20. STATEMENTS AND CONFIRMATION.
Reports of the confirmation of orders and statements of accounts for Client shall be deemed correct and shall be conclusive and binding upon Client if not objected to immediately upon receipt and confirmed in writing within 1 (one) business day after the execution of Client's order. Company will provide Client with access to view Client's account at any time with an online login via the Internet. Failure to object shall be deemed ratification of all actions taken by Company or Company's agents prior to Client's receipt of said reports. Client's failure to receive a trade confirmation shall not relieve Client of the obligation to object as set out herein.
Reports, statements, notices and any other communications shall be transmitted to Client electronically by posting to Client's online account or via e-mail to the mail address on Client's application. Company is not responsible if the correspondence sent by email is not received by Client or if the e-mail is delayed, if delay or failure to receive the correspondence was caused by a third party. All communications sent by e-mail shall be deemed transmitted by Company when posted or sent and deemed delivered to Client personally, whether actually received by Client or not.
22. E-MAIL AND ELECTRONIC COMMUNICATIONS.
All e-mails sent to or from Company are monitored, checked and stored in Company's corporate e-mail system. Client acknowledges that there may be delays in receiving the email by the intended recipient of Client. Client agrees not to use email to transmit purchase or sale orders. Client agrees that Company is not responsible for any actions taken or any omissions in actions resulting from the use of e-mail by Client. Client understands and agrees that, in case of incorrect behavior of Client in communicating with an employee of Company, Company reserves the right to unilaterally terminate the contractual relationship with Client.
23. FORCE MAJEURE.
Company is not responsible for delays in placing orders due to a breakdown or failure of transmission or communication facilities, power outages or for any other reason beyond Company's control. Company is not liable for losses incurred as a result of the default and any other events that limit Company's access to money transferred by Client through any agent, bank, payment system or any other party used by Company in accordance with this Agreement. If Company cannot fulfill any of its obligations due to events beyond its control, such non-performance is not a violation of this Agreement, and the time provided for the fulfillment of such obligations must be extended for a time period equal to the duration of such an event. Events beyond the control of Company include among other things: wars, civil unrest, technical failures caused by third parties, including hardware and software failures, strikes, fires, floods, earthquakes, bankruptcies of banks or payment systems, government regulation or limitation, weather conditions that could not have been foreseen and which could not be prevented within a reasonable time, as well as other malfunctions and malfunctions caused by vandalism, theft, telephone interruptions, interruptions in the work of the Internet, viruses, as well as failures in equipment, power supply or communication. If such circumstances of force majeure are valid for more than 7 (seven) calendar days, Company will inform Client about such an event that impedes the provision of the service, including by publishing on Company's website, and Company will be exempt from any claims and commitments during and after such force majeure circumstances.
24. CURRENCY FLUCTUATION RISK.
If Client directs Company to enter into any foreign exchange transaction:
1. Any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for Client's account and risk;
2. All initial and subsequent deposits for margin purposes shall be made in USD, or another currency which Company may choose to accept, in such amounts as Company may in its sole discretion require, with subsequent deposits being in the same currency as the initial deposit;
3. Company is authorized to convert funds in Client's account for margin into and from such foreign currency at a rate of exchange determined by Company in its sole discretion on the basis of then prevailing money market rates.
25. RISK ACKNOWLEDGMENT.
Client acknowledges that investments in leveraged foreign transactions and other trading instruments are speculative, involve a high degree of risk, and are appropriate only for persons who can assume risk of loss of their margin deposit. Client understands that because of the low margin normally required in trading foreign exchange contracts, price changes in foreign exchange contracts trading may result in the loss of Client's margin deposit. Client warrants that Client is willing and able, financially and otherwise, to assume the risk of foreign exchange contracts trading, and in consideration of Company carrying his / her account(s), Client agrees not to hold Company responsible for losses incurred through following its trading recommendations or suggestions or those of its employees, agents or representatives. Client recognizes that guarantees of profit or freedom from loss are impossible in foreign exchange trading. Client acknowledges that Client has received no such guarantees from Company or from any of its representatives or any introducing agent or other entity with whom Client is conducting his/ her Company account and has not entered into this Agreement in consideration of or in reliance upon any such guarantees or similar representations.
26. NO SEPARATE AGREEMENTS.
Client acknowledges that Client has no separate agreement with Client's broker or any Company employee or agent regarding trading in Client's Company account, including any agreement to guarantee profits or limit losses in Client's account. Client understands that Client is under an obligation to notify Company's Representative immediately in writing as to any agreement of this type. Further, Client understands that any representations made by anyone concerning Client's account that differs from any statements Client receives from Company must be brought to the attention of Company's Representative immediately in writing. Client understands that Client must authorize every transaction prior to its execution unless Client has delegated discretion to another party by signing Company's limited power of attorney. Any disputed transactions must be brought to the attention of Company's AML Compliance Officer pursuant to the notice requirements of this Agreement. Client agrees to indemnify and hold Company harmless from all damages or liability resulting from Client's failure to notify Company's Representative within 1 (one) business day of any of the occurrences referred to herein. All notices required under this section shall be sent to Company at its e-mail address.
27. JOINT ACCOUNTS.
If this account is held by more than one person, all of the joint account holders are jointly and severally liable to Company for any and all obligations arising out of transactions in the account and agree to be bound by all terms and conditions of this Agreement and other written agreements relating to the account. In addition, each person named on the account has authority:
1. To trade for the account;
2. To receive all correspondence and documents in respect to the account;
3. To receive, deposit or withdraw money from the account;
4. To execute agreements relating to the account;
5. To deal with Company fully in all matters.
Company has the authority to require joint action by the parties of the account in matters of the account. Company has possession over the security of the account individually or jointly. In the event that Company receives notice of a dispute between or conflicting instructions from joint account holders, Company may, but is not required to, place restrictions on the account, including restrictions on withdrawals or transfers from an account, until Company receives satisfactory documentation that the dispute has been resolved or all joint account holders give Company joint instructions. In the event of the death of any of the account holders, the survivor(s) shall immediately give Company written notice thereof, and Company, before or after receiving such notice, may take such action, institute such proceedings, require such papers, retain such portion of the account, and restrict transactions in the account as Company may deem advisable to protect Company against any tax, liability, penalty, or loss under any present or future laws or otherwise. The estate(s) of any of the account holders who shall have died shall be liable, and the survivor(s) shall continue to be liable, to Company for all obligations in the account in any way resulting from the completion of transactions initiated prior to the receipt of Company of the written notice of the death of the decedent, or incurred in the liquidation of the account, or the adjustment of the interests of the respective parties. Each account holder is presumed to have equal share.
28. MANAGED ACCOUNTS.
Money Manager is a person or entity authorized to make decisions with respect to an account on behalf of the account's beneficial owners, including a trustee, custodian, conservator, guardian, executor, administrator, attorney-in-fact, or investment advisor or other person to whom Client has granted trading authority over an account. Client understands and agrees that Company may, but is not required to, review any action or inaction by a Money Manager with respect to an account and is not responsible for determining whether a Money Manager's action or inaction satisfies the standard of care applicable to such Money Manager's handling of the account. Client further understands and agrees that Company is not responsible for determining the validity of a person's or entity's status or capacity to serve as a Money Manager. Client agrees to hold Company and its officers, directors, employees, agents and affiliates harmless from any liability, claim, or expense, including attorneys' fees and disbursements, as incurred, for the actions or non-actions of Client's Money Manager.
Client hereby agrees that Company reserves the right to unilaterally make changes and additions to the Agreement, regulatory documents, as well as to the information posted on Company's Web site whenever necessary. New versions of the Agreement will be posted on Company's Web site, and Company is not obliged to send an individual notification of such changes to each client. Client undertakes to visit Company's Web site on a regular basis in order to familiarize himself with such possible changes made by Company in legal documentation and other information. Client shall be deemed to be bound by the terms of such amendment under this Agreement.
This Agreement, any attachments hereto, and the terms and conditions contained in statements and confirmations, contain the entire agreement between the undersigned parties with respect to the subject matter hereof. If any provision or condition of this Agreement shall be held to be invalid or unenforceable by any court, or regulatory or self regulating agency or body, such provision shall be deemed modified, or, if necessary, rescinded in order to comply with the relevant court, or regulatory or self-regulatory agency or body. The validity of the remaining provisions and conditions shall not be affected thereby, and this Agreement shall be carried out as if such invalid or unenforceable provision or condition was not contained herein.
31. BINDING EFFECT.
This Agreement shall be continuous and shall cover, individually and collectively, all accounts of Client at any time opened or reopened with Company irrespective of any change or changes at any time in the personnel of Company or its successors, assigns, or affiliates. Client hereby ratifies all transactions with Company effected prior to the date of this Agreement, and agrees that the rights and obligations of Client in respect thereto shall be governed by the terms of this Agreement. Company has the right to transfer its rights and obligations under this Agreement or regulatory documents in whole or in part to a third party, provided that this third party agrees to the provisions of the Agreement and the relevant regulatory document(s), respectively. Such transfer of rights and obligations takes effect on 10 (tenth) business day from the day when it is considered that Client has received such notice in accordance with this Agreement or the terms of the relevant regulatory document.
This Agreement shall continue in effect until termination, and may be terminated by Client at any time when Client has no open position(s) and no liabilities held by or owed to Company upon the actual receipt by Company of written notice of termination via e-mail, provided that such termination shall not relieve either party of any obligations set out in this Agreement nor shall it relieve Client of any obligations arising out of prior transactions entered into in connection with this Agreement. In case of suspicion of non-compliance by Client with the rules of this Agreement and regulatory documents and / or suspicions of Client's manipulations aimed at exploiting Company's technical vulnerabilities, Company has the right to discretion without prior notification of Client and explanation of the reasons to block Client's account and take measures to write off Client's existing debt to Company and forward the balance of the trading account to Client, and terminate the Agreement with Client.
Client agrees to indemnify and hold Company, its affiliates, employees, agents, successors and assigns harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney's fees, incurred by Company arising out of Client's failure to fully and timely perform Client's responsibilities herein or should any of the representations and warranties fail to be true and correct. Client also agrees to pay promptly to Company all damages, costs and expenses, including attorney's fees, incurred by Company in the enforcement of any of the provisions of this Agreement and any other agreements between Company and Client.
34. TRANSFER OF FUNDS TO THE THIRD PARTY.
Company may transfer the funds received from Client to a third party (for example, a bank, a market, an intermediary broker, an over-the-counter counterparty or a clearing house) in order to store or control them to carry out financial transactions with or through a third party for Client's obligation to secure a pledge (for example, initial margin requirements) for a financial transaction. Company is not responsible for any actions or omissions of any third party, to which it has transferred the money to Client. The third party, to which Company transfers the money, may keep it in the joint account, therefore it is not always possible to separate this money from the money of other Clients or the money of the third party itself. In the event of insolvency or other similar situation involving a third party, Company can only submit an unsecured claim on behalf of Client, and Client is at risk due to the fact that the money received by Company from a third party will not be enough to satisfy Client's claim in respect of corresponding account. Company does not assume any responsibility or liability for any possible losses. Company may deposit Client's money in a third party depository that can receive collateral for them, have the right of retention or the right of this money compensation. The bank or broker with which Company conducts business may have interests that are contrary to the interests of Client.
35. CROSS TRADE CONSENT.
The undersigned hereby acknowledges and agrees that Company may act as the counter-party to Client for any trade entered for the undersigned's account. The undersigned hereby consents to any such transaction, subject to the limitations and conditions, if any, contained in the rules or regulations of any bank, institution, exchange or board of trade upon which such buy or sell orders are executed, and subject to the limitations and conditions.
36. TERMS AND HEADINGS.
The term "Company" shall be deemed to include Company, its affiliates, divisions, successors and assigns; the term "Client" shall mean the party (or parties) executing the Agreement; and the term "Agreement" shall include all other agreements and authorizations executed by Client in connection with the maintenance of Client's account with Company regardless of when executed. The paragraph headings in this Agreement are inserted for convenience of reference only and are not deemed to limit the applicability or affect the meaning of any of its provisions.
This Agreement shall not be deemed to be accepted by Company nor become a binding contract between Client and Company until Client's information is verified and approved by Company.
38. JURISDICTION, VENUE, WAIVER OF JURY TRIAL AND SHORTENING OF LIMITATIONS PERIOD.
Client agrees that any civil action or other legal proceeding between Company or its employees or agents, on one hand, and Client on the other hand, arising out of or relating to this Agreement or Client's account shall be brought, heard and resolved only by a legal entity located in Saint Lucia and Client hereby waives trial by jury in any such action or proceeding and waives the right to have such proceeding transferred to any other location. No action, regardless of form, arising out of or relating to this agreement or transactions hereunder may be brought by Client more than one year after the cause of action arose.
39. GOVERNING LAW AND JURISDICTION.
This Agreement, as well as the rights and obligations of the parties under this Agreement, are governed by, interpreted and applied in all respects the laws of Saint Lucia without regard to the principles of the right to choose. Client agrees to never complain that such a place of court proceedings is inconvenient or that it has no legal force in relation to Client.
Client agrees and acknowledges that all conversations regarding Client's account(s) between Client and Company personnel may be electronically recorded with or without the use of an automatic tone-warning device. Client further agrees to the use of such recordings and transcripts thereof as evidence by either party in connection with any dispute or proceeding that may arise involving Client or Company. Client understands that Company destroys such recordings at regular intervals in accordance with Company's established business procedures and Client hereby consents to such destruction.
41. USE OF COMPANY'S WEBSITE.
The website means Company website www.ecn.broker and any additional websites that Company may register. The website provides Client with content and information. Content on the website is provided for convenience, but it may be inaccurate or outdated. Client agrees to always rely on the confirmation of transactions and statements of Client as official records of Client's account. Financial or investment information provided by third parties - Company, which Company further provides to Client, and which includes market data, news, research, financial analysis, comments or tools, may not be directly related to Client's account. Information on the website is provided from sources that Company considers to be reliable, but does not guarantee their reliability. The information provided on Company's website is not personalized for Client, and Client agrees that the information provided to Client does not constitute a recommendation to Client regarding the advisability of buying and/or selling any currency or asset. Company has the right to change, revise, modify, add, update, delete or discontinue any part of Company's website without notice to Client. The website may contain hyperlinks to third-party websites. Company is not responsible for the information or content provided by such third-party websites. Client agrees that the market data, news and other information available to Client through Company's website and in Client's Personal Account is intended for Client's personal use, and that Client will not retransmit or publish this information in any form without the written consent Companies.
42. LANGUAGE PRIORITY.
n case of disagreement, the English version of this Agreement and the relevant Regulatory Documents takes precedence over the versions of this Agreement and the relevant Regulatory documents in other languages.