history) transfer the Client Account and

the Client Money as required, subject to providing 15 Business Days prior Written Notice to the Client.

34.3. The Client understands, accepts and agrees herewith that the Client may not transfer, assign,

charge, novate or otherwise transfer or purport to do so the Client’s rights or obligations under the

Agreement.

35. Introducer

35.1. In cases where the Client is introduced to the Company through a third person such as a business

introducer or associate or affiliate or agent (“Introducer”), the Client acknowledges, accepts and agrees

herewith that the Company is not bound by any separate agreements entered into between the Client

and the Introducer. The Client understands, accepts and agrees herewith that the Introducers are not

authorised by us to bind the Company in any way, to offer credit in our name, to offer guarantees against

losses, to offer investment services or legal, investment or tax advice in our name or collect your money.

35.1.1. The Client understands, accepts and agrees herewith that the terms of association of the

Introducer is determined by the relevant Agreement between the Company and the Introducer based

on which they can only provide (a) Marketing and advertising services for soliciting the Clients of the


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Company and consequently introduce clients to the Company; and (b) these services are restricted to

introduction of clients only and not to the reception and transmission of their orders or to portfolio

management services. Further, The Client understands, accepts and agrees herewith that the Introducer

under no circumstances might act as a Tied Agent and/or Broker of the Company.

35.2. The Client acknowledges that the Company shall pay the Introducer with inducements for the

introduction of Clients, calculated on the revenue generated from the Company. The Client understands,

accepts and agrees herewith that Introducers are typically paid commission which is worked into the

client spread (i.e. add pips to best bid and subtracting pips to best offer) or again via rebates to the

agent on a volume override basis. More details on such inducements will be disclosed to the Client upon

request and/or as applicable.

36. Inducements

36.1. The Client understands, accepts and agrees herewith that when providing a service to a Client, the

Company may be required to pay and/or receive fees, commissions and/or other non-monetary benefits

from third parties as far as permissible including, but not limited to payment of costs, fees, commissions,

charges, taxes, etc.

36.1.1. The Client understands, accepts and agrees herewith that in addition to those costs mentioned

within Clause 36.1. above herein, other costs may be due by Clients directly to third parties.

36.1.2. The Client understands, accepts and agrees herewith that unless agreed otherwise in writing

between the Client and the Company, all costs payable by the Client to the Company are automatically

debited from the client’s current account. To the extent required by applicable Laws and Regulations,

the Company will provide information on such benefits to its clients in accordance with the provisions

of Clause 23 above herein.

36.2. The Client understands, accepts and agrees herewith that in addition to Clause 36.1. above herein,

the Client you will be responsible for the payment of any third party charges the Company may incur

and/or suffer on your behalf including (without limit) commissions, brokerage fees, transfer fees,

registration fees together with all and any value added tax and any other relevant tax, duty or

impositions at the then prevailing rates, and all other liabilities, charges, costs and expenses payable in

connection with any Transactions effected with or for you in providing our Services.


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36.3. Should the Company pay or receive any fees or inducements other than to the Introducers as per

paragraph 35.2 of this Client Agreement, it shall notify the Client according to Applicable Regulations.

37. Conflicts of Interest

A “conflict of interest” is a situation where the Company and/or an employee and/or other business

associate(s) of the Company has competing professional and/or personal interest(s), which may prevent

services being provided to Clients in an independent and/or impartial manner. The Company is

committed to identify, monitor and manage all actual and/or potential conflicts of interest that can or

may arise between us and the Client and/or any person directly and/or indirectly associated with the

Company including and/or amongst the Company’s Clients’ interests.

37.1. The Client acknowledges, understands, accepts and agrees herewith that under Applicable

Regulations the Company (including its managers, employees, etc.) is required to have arrangements in

place to manage conflicts of interest between the Company and its Clients and between the Company’s

different Clients. Further, the Client acknowledges, understands, accepts and agrees herewith that the

Company is required to take all reasonable steps to detect and avoid conflicts of interest. The Company

is committed to act honestly, fairly and professionally and in the best interests of its clients and to

comply, in particular, with the principles set out in the above legislation when providing investment

services and other ancillary services related to such investment services.

37.2. Further the Client acknowledges, understands, accepts and agrees herewith that the Company

operates in accordance with a conflicts of interest policy it has put in place for this purpose under which

the Company has identified those situations in which there may be a conflict of interest. The Company

will make all reasonable efforts to avoid conflicts of interest and when they cannot be avoided the

Company shall ensure that Clients are treated fairly and at the highest level of integrity and that their

interests are protected at all times. Company’s \Conflicts of Interest Policy’ is available on Company’s

Website. Further details will be disclosed to the Client and/or can be provided upon request and/or as

applicable.

37.3. When the Company offers Investment and/or Ancillary Services to the Client, the Company, an

associate or some other person connected with the Company, may have an interest, relationship or

arrangement that is material in relation to the Transaction concerned or that conflicts with the Client’s

interest. The Client acknowledges, understands, accepts and agrees herewith that, the Company in

order to ensure that, the Company manages conflicts of interest effectively, the Chief Operating


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Officers, General Managers together with the Chief Compliance Officer will have overall responsibility

to enable that the Company identifies and manages any conflicts of interest appropriately, effectively

and in line with the applicable Laws in accordance to the Cyprus Securities and Exchange Commission

(CySEC) Rules, Guidance and Regulations.

37.4. The Client acknowledges, understands, accepts and agrees herewith that the Company has set up

internal policies and has an in-house dedicated Compliance Department that is responsible for

identifying and managing potential conflicts interests. The Compliance Department will also update the

relevant internal procedures and ensure compliance with such procedures. The Client acknowledges,

understands, accepts and agrees herewith that the Company maintains and operates effective

organisational and administrative procedures to manage the identified conflicts of interest and that the

Company also undertakes ongoing monitoring of business activities to ensure that internal procedures

and controls are appropriate.

37.5. By accepting this Agreement, the Client acknowledges understands, accepts and agrees herewith

that he has read, understood and accepted the “Conflicts of Interest Policy” which was provided to him

during the registration/on-boarding/acceptance process and which is uploaded on the Company’s

official website.

37.6. Despite any inducements that the Company may pay or receive from third parties, in order to

avoid any possible conflicts of interest, we have in place a “Conflicts of Interest Policy” and all our staff

is trained on and signs a declaration to confirm they understand and uphold.

37.7. The Client acknowledges understands, accepts and agrees herewith that the Company shall at all

times have the duty to examine whether the approved persons are aware of the detection and timely

resolution of the causes that give rise to a conflict of interest between the Company, including persons

associated with the Company, and its Clients and/or amongst the Company’s Clients’ interest. For this

purpose, the Company has in place Chinese Walls procedures based on which no communicating of

information and data between the various business units of the Company and especially, whether the

Company’ s officers and employees have access to data in the possession of business units to which

such access is not permitted. In particular, the necessary Chinese Walls shall be erected between the

Reception & Transmission Department, the Execution Department and the Dealing on Own Account

Department, as well as with the rest of the Company’s organisational units, so that to prevent the flow


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of confidential information in a way that may adversely affect the interest of the clients. The Compliance

Department shall be responsible for maintaining such Chinese Walls, by means of regular checks and

monitored by the Company’s Internal Auditor.

37.8. The Client acknowledges understands, accepts and agrees herewith that the Company has,

implemented and maintained adequate arrangements aimed at preventing the following activities in

the case of any relevant person who is involved in activities that may give rise to a conflict of interest

and/or who has access to inside information within the meaning of the Insider Dealing and Market

Manipulation (Market Abuse) Law, as this may be amended from time to time, and/or to other

confidential information relating to Clients and/or transactions with and/or for Clients by virtue of an

activity carried out by any relevant person on behalf of the Company; namely:

a) Entering into a personal transaction which meets at least one of the following criteria:

➢ That person is prohibited from entering into it under the Insider Dealing and Market

Manipulation (Market Abuse) Law;

➢ It involves the misuse and/or improper disclosure of that confidential information;

➢ It conflicts or is likely to conflict with an obligation of the Company under the Law.

b) Advising and/or procuring, other than in the proper course of his employment and/or contract

for services, any other person to enter into a transaction in financial instruments which, if a

personal transaction of the relevant person, would be covered by point (a) above and/or by the

fact that the Company shall not misuse information relating to pending client orders, and takes

all reasonable steps to prevent the misuse of such information by any of its relevant persons.

c) Without prejudice to Section 9(1)(b) of the Insider Dealing and Market Manipulation (Market

Abuse) Law, disclosing, other than in the normal course of his employment and/or contract for

services, any information or opinion to any other person if the relevant person knows and/or

reasonably ought to have know, that as a result of that disclosure that other person will or would

be likely to take either of the following steps:

➢ To enter into a transaction in financial instruments which, if a personal transaction of the

relevant person, would be covered by point (a) above or by the fact that the Company shall not


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misuse information relating to pending client orders, and takes all reasonable steps to prevent

the misuse of such information by any of its relevant persons.

➢ To advise or procure another person to enter into such a transaction.

The Client acknowledges understands, accepts and agrees herewith that each relevant person covered

by points (a), (b) and (c) mentioned above herein is aware of the restrictions on personal transactions,

and of the measures established by the Company in compliance with personal transactions and/or

disclosure, according to points (a), (b) and (c) above.

38. Authorised Representative

38.1. The Company may in certain cases accept an Authorised Representative on behalf of the Client, at

his own risk, to place Orders to the Company or to handle any other matters related to the Client

Account or this Agreement, to act on behalf of the Client in all business relationships with the Company

as defined in this Agreement provided the Client notifies the Company in writing of the appointment of

an Authorised Representative, submits the relevant documentation (such as a Limited Power of

Attorney (LPOA) and KYC documents) and this person is approved by the Company fulfilling all of the

Company specifications for this.

38.2. Unless the Company receives a written notification from the Client for the termination of the

authorisation of Authorised Representative, the Company, without prejudice to paragraph 38.4 herein

below, has the right to continue accepting Orders and/ or other instructions relating to the Client

Account by the Authorised Representative on the Client’s behalf and the Client will recognise,

acknowledge, understand, accept and agree herewith that such orders are valid and committing to him.

38.3. The written notification for the termination of the authorisation of the Authorised Representative

has to be received by the Company with at least five Business Days’ written notice prior to the

termination of the authorisation date.

38.4. The Company has the right (but NOT an obligation to the Client) to refuse to accept Orders and/

or other instructions relating to the Client Account from the Authorised Representative in any of the

following cases:

(a) if the Company reasonably suspects that the Authorised Representative is not legally allowed or

properly authorised to act on the Client’s behalf and/or for the Client’s Account;


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(b) an Event of Default occurred;

(c) in order for the Company to ensure compliance with the relevant market rules and or practices,

Applicable Laws and Regulations; or

(d) in order to protect the interest of the Client.

38.5. The Client acknowledges understands, accepts and agrees herewith that the Company reserves

the right at its absolute discretion and without prior notice to the Client, to refuse to accept instructions

from any Authorised Representative and to consider the appointment of any such person as terminated.

Furthermore, the Client acknowledges understands, accepts and agrees herewith that the Company

reserves the right and may, at any time and at its absolute discretion, reject any existing and/or

previously accepted LPOA between the Client and any Authorised Representative, and may at its

absolute discretion and without prior notice to the Client reverse any relative Transactions and/or

restore any affected Client Accounts and Client Accounts’ Balance as may be deemed necessary.

39. Multiple Account Holders

39.1. Where the Client comprises two or more persons, the liabilities and obligations under the

Agreement shall be joint and several. Any warning or other notice given to one of the persons which

form the Client shall be deemed to have been given to all the persons who form the Client. Any Order

given by one of the persons who form the Client shall be deemed to have been given by all the persons

who form the Client.

39.2. In the event of the death or mental incapacity of one of the persons who form the Client, all funds

held by the Company or its Nominee, will be for the benefit and at the order of the survivor(s) and all

obligations and liabilities owed to the Company will be owed by such survivor(s).

40. Bonus

40.1. Any bonus or similar benefits provided by the Company from time to time shall be governed by

their terms and conditions.

40.2. The Client has the right and not an obligation to accept a Bonus or similar benefits.

40.3. Should the Client abuse any Bonuses, the Company shall have the right to cancel the Bonuses and

the trading profits generated from the Bonuses.


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41. Taxes

41.1. It is agreed and understood that the Client shall be solely responsible for all filings, tax returns and

reports which should be made to any relevant authority, whether governmental or otherwise, and for

payment of all taxes (including but not limited to any transfer or value added taxes), arising out of or in

connection with his trading activity with the Company hereunder. It is possible that other costs,

including taxes, relating to transactions carried out on the Platform may arise for which the Client is

liable and which are neither paid via us nor imposed by the Company. Without derogating from the

Client’s sole and entire responsibility to account for tax due, it is agreed that the Company may deduct

tax, as may be required by the applicable Law, with respect to the Client’s trading activity on the

Platform. The Client is aware that the Company has a right of set-off against any amounts in the Client

Account with respect to such tax deductions, and hereby authorizes the Company to withdraw amounts

from the Client Account with which to pay such taxes. The Client shall have no claim against the

Company with regard to such deductions. The Client further agrees that such deductions may mean that

the Margin Requirements are not met.

41.2. The Client undertakes to pay all stamp expenses relating to this Agreement and any

documentation which may be required for the currying out of the transactions under this Agreement.

42. Currency Conversion

42.1. For any conversion required to be effected from one currency to another for effecting any

transaction or act by the Company pursuant to this Agreement, the Company is entitled to debit the

Client Account with the equivalent amount of the transaction in the currency of the Client Account. In

addition, any deposit in foreign currency to the Client Account, shall be converted into the currency of

the Client Account. Client notices that the Companies Bank might convert foreign currencies

automatically and fees might occur or rejects transfers in foreign currencies.

42.2. The Client acknowledges and agrees that the Client shall undertake all risks deriving from any such

conversion and in particular, without prejudice to the generality of the above, the risk of loss which may

be incurred as a result of fluctuations in exchange rates.

43. Client Acknowledgments of Risk

43.1. 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 become of no value.


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43.2. 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 and accepts and declares

that he is willing to undertake this risk.

43.3. The Client declares that he has read, comprehends and herewith explicitly and unreservedly

accepts the following:

(a) Information of the previous performance of a Financial Instrument does not guarantee its current

and/or future performance. The use of historical data does not constitute a binding or safe forecast as

to the corresponding future performance of the Financial Instruments to which the said information

refers.

(b) Some Financial Instruments may not become immediately liquid as a result e.g. of reduced demand

and the Client may not be in a position to sell them or easily obtain information on the value of these

Financial Instruments or the extent of the associated risks.

(c) When a Financial Instrument is traded in a currency other than the currency of the Client’s country

of residence, any changes in the exchange rates may have a negative effect on its value, price and

performance.

(d) A Financial Instrument on foreign markets may entail risks different to the usual risks of the markets

in the Client’s country of residence. In some cases, these risks may be greater. The prospect of profit or

loss from transactions on foreign markets is also affected by exchange rate fluctuations.

(e) The Client must not trade in Contracts for Difference (CFDs) unless he is willing to undertake the risks

of losing entirely all the money which he has invested and also any additional commissions and other

expenses incurred.

43.4. The Client agrees and understands that trading on an electronic Trading System carries risks.

43.5. The Client has chosen the particular investment and the amount, taking his total financial

circumstances into consideration which the Client considers reasonable under such circumstances.

44. Client Consents

44.1. The Client agrees and understands that no interest shall be due on the money the Company hold

in his Account.


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44.2. The Client solemnly declares that he has carefully read and fully understood the entire text of the

terms and conditions of this Agreement with which he fully and unreservedly agrees.

44.3. The Client solemnly declares that he has read, understood, found satisfactory and explicitly

consents and accepts as an integral part of this Customer Agreement the following binding information

as these may be provided and published within the Official Website of the Company; and herein

represents, warrants, undertakes, acknowledges and explicitly consents to any additional and/or

subsequent additions and/or amendments to these thereof, as these may be amended from time to

time by the Company in accordance with applicable legislation and published within the Official Website

of the Company; namely:

“Conflicts of Interest Policy”, “Best Execution Policy and Policy to Act in the Best Interest of the Client”,

“Risk Disclosure and Warnings Notice”, “Client Categorisation Policy”, “Investor’s Compensation Fund”,

“Complaints Policy and Complaint Reporting Form”

44.4. The Client specifically consents to the provision of the information of paragraph 44.3 above herein

by means of the Company’s Website.

44.5. The Client specifically consents to the provision marketing material from the Company.

44.6. The Client consents that the Company may hold Client money on the Client’s behalf outside the

EU/EEA and that the Company will not be liable for the insolvency, acts or omissions of any third party

referred to in this clause.

44.7. The Client explicitly and irrevocably consents and accepts that the Company reserves the right to

amend its policies at any time by making them public on the Company’s Official Website and that the

Client explicitly and irrevocably consents and accepts that the latest version(s) of any of the

Documentation and/or Policies published on the Company’s official website shall prevail and will

constitute an integral part of this Client Agreement.

Executed on: ___________________

Client Signature: ___________________ Client Name: ______________________________


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For & on behalf of the Company___________________________________________[Company Seal]

Appendix 1 – CFD TRADING TERMS

1. Scope

1.1. This Appendix is applicable only to those Clients trading in the Financial Instruments of CFDs.

2. Types of CFD Orders

2.1. The following CFD Orders may be placed with the Company, depending on the types of Client

Account:

(a) Limit. Orders executed according to Client specifications at the limit price or better until they

are filled, cancelled, or expired.

(b) Market. Orders are executed immediately at the best available price in the system.


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(c) Stop. Orders are active but do not execute until the market price reaches the Order’s trigger

price. Orders are then executed as market order.

3. Placing, Cancelling or Removing Orders and Execution of Client Orders

3.1. Orders can be placed, executed and (if allowed) changed or removed within the Trading Hours for

each type of CFD appearing on the Company’s Website and/or the Platform, as amended from the

Company from time to time.

3.2. Pending Orders, not executed, shall remain effective through the next trading session (as

applicable).

3.3. Market Orders not executed because there is not enough volume to fill them, will not remain

effective and will be cancelled.

3.4. All open spot positions will be rolled over to the next business day at the close of business in the

relevant Underlying Market, subject to the Company’s rights to close the open spot position. Any open

forward positions will be rolled over at the expiry of the relevant period into the next relevant period

subject to the Company’s rights to close the open forward position.

3.5. Orders shall be valid in accordance with the type and time of the given Order, as specified by the

Client. If the time of validity of the order is not specified, it shall be valid for an indefinite period.

However, the Company may delete one or all pending orders if the Client Account Equity reaches zero.

However, the Company may delete one or all pending orders at Stop Out level as defined in paragraph

7.6. below.

3.4. Orders cannot be changed or removed after placed in the market. Stop Loss and Take Profit Orders

may be changed even if the trade was placed in the market as long as they are higher in distance than a

specific level (depending on the trading symbol).

3.6. The Client may change the expiry date of Pending Orders or delete or modify a Pending Order before

it is executed, if it is not Good Till Cancelled (GTC).

3.7. The Company shall receive and transmit for execution to the Liquidity Provider all Orders given by

the Client strictly in accordance with their terms. The Company will have no responsibility for checking

the accuracy of any Order.


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3.8. CFD Orders are executed as:

(a) CFD on currency pairs:

• Take Profit (T/P) orders are executed at stated prices or better;

• Stop Loss (S/L) orders are executed at the first available market price;

• Limit orders are executed at stated prices or better;

• Buy Stop and Sell Stop orders for position opening are executed at first available market price.

(b) CFD on other underlying assets:

• Take Profit (T/P) orders are executed at stated prices or better;

• Stop Loss (S/L) orders are executed at first available market price;

• Limit orders are executed at stated prices or better;

• Buy Stop and Sell Stop orders for position opening are executed at first available market price.

3.9. During the course of this Agreement in relation to all individual CFD trading the Company will

execute Client Orders by following the Best Execution Policy and Policy to Act in the Best Interest of the

Client, as described in paragraph 6.1 of this Client Agreement.

3.10. The Company is under no obligation, unless otherwise agreed in the Agreement, to monitor or

advise the Client on the status of any Transaction or to close out any Client’s Open Positions. When the

Company decides to do so, this will be done on a discretionary basis and will not be considered an

undertaking of an obligation to continue.

3.11. It is the Client’s responsibility to be aware of his positions at all times.

3.12. The Quotes appearing on the Client’s terminal are based on the quotes from liquidity providers

and are indicative quotes and hence the actual execution price may vary depending on the market

conditions. For example, if there is high volatility in the Underlying Market the execution of the Order

may change due to execution time and also the Client may ask for price but he will get the first price

that will be in the market and this may result in positive or negative Slippage for the Client.


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3.13. In the event that the Company is unable to proceed with an Order, with regard to price or size or

other reason, depending on the Order type, the Order may be rejected or partially filled.

4. Spreads and Swaps

4.1. The Client explicitly and irrevocably consents and accepts that the Company executes Client’s orders

at the best Bid and Ask prices as derived from Company’s Liquidity Providers.

4.2. The Client explicitly and irrevocably consents and accepts that the Company relies on third party

liquidity providers for prices and available volume (“market depth”) and therefore execution of Client’s

orders will depend on the pricing and available liquidity of the providers. The Spread is not fixed and

will vary depending on market conditions and streaming prices/liquidity received by the Company from

its Liquidity Providers.

4.3. The Client explicitly and irrevocably consents and accepts that where the Company determines that

the Client either once-off or systematically takes advantage of delayed or wrong price feeds by trading

on them, the Company reserves the right (a) to adjust the price(s) and/or the spread(s) provided to the

Client, (b) to delay the price confirmation, (c) to restrict Client’s access to the Trading Platform and/or

provide only manual quotes, (d) to retrieve any historic profits from the Client’s trading account,

provided that it can document that such trading profits have been obtained as a result of a price(s)

abuse at any time during the relationship with the Client, (e) to immediately terminate by way of written

notice the relationship with the Client.

4.4. The Client explicitly and irrevocably consents and accepts that a commission is applied upon trading

on all CFD's on futures products.

4.5. The Client explicitly and irrevocably consents and accepts that a spread position may be as risky as

a simple long (or short) position and can be more complex

4.6. The Client explicitly and irrevocably consents and accepts that a fixed amount will be deducted as

commission per each standard lot of CFD's on futures contract as determined for each account type in

Account Types Policies.

4.7. The Client explicitly and irrevocably consents and accepts that all trading accounts are monitored

by the Risk Management Department, and certain conditions (Swaps, Commissions and/or any other

Fees) may apply at any time to any account as the Risk Management Department may determine.


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4.8. The Client explicitly and irrevocably consents and accepts that Spread is not fixed and will vary

depending on market conditions, streaming prices and liquidity received by the Company from Liquidity

Providers.

4.9. The Company’s BID and ASK prices for a given CFD are calculated by reference to the price of the

relevant Underlying Asset, provided by the Company’s Execution Venue(s). The Execution Venues obtain

prices (BID and ASK prices) of the Underlying Asset for a given CFD from third party reputable external

reference sources (i.e. price feeders). The Execution Venues then use these prices to calculate their own

tradable prices for a given CFD and provide them to the Company.

4.10. The Company obtains the prices from the Execution Venue(s) and then the Company increases the

Spread (i.e. the difference between the BID and ASK prices). So, the prices it quotes to Clients compared

to the prices it obtains from third party external reference sources are higher, as they include a mark-

up.

4.11. For keeping a position overnight in some types of CFDs the Client may be required to pay or receive

financing fees “Swap/Rollover”. Swap rates appear in the Contract Specifications on our Website

www.nagamarkets.com and/or Platform. Swaps are calculated when the position is kept open overnight

at 22:59 (Server Time) and are charged daily. Weekend swaps are calculated on Wednesday for FX,

Metals and Commodities as triple-swap and on Friday for Indices and Equities as triple-swap.

4.12. All prices and Swaps appear on the Platform.

5. Lots

5.1. The 1 (one) standard lot size is the measurement unit specified for each CFD. The Company may

offer standard lots, micro-lots and mini-lots, in its discretion, as defined from time to time in the

Contract Specifications or the Company’s Website.

6. Trailing Stop, Expert Advisor and Stop Loss Orders

6.1. The Client agrees that trading operations using additional functions of the Client Trading Terminal

such as Trailing Stop and/or Expert Advisor are executed completely under the Client’s responsibility, as

they depend directly on his trading terminal and the Company bears no responsibility whatsoever.


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6.2. The Client agrees that placing a Stop Loss Order will not necessarily limit losses to the intended

amounts, because market conditions may make it impossible to execute such an Order at the stipulated

price and the Company bears no responsibility whatsoever.

7. Margin Requirements

7.1. The Client shall provide and maintain the Initial Margin and/or Hedged Margin in such limits as the

Company, at its sole discretion, may determine at any time under the Contract Specifications for each

type of CFD. These appear on the Website and/or Platform. Margin Requirements always relate to each

individual client account and must be covered by margins available thereon

7.2. The Company has the right to change the Margin requirements, according to paragraphs 25.5 and

25.6 of the Client Agreement.

7.3. Without prejudice to paragraph 13.1 of the Client Agreement, the Company has the right to close

at market prices and or limit the size of Client Open Positions and to refuse new Client Orders to

establish new positions in any of the following cases:

(a) The Company considers that there are abnormal trading conditions.

(b) The value of Client collateral falls below the minimum margin requirement.

(c) At any time, Equity (current balance including open positions) is equal to or less than a specified

percentage of the margin (collateral) needed to keep the open position.

(d) In case of fraud or Abusive Trading of the Client

(e) The system of the Company rejects the Order due to trading limits imposed on the Client

Account.

(f) When the Margin Level reaches the Stop Out Level (ratio of Equity to Margin in the Client

Account), the Client positions will start closing automatically at market prices starting with the

highest losing Order and the Company has the right to refuse a new Orders. Stop Out level is

available on the Website and/or the Platform and may be amended by the Company according

to paragraph 25.4 of this Client Agreement.


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(g) When the Client fails to take a measure of paragraph 7.4. below. However, it is understood that

it is the Client’s responsibility to monitor, at all times, the amount deposited in the Client

Account against the amount of Maintenance Margin required and it is understood that the

Company has the right to take the actions of this paragraph, even if a Margin Call is not made

under paragraph 7.4 below.

7.4. The Company does not have an obligation to make Margin Calls to the Client (indulging the situation

when the Platform automatically warns the Client that it reached a specific percentage of the Margin in

the Client Account). However, if the Company does make a Margin Call then the Client should take any

or all of the three options, within a short time, to deal with the situation:

(a) Limit his exposure (close trades); or

(b) Hedge his positions (open counter positions to the ones he has right now) while re- evaluating

the situation; or

(c) Deposit more money in his Client Account.

7.5. Margin must be paid in monetary funds in the Currency of the Client Account.

7.6. The Client undertakes neither to create nor to have outstanding any security interest whatsoever

over, nor to agree to assign or transfer, any of the Margin transferred to the Company.

7.7. The Client explicitly and irrevocably consents and accepts that he will at all times maintain such

margin(s) for his Client Account with the Company as these may be required from time to time by the

Company and shall make deposits of margin as the Company may request from time to time.

7.8 The Client explicitly and irrevocably consents and accepts that, in the case of a negative balance of

the Client’s Trading Account, the Company has every right, and in accordance with the terms and

conditions of this Agreement, request from the Client, within a reasonable time, to make a deposit in

relation to the negative balance of his Trading Account. In the absence of unusual circumstances, ten

(10) business days, shall be deemed to be a reasonable time for the Company from the initial Company’s

Negative Balance Notification. However, in relation to the negative balance of the Trading Accounts of

the Client, the Client explicitly and irrevocably consents and accepts that the Company has the right to

combine any Client Accounts of the Client, to consolidate the Balances in such Client Accounts and to

set off those Balances; further The Client explicitly and irrevocably consents and accepts that the


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Company reserves the right to request deposits on shorter notice in its sole and absolute discretion.

Negative Balance deposits shall be made by wire transfer (or other methods, if permitted by the

Company in its sole and absolute discretion) of immediately available funds and shall be deemed made

when received by the Company.

7.9. The Client explicitly and irrevocably consents and accepts that the Company’s failure at any time to

call for a deposit of margin shall not constitute a waiver of the Company’s rights to do so at any time

thereafter, nor shall it create any liability of the Company to the Client.

7.10. The Client explicitly and irrevocably consents and accepts that the Company will open and/or

maintain the Account and grant a margin facility to the client provided that the Company may, without

notice, at any time and from time to time:

i. reduce and/or cancel any margin facility made available to the client or refuse to grant any

additional margin facility to the Client; and/or

ii. require the Client to provide margin in addition to the margin requirements of any Regulatory

Authority; so long as the Client shall be indebted to the Company, all funds and other property

carried for the Client’s account shall be and are hereby pledged and shall constitute a continuing

security to insure payment of the indebtedness. The Company reserves the right to modify

margin requirements in line with the size of the client's deposit, size of transactions and/or with

market conditions characterized by particular lack of liquidity or volatility on all currency pairs

being traded with due notice given to the client, the client's duly authorized representative or

attorney at any time. The Company reserves the right to offer different spread rates in

accordance with the size of the client's deposit and/or positions. Spread rates may widen at

anytime and especially during market conditions such as central bank decisions, monetary

policy decisions, periods of volatility, periods of low liquidity (ex.: overnight markets), etc..

Clients are entirely responsible for verifying the activity of their accounts, as well as their margin

requirements. Standard current margin requirements are available upon request or on our

website.

7.11. The Client explicitly and irrevocably consents and accepts that, in the event that the margin

requested by the Company is not properly maintained within the time frame given by The Company,

The Company may, at its sole discretion:

1. Stop and/or cancel any trade of the client with immediate effect;


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2. Liquidate all open trade positions at a loss, which shall be born solely by the client;

3. Hold the client liable for any deficit in the Account;

4. Set off any assets in the Account against any amounts due to the Company;

5. Realise all pledged assets at private sales, without restriction and without being bound to

observe the legal formalities required by CySEC Law on the recovery of debts and on bankruptcy.

7.12. Clients from Poland: As of the 16th of July 2015, the level of a margin call for derivative instruments

being offered in Poland, by the Polish Financial Supervision Authority (KNF), came in to effect. Clients

residing in Poland are required to maintain 1% of their exposure as balance in their trading account and

the maximum leverage offered by the Company will be 1:100.

8. Settlement

8.1. Upon completing a Transaction:

(a)You shall be liable for the Difference if the Transaction is:

(i) a Sell, and the closing price of the Transaction is higher than the opening price of the

Transaction; or

(ii) a Buy, and the closing price of the Transaction is lower than the opening price of the Transaction.

(b)You shall receive the Difference if the Transaction is:

(i) a Sell, and the closing price of the Transaction is lower than the opening price of the

Transaction; or

(ii) a Buy, and the closing price of the Transaction is higher than the opening price of the

Transaction.

8.2. Unless we agree otherwise, all sums for which either Party is liable under paragraph 8.1 above are

immediacy payable upon closing of the Transaction. You hereby authorise us to debit or credit your

Trading Account with the relevant sums at the closing of each Transaction. It is understood that once

you place an Order, until such Order is executed and the Transaction is closed, the Maintenance Margin

shall not be used as collateral and hence shall be unavailable for withdrawal.

Documents

NAGA Markets Ltd CLIENT AGREEMENTfiles.naga-markets.com/legal_documentation/Client_Agreement... · This Client Agreement together with its Appendix 1 and any other Appendices added