English
Terms & Conditions
Safecap Investments
Limited
RETAIL CLIENT
AGREEMENT
Note: The
English version of this agreement is the governing version and shall
prevail whenever there is any discrepancy between the English version
and the other versions.
This client agreement, together with any Schedule(s), and accompanying
documents, as amended from time to time, (this “Agreement”) sets out the
terms of the contract between you and us. Please read it carefully and
let us know as soon as possible if there is anything which you do not
understand.
1.
Interpretation
2.
Introduction
3.
General
4.
Regulation
5.
Costs, Payments and Charges
6.
Right to Cancel
7.
Non Advised
8.
Customer Accounts and Initial Deposits
9.
Trading Policies and Procedures
10.
Electronic Trading Terms
11.
Client Money
12.
Margining Arrangements
13.
Representations, Warranties and Covenants
14.
Event of Default
15.
Netting
16.
Rights on Default
17.
Termination without Default
18.
Exclusions, Limitations and Indemnity
19.
Miscellaneous
20.
Governing Law and Jurisdiction
1.
INTERPRETATION
In this Agreement:
“Account”
means the account you hold with us and designated with a particular
account number.
“Applicable Regulations”
means:
1.
CYSEC Rules or any
other rules of a relevant regulatory authority; and
2.
all other applicable
laws, rules and regulations as in force from time to time.
“Associate” means an
undertaking in the same group as us, a representative whom we or an
undertaking in the same group as us appoint, or any other person with
whom we have a relationship that might reasonably be expected to give
rise to a community of interest between us and them.
“Base Currency” means
US Dollars.
“Business Day” means a
day which is not a Saturday or a Sunday and upon which banks are open
for business in
“Client Money Rules”
means the rules specified in paragraph 18(2)(j) of the Law which
provides for the Provision of Investment Services, the Exercise of
Investment Activities, the Operation of Regulated Markets and other
related matters and the Directives and Circulars issued pursuant to this
paragraph, as amended from time to time by CYSEC.
“Contract for Differences”
or “CFD” means the financial instrument specified in
paragraph (9) of Part III of Third Appendix of the Law which provides
for the Provision of Investment Services, the Exercise of Investment
Activities, the Operation of Regulated Markets and other related
matters.
“Credit
Support Provider” means any person who has entered into any
guarantee, hypothecation, agreement, margin or security agreement in our
favour in respect of your obligations under this Agreement.
“CYSEC”
is an abbreviation
for “Cyprus Securities and Exchange Commission”.
“CYSEC Rules”
means the Law which provides for the Provision of Investment Services,
the Exercise of Investment Activities, the Operation of Regulated
Markets and other related matters, the Prevention and Suppression of
Money Laundering Activities Law, the Directives, Circulars and all other
regulations issued pursuant to these Laws and all guidance notes,
administrative notices, newsletters and rules published by the Cyprus
Securities and Exchange Commission.
“Electronic
Services” means a service provided by us, for example an
Internet trading service offering clients access to information and
trading facilities, via an internet service, a WAP service and/or an
electronic order routing system.
“Event of
Default” means any of the events of default as listed in Clause
14.1 to Clause 14.9 of Clause 14.1 (Events of Default)”.
“Execution”
means the completion of clients’ orders on the company’s trading
platform, where the company acts as a principal to clients’
transactions.
“OTC”
means ‘over the counter’ and refers to transactions conducted otherwise
than on an exchange.
“Safecap
Trading Desk” means the trading desk operated by us at our
premises the Headquarters of Safecap Investments Limited in Kafkasou 9,
“Safecap
Online Trading System” means the internet-based trading system
available at our website that allows you to provide us with
instructions.
“Secured
Obligations” means the net obligation owed by you to us after
the application of set-off under clause 12 (Margining Arrangements) in
the paragraph entitled (Set-off on default).
“Spot FX Contract”
means a contract between
Safecap and its Client to exchange two currencies at an agreed exchange
rate.
“System”
means all computer hardware and software, equipment, network facilities
and other resources and facilities needed to enable you to use an
Electronic Service.
“Transaction”
means any transaction subject to this Agreement and includes a CFD, spot
or forward contract of any kind, future, option or other derivative
contract in relation to any commodity, financial instrument (including
any security), currency, interest rate, index or any combination thereof
and any other transaction or financial instrument for which we are
authorised under our Cypriot Investment Firm (“CIF”) licence from time
to time which we both agree shall be a Transaction.
2.
INTRODUCTION
Scope of this
Agreement
This Agreement sets
out the basis on which we will provide services to you. This Agreement
governs each Transaction entered into or outstanding between us on or
after the execution of this Agreement.
Commencement
This Agreement
supersedes any previous agreement between you and us on the same subject
matter and takes effect when you indicate your acceptance via our
website. This Agreement shall apply to all Transactions contemplated
under this Agreement.
3.
GENERAL
Information
about us
We, Safecap Investments Limited (“Safecap”), are authorised and regulated
by the Cyprus Securities and Exchange Commission (“CYSEC”). Our
registered office is
CYSEC’s office is situated at
Safecap is a market
maker for CFD and Spot FX Contracts. Safecap owns and operates websites,
trading platforms and brand names as indicated in its website (http://www.safecapltd.com).
Safecap operates through these websites which allow online trading.
Language
This Agreement is
supplied to you in English and we will continue to communicate with you
in English for the duration of this Agreement. However, where possible,
we will communicate with you in other languages in addition to English.
Communication with us
You may communicate
with us in writing (including fax), by email or other electronic means,
or orally (including by telephone). Our contact details are set out in
Clause 19 (Miscellaneous) under the heading “Notices”. The language of
communication shall be English, and you will receive documents and other
information from us in English. However, where appropriate and for your
convenience, we will endeavour to communicate with you in other
languages. Our website contains further details about us and our
services, and other information relevant to this Agreement. In the event
of any conflict between the terms of this Agreement and our website this
Agreement will prevail.
Capacity
We act as principal
and not as agent on your behalf and you enter this Agreement as
principal and not as agent (or trustee) on behalf of someone else. We
shall treat you as a retail client for the purposes of the CYSEC Rules
and the Applicable Regulations. You have the right to request a
different client categorisation. However, if you do request such
different categorisation and we agree to such categorisation, the
protection afforded by certain CYSEC Rules and the other Applicable
Regulations may be reduced. This may include, but is not limited to:
1.
the requirement for
us to act in accordance with your best interests;
2.
our obligation to
provide appropriate information to you before providing the services;
3.
the restriction on
the payment or receipt by us of any inducements;
4.
our obligation to
achieve best execution in respect of your orders;
5.
the requirement to
implement procedures and arrangements which provide for the prompt, fair
and expeditious execution of your orders;
6.
our obligation to
ensure that all information we provide to you is fair, clear and not
misleading; and
7.
the requirement that
you receive from us adequate reports on the services provided to you.
General
interpretation
A reference in this
Agreement to a “clause” or “Schedule” shall be construed as a reference
to, respectively, a clause or Schedule of this Agreement, unless the
context requires otherwise. References in this Agreement to any statute
or statutory instrument or Applicable Regulations include any
modification, amendment, extension or re-enactment thereof. A reference
in this Agreement to “document” shall be construed to include any
electronic document. The masculine includes the feminine and the neuter
and the singular includes the plural and vice versa as the context
admits or requires. Words and phrases defined in the CYSEC’s Rules and
the Applicable Regulations have the same meaning in this Agreement
unless expressly defined in this Agreement.
Schedules
The clauses contained
in the attached Schedule (as amended from time to time) shall apply. We
may from time to time send to you further Schedules in respect of
Transactions. In the event of any conflict between the clauses of any
Schedule and this Agreement, the clauses of the Schedule shall prevail.
The fact that a clause is specifically included in a Schedule in respect
of one Transaction shall not preclude a similar clause being expressed
or implied in relation to any other Transaction. You acknowledge having
read, understood and agreed to the Schedules to this Agreement.
Headings
Headings are for ease
of reference only and do not form part of this Agreement.
4.
REGULATION
Subject to Applicable
Regulations
This Agreement and
all Transactions are subject to Applicable Regulations so that:
1.
nothing in this
Agreement shall exclude or restrict any obligation which we have to you
under Applicable Regulations;
2.
we may take or omit
to take any action we consider necessary to ensure compliance with any
Applicable Regulations;
3.
all Applicable
Regulations and whatever we do or fail to do in order to comply with
them will be binding on you; and
4.
such actions that we
take or fail to take for the purpose of compliance with any Applicable
Regulations shall not render us or any of our directors, officers,
employees or agents liable.
Action by regulatory
body
If a regulatory body
takes any action which affects a Transaction, then we may take any
action which we, in our reasonable discretion, consider desirable to
correspond with such action or to mitigate any loss incurred as a result
of such action. Any such action shall be binding on you. If a regulatory
body makes an enquiry in respect of any of your Transactions, you agree
to co-operate with us and to promptly supply information requested in
connection with the enquiry.
5.
COSTS, PAYMENTS AND
CHARGES
Charges
You shall pay our
charges as agreed with you from time to time, any fees or other charges
imposed by a clearing organisation and interest on any amount due to us
at the rates then charged by us (and which are available on request). A
copy of our current charges is published on our website. Any alteration
to charges will be notified to you before the time of the change.
Additional costs
You should be aware
of the possibility that other taxes or costs may exist that are not paid
through or imposed by us.
Payments
All payments to us
under this Agreement shall be made in such currency as we may from time
to time specify to the bank account designated by us for such purposes.
All such payments shall be made by you without any deduction or
withholding.
Remuneration and
sharing of charges
We may share charges
with partners, affiliates, business introducers and agents in connection
with Transactions carried out on your behalf. Business introducers and
agents are paid on the basis of the percentage of spread. Partners and
affiliates get fixed fees. Details of such remuneration or sharing
arrangements are available to you upon request. If you require more
information on the fees and commissions that we pay to business
introducers and other affiliates, let us know and we will provide you
with further information.
6.
RIGHT TO CANCEL
You have a right to
cancel this Agreement for a period of fourteen days commencing on the
date on which this Agreement is concluded or the date on which you
receive this Agreement (whichever is later) (the “Cancellation
Period”). Should you wish to cancel this Agreement within the
Cancellation Period, you should send notice in writing to the following
address: Safecap Investments Limited, Kafkasou 9, Treppides Tower,
Aglantzia, P.C. 2112, Nicosia, Cyprus, or electronically to the
following email address:
info@safecapltd.com.
Cancelling this Agreement within the Cancellation Period will not cancel
any Transaction entered into by you during the Cancellation Period. If
you fail to cancel this Agreement within the Cancellation Period you
will be bound by its terms but you may terminate this Agreement in
accordance with clause 17 (Termination
without Default).
7.
NON ADVISED
Execution
only
We deal on an
execution only basis and do not advise on the merits of particular
Transactions, or their taxation consequences.
Own judgement and
suitability
Without prejudice to
our foregoing obligations, in asking us to enter into any Transaction,
you represent that you have been solely responsible for making your own
independent appraisal and investigations into the risks of the
Transaction. You represent that you have sufficient knowledge, market
sophistication, professional advice and experience to make your own
evaluation of the merits and risks of any Transaction and that you have
read and accepted the Risk Disclosure Statement and guidelines in
relation to the financial instruments and the markets which are
available in our websites. We give you no warranty as to the suitability
of the products traded under this Agreement and assume no fiduciary duty
in our relations with you.
Incidental
information and investment research
Where we do provide
generic trading recommendations, market commentary or other information:
1.
this is incidental to
your dealing relationship with us. It is provided solely to enable you
to make your own investment decisions and does not amount to advice;
2.
where information is
in the form of a document containing a restriction on the person or
category of persons for whom that document is intended or to whom it is
distributed, you agree that you will not pass iton to any such person or
category of persons ;
3.
we give no
representation, warranty or guarantee as to the accuracy or completeness
of such information or as to the tax consequences of any Transaction;
4.
you accept that prior
to despatch, we may have acted upon it ourselves or made use of the
information on which it is based. We do not make representations as to
the time of receipt by you and cannot guarantee that you will receive
such information at the same time as other clients. Any published
research reports or recommendations may appear in one or more screen
information service.
Conflicts of interest
policy
Please refer to our
conflicts of interest policy for further information on how we manage
conflicts which would affect the impartiality of investment research we
provide to you. Upon request, we will provide you with any further
details in that regard. Upon
request, we will provide you with any further details in that regard.
8.
CUSTOMER ACCOUNTS AND
INITIAL DEPOSITS
Documents
Before you can place
an order with Safecap, you must read and accept this Agreement,
including the risk disclosure statement, the trading policies and
procedures as listed in clause 9 below, and all applicable addenda, you
must deposit sufficient clear funds in your account and your customer
registration form and all accompanying documents must be approved by
Safecap. Upon the approval of your registration, you will be notified by
e-mail. Safecap may, in its sole discretion, request that in addition to
online acceptance of this Agreement, Customer must complete and submit
any signed documents so required by Safecap, including but not limited
to this Agreement and risk disclosure statement.
Currency of Accounts
You will be able to
open your trading Account(s) in USD/EUR/GBP/CAD/JPY or any currency that
may be offered by Safecap. Account(s) balances will be calculated and
reported to you in the currency in which Account(s) are maintained.
Joint Accounts
In addition to the
conditions listed in Clause 9 in the paragraph entitled “Authority” with
regards to joint Account holders, the following additional conditions
apply.
Where your trading
Account held with Safecap, is jointly owned by two or more
beneficiaries:
1.
Each joint Account
holder will be jointly and severally liable for all obligations to
Safecap arising in respect of your joint trading Account.
2.
Each of you is separately responsible for complying with
the
terms of this Agreement.
3.
If there is a dispute between you which we know about, we
may insist that both or all of
you authorise written instructions to us.
4.
If one of you dies, the survivor(s) may continue to
operate the trading Account and if there is more than one survivor, the
provisions of this paragraph will continue to apply to the trading
Account.
5.
Where you provide personal and financial information
relating to other joint Account holders for the purpose of opening or
administering your trading Account you confirm that you have their
consent or are otherwise entitled to provide this information to us and
for us to use it in accordance with this Agreement.
6.
Any of you may request closure and the redirection of
balances, unless there are circumstances that require us to obtain
authorisation from all of you.
7.
Each of you will be given sole access to the funds
initially deposited by you in your joint trading Account. Should you
wish to withdraw these funds from your trading Account, you will be
required to complete and sign a withdrawal form, upon receipt of the
completed and signed withdrawal form you will be granted permission by
Safecap to withdraw funds up to the amount you initially deposited,
provided that the conditions for withdrawals stipulated in clause 9 are
satisfied. Safecap will credit
the amount withdrawn in the same bank account from where it was
originally debited.
8.
In the case of withdrawal of profits, if any of you wishes
to withdraw profits from the joint trading Account, you will be required
to complete and sign a withdrawal form, provided that the conditions for
withdrawals stipulated in clause 9 are satisfied.
Upon receipt of the completed and signed withdrawal form you will
be granted permission by Safecap to withdraw any profits from the joint
trading Account. Safecap will credit the amount of profits withdrawn in
the same bank account from where it was originally debited.
9.
In order for this Agreement to be valid and binding it is
required that all joint Account holders sign the Agreement and in case
you and/or any of the Account holders wish to terminate this Agreement
and close the joint trading Account held with the Company, the written
consent of all Account holders shall be obtained in accordance with the
provisions of clause 17 of this Agreement.
9.
TRADING POLICIES AND
PROCEDURES
Placing of
instructions
You may give us
instructions in electronic form through the Safecap Online Trading
System or orally by telephone to the Safecap Trading Desk, unless we
tell you that instructions can only be given in a particular way. If you
give instructions by telephone, your conversation will be recorded.
Telephone orders are accepted in the sole discretion of Safecap. If any
instructions are received by us by telephone, computer or other medium
we may ask you to confirm such instructions in writing. We shall be
authorised to follow instructions notwithstanding your failure to
confirm them in writing. In this Agreement “instructions” and “orders”
have the same meaning.
Types of Orders
Accepted
Some of the types of
Orders Safecap accepts include, but are not limited to:
1.
Good till Cancelled
(“GTC”) -
An order (other than a market order), that by its terms is effective
until filled or cancelled by Customer. GTC Orders do not automatically
cancel at the end of the Business Day on which they are placed.
2.
Limit
- An order (other
than a market order) to buy or sell the identified market at a specified
price. A limit order to buy generally will be executed when the ask
price equals or falls below the bid price that you specify in the limit
order. A limit order to sell generally will be executed when the bid
price equals or exceeds the ask price that you specify in the limit
order.
3.
Market
- An order to buy or
sell the identified market at the current market price that Safecap
provides either via the Online Trading System or over the telephone
through one of the dealers. An order to buy is executed at the current
market ask price and an order to sell is executed at the current market
bid price.
4.
One Cancels the Other
(“OCO”) -
An order that is linked to another order. If one of the orders is
executed, the other will be automatically cancelled.
5.
Stop Loss
- A stop loss order
is an instruction to buy or sell a market at a price which is worse than
the opening price of an open position (or worse than the prevailing
price when applying the stop loss order to an already open position). It
can be used to help protect against losses. Please note that because of
market gapping, the best available price that may be achieved could be
materially different to the price set on the stop loss order and as
such, stop loss orders are not guaranteed to take effect at the price
for which they are set.
6.
Trailing Stop
- A trailing stop
is the same as a stop loss order with the only difference being that,
instead of setting a price at which the order is activated, the trailing
stop order is activated at a fixed distance from the market price. For
example, if Customer has purchased a long open position and the market
ask price increases, the trailing stop price will also increase and will
trail behind the market ask price at the fixed distance set by Customer.
If the market ask price then decreases, the trailing stop price will
remain fixed at its last position and if the market ask price reaches
the trailing stop price, the order will be executed. Please note that
because of market gapping, the best available price that may be achieved
could be materially different to the price set on the trailing stop
order and as such, trailing stop orders are not guaranteed to take
effect at the fixed distance for which they are set.
Following submission of an order, it is your sole responsibility to
remain available for order and Fill confirmations, and other
communications regarding your Account until all open orders are
completed. Thereafter, you must monitor your Account frequently when you
have open positions in the Account.
Your order shall be valid in
accordance with the type and time of the given order, as specified. If
the time of validity or expiration date/time of the order is not
specified, it shall be valid for an indefinite period.
Terms of Acceptance
for Orders
It is your sole
responsibility to clearly indicate the terms of an order when entered,
whether it is a market order, limit order, stop loss order or any other
type of order, including the relevant price and lot size. You
acknowledge and agree that, despite our best efforts, the price at which
execution occurs may be materially different to the price specified in
your order. This may result from sudden price movements in the
underlying assets that are beyond our control. Safecap shall have no
liability for failure to execute orders. Safecap shall have the right,
but not the obligation, to reject any order in whole or in part prior to
execution, or to cancel any order, where your Account contains Margin
that is insufficient to support the entire order or where such order is
illegal or otherwise improper.
Execution Policy
We are required to
have an execution policy and to provide our clients with appropriate
information in relation to our execution policy. Where you place orders
with us, the execution factors that we consider and their relative
importance is as set out below:
1.
Price.
The relative importance we attach is “high”.
2.
Speed.
The relative importance we attach is “high”.
3.
Likelihood of
execution and settlement. The relative importance we attach is “high”.
4.
Size.
The relative importance we attach is “high”.
We are the principal
to every order you place with us and therefore we arethe only execution
venue.
Authority
We shall be entitled
to act for you upon instructions given or purporting to be given by you
or any person authorised on your behalf without further enquiry as to
the genuineness, authority or identity of the person giving or
purporting to give such instructions provided such instruction is
accompanied by your correct Account number and password. If your Account
is a joint account, you agree that we are authorized to act on the
instructions of any one person in whose name the Account is held,
without further inquiry. We shall have no responsibility for further
inquiry into such apparent authority and no liability for the
consequences of any actions taken or failed to be taken by us in
reliance on any such instructions or on the apparent authority of any
such persons.
Cancellation/withdrawal of instructions
Non-market orders may
be cancelled via the Safecap Online Trading System but we can only
cancel your instructions if you explicitly request so, provided that we
have not acted up to the time of your request upon those instructions.
Executed instructions may only be withdrawn or amended by you with our
consent. Safecap shall have no liability for any claims, losses,
damages, costs or expenses, including legal fees, arising directly or
indirectly out of the failure of such order to be cancelled.
Right not to accept
orders
We may, but shall not
be obliged to, accept instructions to enter into a Transaction. If we
decline to enter into a proposed Transaction, we shall not be obliged to
give a reason but we shall promptly notify you accordingly.
Control of orders
prior to execution
We have the right
(but no obligation) to set limits and/or parameters to control your
ability to place orders at our absolute discretion. Such limits and/or
parameters may be amended, increased, decreased, removed or added to by
us at our absolute discretion and may include (without limitation):
1.
controls over maximum
order amounts and maximum order sizes;
2.
controls over our
total exposure to you;
3.
controls over prices
at which orders may be submitted (to include (without limitation)
controls over orders which are at a price which differs greatly from the
market price at the time the order is submitted to the order book);
4.
controls over the
Electronic Services (to include (without limitation) any verification
procedures to ensure that any particular order or orders has come from
you); or
5.
any other limits,
parameters or controls which we may be required to implement in
accordance with Applicable Regulations.
Execution of orders
We shall use our
reasonable endeavours to execute any order promptly, but in accepting
your orders we do not represent or warrant that it will be possible to
execute such order or that execution will be possible according to your
instructions. If we encounter any material difficulty relevant to the
proper carrying out of an order on your behalf we shall notify you
promptly.
Confirmations
At the end of each
trading day, confirmations for all Transactions that we have executed on
your behalf on that trading day will be available via your online
Account on our website in the Open Positions window and Deal Blotter in
the dealing console, which is updated online as each Transaction is
executed. Confirmation of execution and statements of your Account(s),
in the absence of manifest error, shall be deemed correct, conclusive
and binding upon you if not objected to immediately by email if orders
were placed through Safecap’s Online Trading System or by telephone to
the Safecap Trading Desk, within five Business Days of making such
confirmations available to you via our website or we notify you of an
error in the confirmation within the same period.
In cases where the
prevailing market represents prices different from the prices posted by
Safecap, Safecap will attempt, on a best efforts basis and in good
faith, to execute market orders on or close to the prevailing market
prices. This may or may not adversely affect customer’s realized and
unrealized gains and losses.
Cancellation of
trades
We have the right to
reject an order or to cancel a trade if we have evidence on:
1.
fraud/illegal actions
that led to the transaction,
2.
orders placed based
on manipulated prices as a result of system errors or system
malfunctions,
3.
arbitrage trading on
prices offered by our platforms as a result of systems errors; and
4.
coordinated
transactions by related parties in order to take advantage of systems
errors and delays on systems updates.
Disabling and
Cancelling Deposits
We have the right not
to accept funds deposited by you and/or to cancel your deposits in the
following circumstances:
1.
if you fail to
provide Safecap with any documents it requests from you either for
client identification purposes or for any other reason;
2.
if Safecap suspects
or has concerns that the submitted documents may be false or fake;
3.
if Safecap suspects
you are involved in illegal or fraudulent activity;
4.
if Safecap is
informed that your credit or debit card (or any other payment method
used) has been lost or stolen;
5.
where Safecap
considers that there is a chargeback risk; and
6.
when you deposit
$10.000 or more or you if make over 10 separate deposits to your trading
Accounts and Safecap is unable to verify your credit or debit card
details or is unable to verify any other payment method used.
In case of cancelled
deposits, and if there is not a confiscation of your funds by a
supervisory authority on the grounds of money laundering suspicion or
for any other legal infringement, your funds will be returned to the
bank account that have been initially received.
Performance and
settlement
You will promptly
deliver any instructions, money, or documents deliverable by you under a
Transaction in accordance with that Transaction as modified by any
instructions given by us.
Position limits
We may require you to
limit the number of open positions which you may have with us at any
time and we may in our sole discretion close out any one or more
Transactions in order to ensure that such position limits are
maintained.
Trailing Stop
functionality in case that MT4 terminal is closed
In the event that the
MetaTrader 4 client terminal is closed, trailing stop will not work.
This happens as the trailing stop works on the client terminal side and
in this respect, if the client terminal is closed, only stop loss that
was placed by trailing stop before the closing of the terminal can
trigger.
Withdrawals
Without prejudice and subject to the terms of this Agreement, all Applicable Regulations and all conditions attaching to any relevant payments made to you under a bonus or rebate scheme operated by us, monies may be withdrawn by you from your Account provided that such monies are not being utilised for margin purposes or have otherwise become owing to us, once your
withdrawal request is approved, the funds could take up to 7 business days to reach you. The funds will be returned to the account from which the funds were debited.
If you have a Joint Account, payments from your Joint Account will require a
withdrawal request form which must be completed by all required Account holders and which must be submitted to us.
If you request a withdrawal of monies from your Account and we cannot comply with it without closing some part of your open positions, we will not comply with the request until you have closed sufficient positions to allow you to make the withdrawal. Withdrawals will only be made on request by you, by bank transfer to an account in your name or by bankers draft payable to you personally or such other method as we, in our absolute discretion, may determine.
MT4 Trading Account
Archiving
If we do not record any activity
in your MT4 Trading Account
during a continuous period of five (5) months
and your account balance is under 50 Cur, your
MT4 Trading Account
and all its history will be archived on our trade
server.
If you
wish to keep using your MT4
Trading Account or restore it in the future,
please contact us at
info@safecapltd.com.
10.
ELECTRONIC TRADING
TERMS
Scope
These clauses apply
to your use of any Electronic Services.
Access and Trading
Hours
Once you have gone
through the security procedures associated with an Electronic Service
provided by us, you will get access to such service, unless agreed
otherwise or stated on our website. All references to Safecap’s hours of
trading are in Greenwich Mean Time (“GMT”) using 24-hour format. Our
Electronic Services will normally be available continuously from 21:00
GMT Sunday until 21:00 GMT Friday (winter time), every week, excluding
public holidays where the Forex market does not operate and cases where
the market is closed due to illiquidity in the financial instruments.
Please consult our website for more details on operating times for each
financial instrument. We reserve the right to suspend or modify the
operating hours on our own discretion and on such event our website will
be updated without delay in order to inform you accordingly. In this
respect the operating hours, as indicated on the websites operated by
our company and to which you have trading rights are the applicable.
We may change our security
procedures at any time and we will inform you of any new procedures that
apply to you as soon as possible.
Electronic Order
entry for Market Orders equals Order execution
To enter an online
order, you must access the Markets window, then click on “BUY/SELL” for
the relevant market. A new window will appear in which you enter the
price and lot size. The order is filled shortly after you hit the OK
button provided you have sufficient funds in your Account. Orders may
fail for several reasons including changing dealer prices, insufficient
margin, unspecified lot size or unanticipated technical difficulties.
One-Click Trading
To use one-click
trading, you must go to the “Settings” menu and choose “View and Edit”.
You should check the “One-Click Trading” box. To enter an online order
with one-click trading, you must access the Markets window and enter the
price and lot size. The order is filled shortly after you click the
BUY/SELL button provided you have sufficient funds in your Account.
Orders may fail for several reasons including changing dealer prices,
insufficient margin, unspecified lot size or unanticipated technical
difficulties. One-Click Trading can also be used when closing positions.
Restrictions on
services provided
There may be
restrictions on the number of Transactions that you can enter into on
any one day and also in terms of the total value of those Transactions
when using an Electronic Service. Please refer to our website for
details of the limits imposed upon Transactions carried out through our
Electronic Services.
Access requirements
You will be
responsible for providing the System to enable you to use an Electronic
Service.
Virus detection
You will be
responsible for the installation and proper use of any virus
detection/scanning program we require from time to time.
Use of information,
data and software
In the event that you
receive any data, information or software via an Electronic Service
other than that which you are entitled to receive pursuant to this
Agreement, you will immediately notify us and will not use, in any way
whatsoever, such data, information or software.
Maintaining standards
When using an
Electronic Service you must:
1.
ensure that the
System is maintained in good order and is suitable for use with such
Electronic Service;
2.
run such tests and
provide such information to us as we shall reasonably consider necessary
to establish that the System satisfies the requirements notified by us
to you from time to time;
3.
carry out virus
checks on a regular basis;
4.
inform us immediately
of any unauthorised access to an Electronic Service or any unauthorised
Transaction or instruction which you know of or suspect and, if within
your control, cause such unauthorised use to cease; and
5.
not at any time leave
the terminal from which you have accessed such Electronic Service or let
anyone else use the terminal until you have logged off such Electronic
Service.
System defects
In the event you
become aware of a material defect, malfunction or virus in the System or
in an Electronic Service, you will immediately notify us of such defect,
malfunction or virus and cease all use of such Electronic Service until
you have received permission from us to resume use.
Intellectual Property
All rights in
patents, copyrights, design rights, trade marks and any other
intellectual property rights (whether registered or unregistered)
relating to the Electronic Services remain vested in us or our
licensors. You will not copy, interfere with, tamper with, alter, amend
or modify the Electronic Services or any part or parts thereof unless
expressly permitted by us in writing, reverse compile or disassemble the
Electronic Services, nor purport to do any of the same or permit any of
the same to be done, except in so far as such acts are expressly
permitted by law. Any copies of the Electronic Services made in
accordance with law are subject to the terms and conditions of this
Agreement. You shall ensure that all the licensors trademarks and
copyright and restricted rights notices are reproduced on these copies.
You shall maintain an up-to-date written record of the number of copies
of the Electronic Services made by you. If we so request, you shall as
soon as reasonably practical, provide to us a statement of the number
and whereabouts of copies of the Electronic Services.
Liability and
Indemnity
Without prejudice to
any other terms of this Agreement, relating to the limitation of
liability and provision of indemnities, the following clauses shall
apply to our Electronic Services.
1.
System errors
We shall have no
liability to you for damage which you may suffer as a result of
transmission errors, technical faults, malfunctions, illegal
intervention in network equipment, network overloads, malicious blocking
of access by third parties, internet malfunctions, interruptions or
other deficiencies on the part of internet service providers. You
acknowledge that access to Electronic Services may be limited or
unavailable due to such system errors, and that we reserve the right
upon notice to suspend access to Electronic Services for this reason.
-
Delays
Neither we nor any
third party software provider accepts any liability in respect of any
delays, inaccuracies, errors or omissions in any data provided to you in
connection with an Electronic Service.
We do not accept any
liability in respect of any delays, inaccuracies or errors in prices
quoted to you if these delays, inaccuracies or errors are caused by
third party service providers with which we may collaborate.
We shall not be
obliged to execute any instruction which has been identified that is
based on errors caused by delays of the system to update prices provided
by the system price feeder or the third party service providers.
We do not accept any liability towards executed trades that have
been based and have been the result of delays as described above.
3.
Viruses from an
Electronic Service
We shall have no
liability to you (whether in contract or in tort, including negligence)
in the event that any viruses, worms, software bombs or similar items
are introduced into the System via an Electronic Service or any software
provided by us to you in order to enable you to use the Electronic
Service, provided that we have taken reasonable steps to prevent any
such introduction.
4.
Viruses from your
System
You will ensure that
no computer viruses, worms, software bombs or similar items are
introduced into our computer system or network and will indemnify us on
demand for any loss that we suffer arising as a result of any such
introduction.
5.
Unauthorised use
We shall not be
liable for any loss, liability or cost whatsoever arising from any
unauthorised use of the Electronic Service. You shall on demand
indemnify, protect and hold us harmless from and against all losses,
liabilities, judgements, suits, actions, proceedings, claims, damages
and costs resulting from or arising out of any act or omission by any
person using an Electronic Service by using your designated passwords,
whether or not you authorised such use.
6.
Markets
We shall not be
liable for any act taken by or on the instruction of an exchange,
clearing house or regulatory body.
-
Suspension or
permanent withdrawal with notice
We may suspend or
permanently withdraw an Electronic Service, by giving you 24 hours
written notice.
-
Immediate
suspension or permanent withdrawal
We have the right,
unilaterally and with immediate effect, to suspend or withdraw
permanently your ability to use any Electronic Service, or any part
thereof, without notice, where we consider it necessary or advisable to
do so, for example due to your non-compliance with the Applicable
Regulations, breach of any provisions of this Agreement, on the
occurrence of an Event of Default, network problems, failure of power
supply, for maintenance, or to protect you when there has been a breach
of security. In addition, the use of an Electronic Service may be
terminated automatically, upon the termination (for whatever reason) of:
1.
any licence granted
to us which relates to the Electronic Service; or
2.
this Agreement.
-
Effects of termination
In the event of a
termination of the use of an Electronic Service for any reason, upon
request by us, you shall, at our option, return to us or destroy all
hardware, software and documentation we have provided you in connection
with such Electronic Service and any copies thereof.
11.
CLIENT MONEY
Client Money
We treat money
received from you or held by us on your behalf in accordance with the
requirements of the Client Money Rules.
Interest
You, the client,
acknowledge and confirm that no interest will be received on the balance
of your account.
Overseas banks,
intermediate broker, settlement agent or OTC counterparty
We will endeavour to
hold client money on your behalf within Cyprus and the European Union,
however we may also hold your money outside the European Union. The
legal and regulatory regime applying to any such bank or person will be
different from the legal and regulatory regime in Cyprus and the
European Union and in the event of the insolvency or any other analogous
proceedings in relation to that bank or person, your money may be
treated differently from the treatment which would apply if the money
was held with a bank in an account in Cyprus and the European Union. We
will not be liable for the insolvency, acts or omissions of any third
party referred to in this clause.
Unclaimed client
money
You agree that we may
cease to treat your money as client money if there has been no movement
on your balance for six years. We shall write to you at your last known
address informing you of our intention of no longer treating your
balance as client money and giving you 28 days to make a claim.
Liability and
Indemnity
You agree that we
shall not be liable for any default of any counterparty, bank, custodian
or other entity which holds money on your behalf or with or through whom
transactions are conducted.
The Company will not
be liable for loss suffered by you in connection to your funds held by
us, unless such loss directly arises from our gross negligence, wilful
default or fraud.
12.
MARGINING
ARRANGEMENTS
Contingent liability
Where we effect or
arrange a Transaction, you should note that, depending upon the nature
of the Transaction, you may be liable to make further payments when the
Transaction fails to be completed or upon the earlier settlement or
closing out of your position. You may be required to make further
variable payments by way of margin against the purchase price of the
investment, instead of paying (or receiving) the whole purchase (or
sale) price immediately. The movement in the market price of your
investment will affect the amount of margin payment you will be required
to make. We will monitor your margin requirements on a daily basis and
we will inform you as soon as it is reasonably practicable of the amount
of any margin payment required under this clause.
Margin call
You agree to pay us
on demand such sums by way of margin as are required from time to time
as we may in our discretion reasonably require for the purpose of
protecting ourselves against loss or risk of loss on present, future or
contemplated Transactions under this Agreement.
Failure to meet
margin call
Please note that in the
event that you fail to meet a margin call, we may
immediately
close out the position.
Form of margin
Margin must be paid
in cash in currency acceptable by us, as requested from time to time by
Safecap. Cash Margin paid to us is held as client money in accordance
with the requirements of the Client Money Rules. Margin deposits shall
be made by wire transfer, credit card, e-wallet or by such other means
as Safecap may direct.
Set-off on default
If there is an Event
of Default or this Agreement terminates, we shall set-off the balance of
cash margin owed by us to you against your obligations (as reasonably
valued by us). The net amount, if any, payable between us following such
set-off, shall take into account the Liquidation Amount payable under
Clause 15 (Netting).
Further assurance
You agree to execute
such further documents and to take such further steps as we may
reasonably require to perfect our security interest over and obtain
legal title to the Secured Obligations.
Negative pledge
You undertake neither
to create nor to have outstanding any security interest whatsoever over,
nor to agree to assign or transfer, any of the cash margin transferred
to us, except a lien routinely imposed on all securities in a clearing
system in which such securities may be held.
General lien
In addition and
without prejudice to any rights to which we may be entitled under this
Agreement or any Applicable Regulations, we shall have a general lien on
all cash held by us or our Associates or our nominees on your behalf
until the satisfaction of the Secured Obligations.
13.
REPRESENTATIONS,
WARRANTIES AND COVENANTS
You represent and
warrant to us on the date this Agreement comes into effect and as of the
date of each Transaction that:
1.
if you are a natural
person, you are of legal age and you have full legal capacity to enter
into this Agreement;
2.
if you are not a
natural person:
A.
you are duly
organized, constituted and validly existing under the applicable laws of
the jurisdiction in which you are constituted;
B.
execution and
delivery of this Agreement, all Transactions and the performance of all
obligations contemplated under this Agreement have been duly authorized
by you; and
C.
each natural person
executing and delivering this Agreement on your behalf, entering
Transactions and the performance of all obligations contemplated under
this Agreement have been duly authorized by you and have been disclosed
to us providing all the necessary information and/or documentation,
3.
you have all
necessary authority, powers, consents, licences and authorisations and
have taken all necessary action to enable you lawfully to enter into and
perform this Agreement and such Transaction and to grant the security
interests and powers referred to in this Agreement;
4.
the persons entering
into this Agreement and each Transaction on your behalf have been duly
authorised to do so and are disclosed to us giving details of the
relationship with you by providing all necessary information and/or
documentation ;
5.
this Agreement, each
Transaction and the obligations created under them both are binding upon
you and enforceable against you in accordance with their terms (subject
to applicable principles of equity) and do not and will not violate the
terms of any regulation, order, charge or agreement by which you are
bound;
6.
no Event of Default
or any event which may become (with the passage of time, the giving of
notice, the making of any determination or any combination of the above)
an Event of Default (a “Potential Event of Default”) has occurred and is
continuing with respect to you or any Credit Support Provider;
7.
you act as principal
and sole beneficial owner (but not as trustee) in entering into this
Agreement and each Transaction and in case you wish to open, either in
the present time or in the future, more than one accounts with Safecap
either as individual client (natural person) or as the beneficial owner
of a corporate client (legal person) it is required to immediately
disclose to us that you are the beneficial owner of the account(s)
during the account opening procedure and to provide us with the
necessary information and/or documentation regarding the relationship
between the natural and/or legal person(s);
8.
any information which
you provide or have provided to us in respect of your financial
position, domicile or other matters is accurate and not misleading in
any material respect;
9.
you are willing and
financially able to sustain a total loss of funds resulting from
Transactions and trading in such Transactions is a suitable investment
for you; and
10.
except as otherwise
agreed by us, you are the sole beneficial owner of all margin you
transfer under this Agreement, free and clear of any security interest
whatsoever other than a lien routinely imposed on all securities in a
clearing system in which such securities may be held.
Covenants:
You covenant to us:
1.
you will at all times
obtain and comply, and do all that is necessary to maintain in full
force and effect, all authority, powers, consents, licences and
authorisations referred to in this clause;
2.
you will promptly
notify us of the occurrence of any Event of Default or Potential Event
of Default with respect to yourself or any Credit Support Provider;
3.
you will use all
reasonable steps to comply with all Applicable Regulations in relation
to this Agreement and any Transaction, so far as they are applicable to
you or us;
4.
you will not send
orders or otherwise take any action that could create a false impression
of the demand or value for a financial instrument. Nor will you send
orders which we have reason to believe are in breach of Applicable
Regulations or by taking advantage of the account(s) you may maintain
with Safecap could be considered as system abusive orders, including but
not limited to one’s intention to benefit from delays in the prices, to
trade at off-market prices and/or outside trading hours and to abuse the
system for trading at manipulated prices; and
5.
upon demand, you will
provide us with such information as we may reasonably require to
evidence the matters referred to in this clause or to comply with any
Applicable Regulations.
14.
EVENTS OF DEFAULT
The following shall
constitute Events of Default:
1.
you fail to make any
payment when due under this Agreement or to observe or perform any other
provision of this Agreement and such failure continues for one Business
Day after notice of non-performance has been given by us to you;
2.
you commence 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 you or your debts under any
bankruptcy, insolvency, regulatory, supervisory or similar law
(including any corporate or other law with potential application to you,
if insolvent), or seeking the appointment of a trustee, receiver,
liquidator, conservator, administrator, custodian or other similar
official (each a “Custodian”) of you or any substantial
part of your assets, or if you 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;
3.
an involuntary case
or other procedure is commenced against you seeking or proposing
liquidation, reorganisation, an arrangement or composition, a freeze or
moratorium, or other similar relief with respect to you or your debts
under any bankruptcy, insolvency, regulatory, supervisory or similar law
(including any corporate or other law with potential application to you,
if insolvent) or seeking the appointment of a Custodian of you or any
substantial part of your assets and such involuntary case or other
procedure either:
A.
has not been
dismissed within five days of its institution or presentation; or
B.
has been dismissed
within such period but solely on the grounds of an insufficiency of
assets to cover the costs of such case or other procedure;
4.
you die, become of
unsound mind, are unable to pay your debts as they fall due or are
bankrupt or insolvent, as defined under any bankruptcy or insolvency law
applicable to you: or any indebtedness of yours is not paid on the due
date therefore, 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, any attachment or garnishment, or distress against, or an
encumbrancer takes possession of, the whole or any part of your
property, undertaking or assets (tangible and intangible);
5.
you or any Credit
Support Provider (or any Custodian acting on behalf of either of you or
a Credit Support Provider) disaffirms, disclaims or repudiates any
obligation under this Agreement or any guarantee, hypothecation
agreement, margin or security agreement or document, or any other
document containing an obligation of a third party (“Credit
Support Provider”), or of you, in favour of us supporting any
of your obligations under this Agreement (each a “Credit Support
Document”);
6.
any representation or
warranty made or given or deemed made or given by you under this
Agreement or any Credit Support Document proves to have been false or
misleading in any material respect as at the time it was made or given
or deemed made or given;
7.
any Credit Support
Provider fails, or you yourself fail to comply with or perform any
agreement or obligation to be complied with or performed by you or it in
accordance with the applicable Credit Support Document;
8.
any Credit Support
Document expires or ceases to be in full force and effect prior to the
satisfaction of all your obligations under this Agreement, unless we
have agreed in writing that this shall not be an Event of Default;
9.
any representation or
warranty made or given or deemed made or given by any Credit Support
Provider pursuant to any Credit Support Document proves to have been
false or misleading in any material respect as at the time it was made
or given or deemed made or given;
10.
any event referred to
in Clauses 14.2 to Clause 14.4 of this Clause 14 (Events of Default )
occurs in respect of any Credit Support Provider;
11.
we consider it
necessary or desirable for our own protection, or any action is taken or
event occurs which we consider might have a material adverse effect
upon, your ability to perform any of your obligations under this
Agreement;
12.
you fail or omit to
disclose to us your capacity as the beneficial owner of more than one
accounts you may maintain with us and/or your capacity to act as a money
manager on behalf of any other client of us;
13.
you take advantage of
delays occurred in the prices and you place orders at outdated prices,
you trade at off-market prices and/or outside trading hours, you
manipulate the system to trade at prices not quoted to you by us and you
perform any other action that constitutes improper trading; or
14.
any event of default
(however described) occurs in relation to you under any other agreement
between us.
15.
NETTING
Rights on Default
On the occurrence of an Event of Default, we may exercise our rights
under this clause, except that in the case of the occurrence of any
Event of Default specified in Clause 14.2 or Clause 14.3 of the
definition of Events of Default (each a “Bankruptcy Default”),
the automatic termination provision of this clause shall apply.
Liquidation Date
Subject to the
following sub-clause, at any time following the occurrence of an Event
of Default, we may, by notice to you, specify a date (the “Liquidation
Date”) for the termination and liquidation of Transactions in
accordance with this clause.
Automatic termination
The date of the
occurrence of any Bankruptcy Default shall automatically constitute a
Liquidation Date, without the need for any notice by us and the
provisions of the following sub-clause shall then apply.
Calculation of
Liquidation Amount
Upon the occurrence
of a Liquidation Date:
1.
neither of us shall
be obliged to make any further payments or deliveries under any
Transactions which would, but for this clause, have fallen due for
performance on or after the Liquidation Date and such obligations shall
be satisfied by settlement (whether by payment, set-off or otherwise) of
the Liquidation Amount (as defined below);
2.
we shall (on, or as
soon as reasonably practicable after, the Liquidation Date) determine
(discounting if appropriate), in respect of each Transaction the total
cost, loss or, as the case may be, gain, in each case expressed in the
Base Currency specified by us in writing or, failing any such
specification, the lawful currency of the United States (and, if
appropriate, including any loss of bargain, cost of funding or, without
duplication, cost, loss or, as the case may be, gain as a result of the
termination, liquidation, obtaining, performing or re-establishing of
any hedge or related trading position) as a result of the termination,
pursuant to this Agreement, of each payment or delivery which would
otherwise have been required to be made under such Transaction (assuming
satisfaction of each applicable condition precedent and having due
regard, if appropriate, to such market quotations published on, or
official settlement prices set by the relevant exchange as may be
available on, or immediately preceding, the date of calculation); and
3.
we shall treat each
cost or loss to us, determined as above, as a positive amount and each
gain by us, so determined, as a negative amount and aggregate all of
such amounts to produce a single, net positive or negative amount,
denominated in the Base Currency (the “Liquidation Amount”).
Payer
If the Liquidation Amount determined pursuant to this clause is a
positive amount, you shall pay it to us and if it a negative amount, we
shall pay it to you. We shall notify you of the Liquidation Amount, and
by whom it is payable, immediately after the calculation of such amount.
Other transactions
Where termination and
liquidation occurs in accordance with this clause, we shall also be
entitled, at our discretion, to terminate and liquidate, in accordance
with the provisions of this clause, any other transactions entered into
between us which are then outstanding.
Payment
The Liquidation
Amount shall be paid in the Base Currency by the close of business on
the Business Day following the completion of the termination and
liquidation under this clause (converted as required by applicable law
into any other currency, any costs of such conversion to be borne by
you, and (if applicable) deducted from any payment to you). Any
Liquidation Amount not paid on the due date shall be treated as an
unpaid such amount and bear interest, at the average rate at which
overnight deposits in the currency of such payment are offered by major
banks in the London interbank market as of 11.00 am (London time) (or,
if no such rate is available, at such reasonable rate as we may select)
plus one 1% per annum for each day for which such amount remains unpaid.
Base Currency
For the purposes of
any calculation hereunder, we may convert amounts denominated in any
other currency into the Base Currency at such rate prevailing at the
time of the calculation as we shall reasonably select.
Payments
Unless a Liquidation
Date has occurred or has been effectively set, we shall not be obliged
to make any payment or delivery scheduled to be made by us under a
Transaction for as long as an Event of Default or any event which may
become (with the passage of time, the giving of notice, the making of
any determination hereunder, or any combination thereof) an Event of
Default with respect to you has occurred and is continuing.
Additional rights
Our rights under this
clause shall be in addition to, and not in limitation or exclusion of,
any other rights which we may have (whether by agreement, operation of
law or otherwise).
Application of
netting to Transactions
This clause applies
to each Transaction entered into or outstanding between us on or after
the date this Agreement takes effect.
Single agreement
This Agreement, the
particular terms applicable to each Transaction entered into under this
Agreement, and all amendments to any of them shall together constitute a
single agreement between us. We both acknowledge that all Transactions
entered into on or after the date this Agreement takes effect are
entered into in reliance upon the fact that the Agreement and all such
terms constitute a single agreement between us.
16.
RIGHTS ON DEFAULT
Default
On an Event of
Default or at any time after we have determined, in our absolute
discretion, that you have not performed (or we reasonably believe that
you will not be able or willing in the future to perform) any of your
obligations to us, in addition to any rights under the clause 15
(Netting) we shall be entitled, without prior notice to you:
1.
instead of returning
to you investments equivalent to those credited to your account, to pay
to you the fair market value of such investments at the time we exercise
such right; and/or
2.
to sell such of your
investments as are in our possession or in the possession of any nominee
or third party appointed under or pursuant to this Agreement, in each
case as we may in our absolute discretion select or and upon such terms
as we may in our absolute discretion think fit (without being
responsible for any loss or diminution in price) in order to realise
funds sufficient to cover any amount due by you hereunder; and/or
3.
to close out, replace
or reverse any Transaction, buy, sell, borrow or lend or enter into any
other Transaction or 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 of your contracts, positions or
commitments; and/or
4.
to cancel and/or
consider void any Transactions and profits or losses either realised or
unrealised and/or to close out the account(s) you maintain with us
pursuant to this Agreement, immediately and without prior notice.
17. TERMINATION WITHOUT DEFAULT
Termination
Unless required by
Applicable Regulations, either party may terminate this Agreement (and
the relationship between us) by giving ten days written notice of
termination to the other. We may terminate this Agreement immediately if
you fail to observe or perform any provision of this Agreement or in the
event of your insolvency.
Upon terminating this
Agreement
1.
all amounts payable
by you to us will become immediately due and payable including (but
without limitation):
A.
all outstanding fees,
charges and commissions; and
B.
any dealing expenses
incurred by terminating this Agreement; and
C.
any losses and
expenses realised in closing out any Transactions or settling or
concluding outstanding obligations incurred by us on your behalf.
-
Safecap shall apply best execution rules in cases where you have not
provided Safecap with specific instructions regarding the closing of
your positions.
-
Return any funds remaining in your trading account to your bank
account, specifically the account from which the funds were debited.
Your funds may be returned to another bank account to which you are
the beneficiary as long as you provide us with the required
documents to verify that the account belongs to you.
Existing rights
Termination shall not
affect then outstanding rights and obligations and Transactions which
shall continue to be governed by this Agreement and the particular
clauses agreed between us in relation to such Transactions until all
obligations have been fully performed.
18.
EXCLUSIONS,
LIMITATIONS AND INDEMNITY
General Exclusion
Neither we nor our
directors, officers, employees, or agents shall be liable for any
losses, damages, costs or expenses, whether arising out of negligence,
breach of contract, misrepresentation or otherwise, incurred or suffered
by you under this Agreement (including any Transaction or where we have
declined to enter into a proposed Transaction) unless such loss is a
reasonably foreseeable consequence or arises directly from our or their
respective gross negligence, wilful default or fraud. In no
circumstance, shall we have liability for losses suffered by you or any
third party for any special or consequential damage, loss of profits,
loss of goodwill or loss of business opportunity arising under or in
connection with this Agreement, whether arising out of negligence,
breach of contract, misrepresentation or otherwise. Nothing in this
Agreement will limit our liability for death or personal injury
resulting from our negligence.
Tax implications
Without limitation,
we do not accept liability for any adverse tax implications of any
Transaction whatsoever.
Changes in the market
Market orders are
executed at the bid/ask prices offered through us. Pending orders (stop
loss, limit (take profit), entry limit (to buy or to sell), entry stop
(to buy or to sell) are executed at the then market price requested by
you and offered through us. We reserve the right, at our full
discretion, not to execute the order, or to change the quoted price of
the Transaction, or to offer you a new quote, in case of technical
failure of the trading platform or in case of extraordinary or abnormal
fluctuations of the price of the financial instrument as offered in the
market. In the event we offer you a new quote you have the right to
either accept it or refuse it and thus cancel the execution of the
Transaction.
Without limitation,
we do not accept any liability by reason of any delay or change in
market conditions before any particular Transaction is effected.
Limitation of
Liability
We shall not be
liable to you for any partial or non-performance of our obligations
hereunder by reason of any cause beyond our reasonable control,
including without limitation any breakdown, delay, malfunction or
failure of transmission, communication or computer facilities,
industrial action, act of terrorism, act of God, acts and regulations of
any governmental or supra national bodies or authorities or the failure
by the relevant intermediate broker or agent, agent or principal of our
custodian, sub-custodian, dealer, exchange, clearing house or regulatory
or self-regulatory organisation, for any reason, to perform its
obligations. Nothing in this Agreement will exclude or restrict any duty
or liability we may have to you under Applicable Regulations, which may
not be excluded or restricted thereunder.
Responsibility for
orders
You will be
responsible for all orders entered on your behalf via an Electronic
Service and you will be fully liable to us for the settlement of any
Transaction arising from it.
Entire Agreement
You acknowledge that
you have not relied on or been induced to enter into this Agreement by a
representation other than those expressly set out in this Agreement. We
will not be liable to you (in equity, contract or tort) for a
representation that is not set out in this Agreement and that is not
fraudulent.
Indemnity
You shall pay to us
such sums as we may from time to time require in or towards satisfaction
of any debit balance on any of your accounts with us and, on a full
indemnity basis, any losses, liabilities, costs or expenses (including
legal fees), taxes, imposts and levies which we may incur or be
subjected to with respect to any of your accounts or any Transaction or
as a result of any misrepresentation by you or any violation by you of
your obligations under this Agreement (including any Transaction) or by
the enforcement of our rights.
19.
MISCELLANEOUS
Amendments
We have the right to
amend the terms of this Agreement. If we make any material change to
this Agreement, we will give at least ten business days written notice
to you. Such amendment will become effective on the date specified in
the notice. Unless otherwise agreed, an amendment will not affect any
outstanding order or Transaction or any legal rights or obligations
which may already have arisen.
Notices
Unless otherwise
agreed, all notices, instructions and other communications to be given
by us under this Agreement shall be given to the address or fax number
provided by you to us. Likewise, all notices, instructions and other
communications to be given by you under this Agreement shall be given to
us in writing at the address below:
Our Details
Name:
Safecap Investments Limited
Address:
6th floor
Aglantzia, P.C.
2112
Telephone No: +357 22 341917, +357 22 341922
Fax No:
+357 22 341918
Email Address: info@safecapltd.com
You will notify us of
any change of your address for the receipt of notices, instructions and
other communications immediately.
Electronic
Communications
Subject to Applicable
Regulations, any communication between us using electronic signatures
and any communications via our website and/or Electronic Services shall
be binding as if they were in writing. Orders or instructions given to
you via e-mail or other electronic means will constitute evidence of the
orders or instructions given.
Recording of calls
We may record
telephone conversations without use of a warning tone to ensure that the
material terms of the Transaction, and any other material information
relating to the Transaction is promptly and accurately recorded. Such
records will be our sole property and accepted by you as evidence of the
orders or instructions given.
Our records
Our records, unless
shown to be wrong, will be evidence of your dealings with us in
connection with our services. You will not object to the admission of
our records as evidence in any legal proceedings because such records
are not originals, are not in writing nor are they documents produced by
a computer. You will not rely on us to comply with your record keeping
obligations, although records may be made available to you on request at
our absolute discretion.
Your records
You agree to keep
adequate records in accordance with Applicable Regulations to
demonstrate the nature of orders submitted and the time at which such
orders are submitted. You can access your statements online at any time
via our trading platform. You may request to receive your statement
monthly or quarterly via email, by providing such a request to the
support department.
Investor Compensation
Fund
We participate in the
Investor Compensation Fund for clients of Investment Firms regulated in
the
Any compensation
provided to you by the Investor Compensation Fund shall not exceed
twenty thousand Euros (20,000), applies to your aggregate claims against
us.
Complaints procedure
We are obliged to put
in place internal procedures for handling complaints fairly and
promptly. You may submit a complaint to us, for example by letter,
telephone, email, or in person. We will send you a written
acknowledgement of your complaint promptly following receipt, enclosing
details of our complaints procedures, including when and how you may be
able to refer your complaint to the Cyprus Securities Exchange
Commission (CYSEC) which is the relevant regulatory body. Please contact
us if you would like further details regarding our complaints
procedures.
Third Party Rights
This Agreement shall
be for the benefit of and binding upon us both and our respective
successors and assigns. You shall not assign, charge or otherwise
transfer or purport to assign, charge or otherwise transfer your rights
or obligations under this Agreement or any interest in this Agreement,
without our prior written consent, and any purported assignment, charge
or transfer in violation of this clause shall be void. You agree that we
may without further notice to you and subject to Applicable Regulations,
transfer by whatever means we consider appropriate all or any of our
rights, benefits, obligations, risks and/or interests under this
Agreement to any person who may enter into a contract with us in
connection with such transfer and you agree that we may transfer to such
person all information which we hold about you.
Time of essence
Time shall be of the
essence in respect of all obligations of yours under this Agreement
(including any Transaction).
Rights and remedies
The rights and
remedies provided under this Agreement are cumulative and not exclusive
of those provided by law. We shall be under no obligation to exercise
any right or remedy either at all or in a manner or at a time beneficial
to you. No failure by us to exercise or delay by us in exercising any of
our rights under this Agreement (including any Transaction) or otherwise
shall operate as a waiver of those or any other rights or remedies. No
single or partial exercise of a right or remedy shall prevent further
exercise of that right or remedy or the exercise of another right or
remedy.
Set-off
Without prejudice to
any other rights to which we may be entitled, we may at any time and
without notice to you set off any amount (whether actual or contingent,
present or future) owed by you to us against any amount (whether actual
or contingent, present or future) owed by us to you. For these purposes,
we may ascribe a commercially reasonable value to any amount which is
contingent or which for any other reason is unascertained.
Partial invalidity
If, at any time, any
provision of this Agreement is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither
the legality, validity or enforceability of the remaining provisions of
this Agreement nor the legality, validity or enforceability of such
provision under the law of any other jurisdiction shall in any way be
affected or impaired.
20.
GOVERNING LAW AND
JURISDICTION
Governing law
This Agreement shall
be governed by and construed in accordance with
Jurisdiction
Each of the parties
irrevocably:
i.
agrees for our
benefit that the courts of Cyprus shall have jurisdiction to settle any
suit, action or other proceedings relating to this Agreement (“Proceedings”)
and irrevocably submits to the jurisdiction of such courts (provided
that this shall not prevent us from bringing an action in the courts of
any other jurisdiction); and
ii.
waives any objection
which it may have at any time to the laying of venue of any Proceedings
brought in any such court and agrees not to claim that such Proceedings
have been brought in an inconvenient forum or that such court does not
have jurisdiction over it.
Waiver of
immunity and consent to enforcement
You irrevocably waive
to the fullest extent permitted by applicable law, with respect to
yourself and your revenue and assets (irrespective of their use or
intended use) all immunity on the grounds of sovereignty or other
similar grounds from suit; jurisdiction of any courts; relief by way of
injunction, order for specific performance or for recovery of property;
attachment of assets (whether before or after judgment); and execution
or enforcement of any judgment to which you or your revenues or assets
might otherwise be entitled in any Proceedings in the courts of any
jurisdiction and irrevocably agree that you will not claim any immunity
in any Proceedings. You consent generally in respect of any Proceedings
to the giving of any relief or the issue of any process in connection
with such Proceedings, including, without limitation, the making,
enforcement or execution against any property whatsoever (irrespective
of its use or intended use) of any order or judgment which may be made
or given in such Proceedings.
Service of process
If you are situated
outside
Schedule 1
Confirmation
regarding interest policy
Interest Policy
I acknowledge and
confirm that no interest will be received on the balance of my account.
