1.1. This Agreement is entered by and between FinOperate (hereinafter called the ‘Company’), on the one part and the Client who has completed the Account Opening Application Form and has been accepted by the Company as a Client (‘Client’), on the other part.
1.2. The Company is registered at St. Vincent and the Grenadine, and registered office located at Saint Vincent and the Grennadines, Kingstown, Bourgundee Avenue 32, Suite 112
1.3. This Agreement is a distance contract and signing the Agreement is not required
and the Agreement has the same rights and liabilities as a duly signed contract.
1.5. The Agreement overrides any other agreements, arrangements, express or implied statements made by the Company or any of the Company’s Introducer(s).
1.6. The Agreement shall be binding to both Parties, the Company and the Client, upon accepting it electronically by the Client.
- Application and Commencement
2.1. After the Client fills in and submits the Account Opening Application Form together with all the required identification documentation required by the Company, the Company will accept or reject the Client. It is understood that the Company is not to be required (and may be unable under Applicable Regulations) to accept a person as its Client until all required documentation has been received by the Company, and properly completed by the Client. The Company reserves its authority to reject any prospective Client without any explanations.
2.2. In case the Company has reasonable suspicion that the Client is involved in money laundering or terrorist financing matters, the Company reserves the right to freeze and/or withhold the funds and/or report its suspicions to correspondent authorities.
3.1. The Client understands that he is opening a Trading Account with the Company at his own risk and the Company is not to be held liable for the information provided by the Client prior to the opening of a Trading Account with the Company and/or during the Client’s trading activity with the Company.
3.2. The Company may from time to time and at its discretion provide general information in newsletters which it may post on the Website or provide to subscribers though the Website and/or otherwise:
- a) This information is provided solely to enable the client to make his own investment decisions and does not amount to investment advice;
- b) The Company gives no representation, warranty or guarantee as to the accuracy or completeness of such information or as to the tax consequences of any Transaction.
- Advice and Commentary
4.1. The Company will not advise the Client about the merits of a particular Order or give him any form of investment advice. The Client acknowledges that the Services do not include the provision of investment advice in Financial Instruments or the Underlying Markets or Assets. The Client alone will decide how to handle his Client Trading Account and place Orders and take relevant decisions based on his own judgement.
4.2. The Company will not provide the Client with any legal, tax or other advice relating to any Transaction. The Client may seek independent advice before entering into a Transaction.
4.3. The Client hereby confirms that s/he will not hold the Company liable in relation to his/her decisions in relation to his/her Trading Account.
4.4. The Company may, from time to time and at its own discretion, provide the Client (or in newsletters which it may post on its Website or provide to subscribers via its Website or otherwise) with information, news, market commentary or other information but not as part of its Services to the Client. Where it does so:
- a) The Company will not be responsible for such information and does not make representations as to the time of receipt by the Client;
- b) The Company gives no representation, warranty or guarantee as to the accuracy, correctness or completeness of such information or as to the tax or legal consequences of its use;
- c) This information is provided solely to enable the Client to make his own investment decisions and does not amount to investment advice or unsolicited financial promotions to the Client;
4.5. It is understood that market commentary, news or other information provided or made available by the Company are subject to change and may be withdrawn at any time without notice.
- Provisions of Platform
5.1. The Company hereby grants a limited license, which is personal, non-transferable, non-exclusive and fully recoverable, to use the Platform(s), solely for personal use and benefit in accordance with the terms and conditions of the Client Agreement. Should the Agreement be terminated for any reason, the license will automatically be revoked.
5.2. The Company has the right to shut down the Platform(s) at any time for maintenance purposes without prior notice to the Client. In these cases, the Platform(s) will be inaccessible.
5.3. From time to time, acting reasonably, the Company shall have the right to add to, modify, or remove any of the Platform or parts of it without liability under this Agreement.
5.4. The Company makes no express or implied representations:
- a) That the Platform will be available for access all the time, or at any time on a continuous uninterrupted basis. Access to the Platform may be affected, for example, by routine maintenance, repairs, reconfigurations or upgrades;
- b) That the Platform will be free of errors or defects;
- c) That the Platform is free from viruses or anything else that has contaminating or destructive properties.
5.5. The Company will not be liable for any such disruptions or delays or problem in any communication experienced by the Client when using the Platform(s).
5.6. The Client agrees that s/he:
- a) May only use the Platform for so long as is authorized to do so under the terms of the license granted hereunder;
- b) Will use the Platform only for lawful purposes;
- c) May not use the Platform for any purpose other than for the purpose for which it has been provided under this Client Agreement;
- d) Is responsible for all Transactions effected on his Client Trading Account via the Platform and the use of the Platform (including the Access Data);
5.7. It is absolutely prohibited for the Client to take any of the following actions in relation to the Platform(s):
- a) Use any software, which applies artificial intelligence analysis to the Company’s systems and/or Platform(s);
- b) Intercept, monitor, damage or modify any communication which is not intended for the Client;
- c) Use any malicious software that is designed to distort, delete, damage or disassemble the Platform(s) or the commination system or any system of the Company;
- d) Perform any action that could potentially allow the irregular or unauthorized access or use of the Platform(s) and/or obtain any type of profit and/or benefit of malfunction of the Platform(s);
- e) Do anything that will or may violate the integrity of the Company computer system or Platform(s) or cause such system(s) to malfunction or stop their operation;
- f) Unlawfully access or attempt to gain access, reverse engineer or otherwise circumvent any security measures that the Company has applied to the Platform(s);
5.8. Should the Company reasonably suspect that the Client has violated the terms of paragraph 5.7., it is entitled to take one or more of the counter measures, stipulated by the present Agreement.
5.9. The Client agrees to keep secret and not to disclose his Access Data to any third person and agrees to notify the Company immediately if the Client knows or suspects that the Client’s Access Data have or may have been disclosed to any unauthorized person.
5.10. The Client acknowledges that the Company bears no responsibility if unauthorized third persons gain access to information, including electronic addresses, electronic communication, personal data and Access Data when the above are transmitted between the Parties using the internet or other network communication facilities, post, telephone, or any other electronic means.
5.11. If the Company identifies that the Access Data of the Client may have been received by unauthorized third parties, the Company may, at its discretion, deactivate the Client Trading Account and revoke any profits of the Client under this Agreement.
- Intellectual Property
6.1. All copyrights to the elements of the web-site, platforms, software, trademarks, patents, service marks, trade names, software code, data names are the sole and exclusive Intellectual Property of the Company or of third parties and are protected by local and international intellectual property laws and treaties. Nothing in this Agreement constitutes a waiver of the Company’s intellectual property rights.
6.2. Under no circumstances shall the Client obscure or remove any copyright, trademark or any other notices from any of the Company’s Intellectual Property or Website or Platform(s).
6.3. It is understood that the Company may offer its Services under different trademarks and websites. The Company owns all the images displayed on its Website, the Platform(s) and downloadable software and material.
6.4. The Client is not permitted to alter, modify, publish, transmit, distribute, otherwise or reproduce commercially exploit that information, in whole or in part in any format to any third party without the Company’s express written consent.
7.1. The Client may place Orders with the Company within the normal trading hours of the Company and any such Orders will be binding upon the Client.
7.2. Orders placed via phone will be placed on the Platform by the Company. The Company shall not be held liable for Orders placed via phone by the Client.
7.3. It is agreed and understood that despite the Company’s reasonable efforts transmission or execution may not always be achieved at all for reasons beyond the control of the Company.
7.4. The Client hereby acknowledges and agrees that the Company may, in its sole discretion, add, remove or suspend from the Platform, any Financial Instrument, on any type of Underlying Asset or Market.
7.5. The Company is entitled, at any time and at its discretion, without giving any notice or explanation to the Client to restrict the Client’s trading activity, to cancel Orders, to decline or refuse to transmit or execute any Order of the Client, and the Client has no right to claim any damages.
- Events of Default
8.1. According to the terms and conditions of the present Agreement each of the following constitutes and ‘Event of Default’:
- a) The failure of the Client to perform his/her obligations due to the Company;
- b) Where any information, provided by the Client to the Company, becomes untrue;
- c) Any other circumstance where the Company reasonable believes that it is necessary or desirable to take any action set out in paragraph 8.2;
- d) Requirement of a competent regulatory authority or body or court;
- e) The Company reasonable considers that the Client might be involving the Company in any type of fraud or illegality;
- f) If the Company suspects that the Client is engaged into money laundering activities or terrorist financing or fraud or other criminal activities;
- g) The Company reasonably suspects that the Client performed a prohibited action as set out in the present Agreement;
- h) The Company reasonably suspects that the Client performed abusive trading.
8.2. If an Event of Default occurs the Company may, at its absolute discretion, at any time and without prior Notice, take one or more of the following actions:
- a) Terminate this Agreement immediately without prior notice to the Client;
- b) Cancel any Open Positions;
- c) Temporarily or permanently ban access to the Platform(s) or suspend or prohibit any functions of the Platform(s);
- d) Reject or Decline or refuse to transmit or execute any Order of the Client;
- e) Restrict the Client’s trading activity;
- f) In the case of fraud, reverse the funds back to the real owner or according to the instructions of the law enforcement authorities of the relevant country;
- g) Cancel or reverse any profits gained through abusive trading of paragraph 8.1(l) or the application of artificial intelligence on the Client Trading Account;
- h) Take legal action for any losses suffered by the Company;
- i) Cancel and/or reverse, any profits, as a result of the activity as described in 8.1. above.
- Client Trading Accounts, Deposits and Withdrawals
9.1. The Company shall open one or more Client Trading Account(s) for the Client.
9.2. The Client Trading Account shall be activated upon the Client depositing the minimum initial deposit, as determined and amended by the Company in its discretion from time to time.
9.3. The Client may deposit funds into the Client Trading Account at any time during the course of this Agreement. Deposits will be made via the methods and in the currencies accepted by the Company from time to time. The detailed information about deposit options is shown on the Website.
9.4. Subject to the Company’s policies in place and for purposes of prevention of money laundering and/or terrorist financing, the Client must provide the necessary information evidencing the Client’s source of funds. The Company shall have the right to request the Client at any time any additional documentation and/or information to confirm the source of funds
as these shall be deposited for the Client’s Trading Account. The Company shall have the right to reject a deposit of the Client.
9.5. If the funds sent by the Client are not deposited in the Client Trading Account when they are supposed to, the Client shall notify the Company and request from the Company to make a banking investigation of the transfer. The Client understands and agrees that in order to perform the investigation the Client has to provide the Company with the requested documents.
9.6. Upon the Company receiving an instruction from the Client to withdraw funds from the Client Trading Account, the Company shall pay the said amount, if the following requirements are met:
- a) The withdrawal instruction includes all required information;
- b) The instruction is to make a transfer to the originating account from which the funds was originally deposited in the Client Trading Account or at the Client’s request to a bank account belonging to the Client;
- c) The source where the transfer is to be made belongs to the Client;
- d) At the moment of payment, the Client’s Balance of the Trading Account allows to withdraw the amount specified in the withdrawal instruction including all payment charges;
- e) There is no Force Majeure Event which prohibits the Company from effecting the withdrawal.
9.7. It is understood and agreed that the Client shall provide the Company with the correct details in order to be able for the Company to execute a withdraw order.
9.8. It is agreed and understood that the Company will not accept third party or anonymous payments in the Client Trading Account and will not be obliged to make withdrawals to any other third party or anonymous account.
9.9. The Company has the right to suggest an alternative method of funds withdrawal.
9.10. The Client may send the request for internal transfer of funds to another Client Trading Account held by the Client with the Company.
9.11. Mistakes made by the Company during transfer of funds shall be refunded to the Client. It is understood that in case the Client provides wrong instructions for a transfer the Company may be unable to correct the mistake and the Client may have to suffer the loss.
- Inactive and Dormant Client Trading Accounts
10.1. If the Client Trading Account is inactive for one (1) month or more, the Company will charge a monthly maintenance fee of 80 Euro or equivalent amount in other Currency, depending in the Client’s Trading Account Base Currency.
10.2. If the Client Trading Account is inactive for one (1) year, and after notifying the Client in its last known address and/or contact details, the Company reserves the right to close the Client’s Trading Account and terminate the present Agreement after having rendered it dormant. Money in the dormant account shall remain owed to the Client and the Company shall return such funds upon the Company discretion or upon request by the Client at any time thereafter, provided that the Client provides to the Company the necessary information and documentation as these may be requested by the Company. The Company may charge a fee during the period when the Account is dormant.
11.1. In case of bankruptcy of the Client the Company shall have a lien on all funds held on the Trading Account in the Company until the full settlement of the Client obligation to the Company.
- Currency Conversion
12.1. In the event that the Client deposits/withdraw/transfer Currency, which differs from the Currency of the Trading Account of the Client, the Company shall convert the sum deposited/withdrawal/transferred into/to/from the requested Client Trading Account. The Company’s or Company’s banks exchange rate will apply for this kind of operations, plus possible conversion rate fee.
- Force Majeure
13.1. A Force Majeure Event is the event which makes it impossible for the Company to offer its Service and includes without limitation each of the following:
- a) Government actions, the threat of war, acts of terrorism, riot, civil disturbance, or any other international calamity, economic or political crisis;
- b) Act of God, earthquake, tsunami, hurricane, typhon, accident, storm, flood, fire, epidemic or order natural disaster;
- c) Suspension of trading on a Market or the liquidation or closure of any Market, or the fixing of minimum or maximum prices for trading on a Market, or the imposition of limits or special or unusual terms on the trading in any such marker or a regulatory ban on the activities of any party, decisions of state authorities etc.;
- d) A financial services moratorium having been declared by appropriate regulatory authorities or any other acts or regulations of any regulatory, governmental, supervisory, regulatory or supranational body or authority;
- e) Breakdown, failure or malfunction of any electronic, network and communication lines (not due to the bad faith or willful default of the Company);
- f) Any event, act or circumstances not reasonably within the Company’s control and the effect of that event(s) is such that the Company is not in a position to take any reasonable action to cure the default;
- g) Any unexpected material event which can affect the standard trading conditions on a Financial Instrument and/or any other tradable instrument.
13.2. If the Company determines in its reasonable opinion that a Force Majeure Event exists the Company may without prior notice and at any time take any or all of the following steps:
- a) Suspend or modify the application of any or all terms of the Agreement to the extent that the Force Majeure Event makes it impossible or impractical for the Company to comply with them;
- b) Take or omit to take all such other actions as the Company deems to be reasonably appropriate in the circumstances with regard to the position of the Company, the Client and other clients;
- c) Shut down the Platform(s) in case of malfunction for maintenance or to avoid damage;
- d) Cancel any Client Orders;
- e) Refuse to accept Orders from Clients;
- f) Inactivate the Client Trading Account;
- g) Increase Margin requirements without notice;
- h) Close out any or all Open Positions at such prices as the Company considers in good faith to be appropriate;
- i) Increase Spreads;
- j) Decrease Leverage;
- k) Amend the Stop Out Level.
13.3. Except as expressly provided in this Agreement, the Company will not be liable or have any responsibility for any type of loss or damage arising out of any failure, interruption, or delay in performing its obligations under this Agreement where such failure, interruption or delay is due to a Force Majeure Event.
- Communication and Notices
14.1. Unless the contrary is specifically provided in this Agreement, any notice, request or other communication to be given to the Company by the Client under the Agreement shall be sent to the Company’s email, specified on the web-site (or to any other address which the Company may from time to time specify to the Client for this purpose).
14.2. Any Written Notices sent to the Company shall have to be received within the working hours of the Company. Any Notices received outside the normal working hours shall be treated as being received the following Business Day.
14.3. The Client shall be able to call the Company within its normal working hours. The Company may contact the Client outside its normal working hours.
14.4. In order to communicate with the Client, the Company will use the contact details provided by the Client whilst opening the Client Trading Account or as updated latter on. Hence, the Client has an obligation to notify the Company immediately of any change in the Client’s contact details.
15.1. The Company’s official language is the English. Translation or information provided in languages other than English is for informational purposes only and for the Client’s ease and understanding. However, the official document shall be the English version of the document.
- Personal Data, Confidentiality, Recording of Telephone Calls
16.1. The Company for the purposes of providing the Services to the Client it must obtain, collect, process and store Client information directly from the Client (in his completed Account Opening Application Form or otherwise) or from other persons.
16.2. Client information which the Company holds is to be treated by the Company as confidential and will not be used for any purpose other than in connection with the provision, administration and improvement of the Services, anti-money laundering and due diligence checks, for research and statistical purposes and for marketing purposes. Information
already in the public domain, or already possessed by the Company without a duty of confidentiality will not be regarded as confidential.
16.3. The Company has the right to disclose Client information (including recordings and documents of a confidential nature, card details):
- a) if required by law or a court order by a competent Court, regulatory authority having control or jurisdiction over the Company or the Client, as well as to relevant authorities to investigate or prevent fraud, money laundering or other illegal activity and for similar purposes;
- b) to the Company’s professional advisors and service providers under the condition to commit to the confidentiality herein obligation as well.
16.4. The Client understands that subject to the Services that the Company is providing to the Client and subject to the Company’s anti-money laundering and regulatory requirements, the Company must obtain, use, store, process and handle personal information
16.5. By entering into this Agreement, the Client consents to the use, storage and processing of his personal information as these shall be provided for the provision of the Services.
16.6. Telephone conversations between the Client and the Company are recorded and kept by the Company. The Client accepts such recordings as conclusive evidence of the Orders or conversations so recorded.
16.7. Subject to Applicable Regulations, the Company will keep records containing Client personal data, trading information, Client Trading Account opening documents, communications and anything else which relates to the Client.
- Limitations of Liability and Indemnity
17.1. In the event the Company provides information, recommendations, news, information relating to Transactions, market commentary or research to the Client (or in newsletters which it may post on its Website or provide to subscribers via its Website or otherwise), the Company shall not, be liable for any losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any such information given.
17.2. The Company will not be held liable for any loss or damage or expense or loss incurred by the Client in relation to, or directly or indirectly arising from but not limited to any error or failure or interruption or disconnection in the operation of the system failures and malfunctions, communication line failures, equipment or software failures or malfunctions, system access issues, system capacity issues etc.
17.3. The Company shall in no circumstances be liable to the Client for any consequential, special, incidental or indirect losses, damages, loss of profits, loss of opportunity (including in relation to subsequent market movements), costs or expenses the Client may suffer in relation to the Agreement, the provision of the Services or the use of the Platform(s).
- Amendment of the Agreement
18.1. The Company may, without notice, upgrade the Client Trading Account, convert Client Trading Account type, upgrade or replace the Platform or enhance the services offered to the Client.
18.2. Unless differently provided for elsewhere in this Agreement, the Company shall have the right to review its costs, fees, charges, Swaps and commissions, from time to time in its own discretion. Such changes shall be affected on the Platform and/or the Website.
18.3. The Company, will post an announcement on the Website and/or show on its Platform such changes. The Client shall be treated as accepting the changes, unless, the Client informs the Company that the Client wishes to terminate the Agreement and not accept the changes.
- Termination and Results of Termination
19.1. Without prejudice to the Company’s right under this Agreement to terminate it immediately without prior notice to the Client, each Party may terminate this Agreement by giving at least ten (10) Business Days Written Notice to the other Party.
19.2. Termination by any Party will not affect any obligation, which has already incurred by either Party or any legal rights or obligations which may already have arisen under the Agreement or any Transactions made hereunder.
19.3. Upon termination of this Agreement, all amounts payable by the Client to the Company will become immediately due and payable including (but without limitation) all outstanding costs and any other amounts payable to the Company, any charges and additional expenses incurred or to be incurred by the Company as a result of the termination of the Agreement.
19.4. Once notice of termination of this Agreement is sent and before the termination date:
- a) The Client will have an obligation to close all his Open Positions. If the Client fails to do so, upon termination, the Company will close any remaining Open Positions;
- b) The Company will be entitled to cease to grant the Client access to the Platform(s) or may limit the functionalities the Client is allowed to use on the Platform(s);
- c) The Company will be entitled to refuse to accept new Orders from the Client;
- d) The Company will be entitled to refuse to the Client to withdraw money from the Client Trading Account and the Company reserves the right to keep Client’s funds as necessary to close positions which have already been opened and/or pay any pending obligations of the Client under the Agreement.
- Representations and Warranties
20.1. The Company presumes that all the information, provided by the Client is true, complete, accurate and actual, nevertheless the Company has the right to request confirmation of the representations and warranties, listed in the clause 22.2 below.
20.2. The Client represents and warrants to the Company the following:
- a) The Client is at least 18 years old, or at the age of legal consent for engaging in financial investment activities under the laws of any jurisdiction that applies to the Client;
- b) The Client is of sound mind and capable of taking decisions for his/her own actions;
- c) The Client confirms that has regular access to the internet and consents to the Company providing him/her with information, including without limitation, information about the nature and risks of investments by posting such information on the Website or email;
- d) All actions performed under the Agreement will not violate any law or rule applicable to the Client;
- e) The Client will use the the IP, Platform and Website only for the benefit of his Client Trading Account and not on behalf of any other person;
- f) The Client is duly authorized to enter into the Agreement, to give Orders and to perform its obligations hereunder;
- g) The Client is acting as a principal and not as agent or representative or trustee on behalf of someone else. The Client may act on behalf of someone else only if the Company specifically consents to this and provided all the documents required by the Company for this purpose are received;
- h) The information provided by the Client to the Company is true, accurate and complete and the documents handed over by the Client are valid and authentic;
- i) The Client has read and fully understood the terms of the Agreement and the Risk Disclosure and Warnings Notice;
- j) The Client funds used for trading are not in any direct or indirect way the proceeds of any illegal activity or used or intended to be used for terrorist financing;
- k) The Client is not a Politically Exposed Person and does not have any relationship with a person who holds or held in the last twelve months a prominent public position. If the above statement is untrue the Client will inform the Company as soon as possible will notify the Company if at any stage during the course of this Agreement he becomes a Politically Exposed Person;
- l) The Client is not the citizen of the countries, from which the Company does not accept Clients.
- 21. Multiple Account Holders
21.1. Where the Client comprises two or more persons, the liabilities and obligations under the Agreement shall be joint and several. Any warning or other notice given to one of the persons which form the Client shall be deemed to have been given by all the persons who form the Client.
21.2. In the event of the death or mental incapacity of one of the persons who form the Client, all funds held by the Company, will be for the benefit and at the order щ\other persons, forming the Client.
- Applicable and Governing Law
22.1. This Agreement between the Parties and any claim and/or cause of action and/or dispute
which may arise related to this Agreement shall be governed by the Laws of St. Vincent and Grenadines, without regard to the conflicts of Laws provisions therein and the competent court for the settlement of any claim and/or cause of action and/or dispute which may arise between the Parties related to this Agreement shall be the Court of St. Vincent and Grenadines.