This Client Agreement (hereinafter referred to as the “Agreement”) is made between Fortis Ltd. (hereinafter referred to as the “Company") registered at Suite 305, Griffith Corporate Centre, P.O.Box 1510, Beachmont Kingstown, Saint Vincent and the Grenadines, on the one part, and a physical person who is at least 18 years old and has reached legal age and possesses legal capacity in his jurisdiction, or a legal person if such person is duly registered and validly existing under the laws of its country of incorporation (hereinafter referred to as the “Client”), on the other part.
This Agreement and attachments thereto is setting out the terms and conditions in accordance with which the Company shall provide the Client with services related to (i) trading operations transacted on the international foreign exchange (forex) market, (ii) non-trading operations and (iii) informing the Client of Company’s services and his account status, all of which shall constitute the subject matter of the Agreement. This Agreement shall also set out the rights and obligations of the Parties in relation to the services provided under the Agreement.
This Agreement shall become effective after the Client has completed his registration.
All trading and non-trading operations shall be performed in accordance with the rules and regulations stipulated in this Agreement and attachments thereto.
The Company reserves the right to change, add and vary the terms and conditions of this Agreement or any attachments thereto by giving the Client a 5 business days’ prior notice.
Information published on the Company’s official website shall form an integral part of and a supplement to this Agreement.
It is understood that the Company is not to be required (and may be unable under Applicable Regulations) to accept the Client as its customer, and hence open an account for him or accept any money from him, until all documentation it requires has been received by the Company, properly and fully completed by the Client and all internal Company checks (including without limitation anti-money laundering checks and appropriateness tests) have been duly satisfied. It is further understood that the Company reserves the right to impose additional due diligence reqvuirements to accept Clients residing in certain countries.
1.1. “Account” means a personalized trading account of the Client with the Company;
1.2. “Ask Price” means the price at which the Company is willing to sell a CFD;
1.3. “Authorized Person” means a person authorized by the Client under a power of attorney to give instructions to the Company in relation to the Account;
1.4. “Balance” means the sum of the Client Account after the last completed order and deposit/withdrawal operation made within any period of time;
1.5. “Best Execution Policy” means the Company’s prevailing policy available at the Company’s Website regarding best execution when executing client orders;
1.6. “Bid Price” means the price at which the Company is willing to buy a CFD;
1.7. “Business Day” means any day on which banks are open for business in St. Vincent & the Grenadine;
1.8. “CFD Contract or CFD” means a contract which is a contact of difference by reference to fluctuations in the price of the relevant Underlying Asset;
1.9. “Client” means a natural or legal person, accepted by the Company as its Client to whom services will be provided by the Company under the Terms;
1.10. “Collateral” means any securities or other assets deposited with the Company’s Execution Venue;
1.11. “Company’s Website” means bithoven.com or any other website that may be the Company’s website from time to time;
1.12. “Contract” means any contract, whether oral or written, for the purchase or sale of any commodity, security, currency or other financial instruments or property, including any derivative contracts such as options, futures, CFDs or other transactions related thereto, entered into by the Company and the Client;
1.13. “Counterparties” shall mean banks and/or brokers through whom the Company may cover its transactions with Clients;
1.14. “Durable Medium” means any instrument which enables the Client to store information in a way accessible for future reference for a period of time adequate for purposes of the information and which allows the unchanged reproduction of the information stored;
1.15. “Equity” equals (Balance + Floating Profit & Loss + Swap)
1.16. “Execution Venue” the counterparty for transactions and holder of the Clients securities or other assets deposited;
1.17. “Floating Profit/Loss” shall mean the unrealized profit (loss) of open positions at current prices of the Underlying Assets;
1.18. “Free Margin” means the funds not used as guarantee to open positions, calculated as: Free Margin=Equity-Margin;
1.19. “Margin” means the necessary guarantee funds to open positions and maintain Open Positions, as determined in the Spreads and Conditions Schedule;
1.20. “Margin Call” when the Margin posted in the margin account is below the minimum margin requirement, the Company’s Execution Venue issues a Margin Call and in this case the Client will have to either increase the Margin that he/she has deposited, or to close out his/her position(s). If the Client does not do any of the aforementioned, the Execution Venue shall have the right to close the positions of the Client;
1.21. “Margin Level” means the percentage of Equity to Margin ratio. It is calculated as: Margin Level = (Equity/Necessary Margin) x 100;
1.22. “Market Maker” means a dealer in securities or other assets who undertakes to buy or sell at specified prices at all time;
1.23. “Market Rules” means the rules, regulations, customs and practices from time to time of any exchange, clearing house or other organization or market involved in the conclusion, execution or settlement of a Contract any exercise by any such exchange, clearing house or other organization or market of any power or authority conferred on it;
1.24. “Open Positions” means any position/transaction that has not been closed;
1.25. “Orders” means any trading transactions executed on the Company’s trading platforms by the Client;
1.26. “OTC” shall mean any Contract concerning a commodity, security, currency or other financial instrument or property, including any option, future, or CFD which is not traded on a regulated stock or commodity exchange but “over the counter”;
1.27. “Principal” means the individual person or the legal entity which is a party to a transaction;
1.28. “Security” means any securities or other assets deposited with the execution venue;
1.29. “Services” means the services to be provided by the Company to the Client construed by these Terms. Services is inclusive of any dealing, order routing, advisory or other services which the Company provides from time to time to the Client by remote access via the Internet and which are subject to these Terms;
1.30. “Spread” means the difference between the Ask Price and the Bid Price;
1.31. “Spreads and Conditions Schedule” means the schedule of spreads, charges, margin, interest and other rates which at any time may be applicable to the Services as determined by the Company on a current basis. The Spreads and Conditions Schedule is available on the Company’s Website;
1.32. “Swap” shall mean the funds withdrawn or added to the Client’s Account from rolling over (transfer) of an open position to the next day;
1.33. “Trade Confirmation” means a notification from the Company’s trading platform to the Client confirming the Client’s entry into a Contract;
1.34. “Trading Platform” means any online trading platform made available to the Client by the Company for placing orders, requesting quotes for trades, receiving price information and market related news as well as having a real-time revaluation of the open positions, through the Internet;
1.35. “Underlying Asset” means underlying asset is the financial instrument (e.g., stock, futures, commodity, currency, index) on which a derivative's price is based.
2. INTERNET AND ELECTRONIC TRADING
2.1. The Client acknowledges the electronic nature of the Services and the inherent risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside the Company’s control.
2.2. Since the Company does not control signal power, its reception or routing via Internet or any other means of electronic communication, configuration of Client’s equipment or reliability of its connection, the Company shall not be liable for any claims, losses, damages, costs or expenses, including attorneys’ fees, caused directly or indirectly, by any breakdown or failure of any transmission or communication system or computer facility belonging to the Company.
2.3. The Client is obliged to keep all login information secret and ensure that third parties do not obtain access to the trading facilities. The Client will be held responsible for transactions executed by means of the Client’s password even if such transactions were not executed by the Client.
2.4. Unless otherwise indicated or agreed any prices shown on the Company’s Trading Platform are indicative at the time shown based on data that is subject to constant change. The execution price is that which is confirmed to the Client on the Trade Confirmation issued (whether on screen or otherwise) after the Client order is executed, although this price may in certain cases differ from the price appearing on the screen at the time the order was placed. In the event that an erroneous price is used as the basis of any transaction the Execution Venue reserves the right to amend or revoke the details of the transaction(s) in question.
2.5. The limit order functionality of the Trading Platform will be subject to the Internet service remaining available over the period in which the limit order is outstanding, and will be subject to size limits input by the Execution Venue’s dealer(s) remaining in excess of the Clients order size and such dealer’s position limits and/or any other limits determined by the Execution Venue to be applicable to the Client (whether or not disclosed to the Client) still being able to facilitate the order at the time the limit price is reached.
2.6. The identification or use of any third party products, services or websites is not an endorsement by the Company of such services, products of websites. The Company accepts no responsibility or liability of any kind in respect of any materials on any website or application which is not under the Company’s direct control.
3. MARKET MAKING
3.1. The Client is specifically made aware that in certain markets, including the foreign exchange markets, OTC foreign exchange options and CFD Contracts, the Execution Venue may act as a Market Maker.
3.2. The Company will, upon the Client’s written request, in general disclose to the Client whether the Company may act as a Market Maker in certain CFD Contracts.
3.3. When acting as a Market Maker, the Execution Venue will under normal market circumstances quote the Client bid and ask prices.
3.4. In order for the Company to quote prices with the swiftness normally associated with speculative trading, the Company may have to rely on available price or available information that may later prove to be faulty due to specific market circumstances, for instance, but not limited to, lack of liquidity in or suspension of an asset or errors in feeds from information providers or quotes from Counterparties. If so and if the Company has acted in good faith when providing the price to the Client, the Company may cancel the trade with the Client but shall do so within reasonable time and shall provide the Client with a full explanation for the reason for such cancellation.
3.5. Following execution of any position with a Client, the Execution Venue may at its reasonable discretion subsequently offset each such client position with another Client position, or a position with one of the Execution Venue’s Counterparties or retain a proprietary position in the market with the intention to obtain trading profits from such positions. Such decisions and actions may therefore result in the Execution Venue offsetting client positions at prices different – sometimes significantly different – from prices quoted to Clients, resulting in trading profits or losses for the Execution Venue. This in turn can raise the possibility of the Client incurring what may be seen as an implied cost (i.e. the difference between the price at which the Client traded with the Execution Venue and the price at which the Execution Venue subsequently traded with Counterparties and/or other Clients) due to any profits realized by the Execution Venue as a result of the Market Making function. However the Market Making function may involve significant costs to the Execution Venue if the market moves against it as compared to the price at which it traded with the Client.
3.6. The Client accepts that the Execution Venue in CFD contracts where it acts as Market Maker may hold positions that are contrary to positions of the Client, resulting in potential conflicts of interest between the Execution Venue and the Client.
3.7. In markets, where the Execution Venue acts as a Market Maker, the Client accepts that the Company has no obligation to quote prices to clients at all times in any given market, nor to quote such prices to clients with a specific maximum spread.
3.8. The Client acknowledges, recognizes and accepts that the price quoted to the Client includes a spread when compared with the price to which the Execution Venue may have covered or expected to be able to cover the Contract in a trade with another client or a Counterparty. Furthermore, the Client acknowledges, recognizes and accepts that said spread constitutes remuneration to the Company and that such spread can not necessarily be calculated for all Contracts and that such spread will not be specified at the Trade Confirmation or otherwise revealed to the Client.
3.9. Any commission costs, interest charges, costs associated to and included in the spreads quoted by the Execution Venue as a Market Maker in certain markets and other fees and charges will consequently influence the Client’s trading result and will have a negative effect on the Client’s trading performance compared to a situation if such commission costs, interest charges, costs associated to and included in the spreads did not apply.
(a) The Company may, at its sole discretion, based on the market conditions and trading account equity, adjust the leverage of the underlying trading account, on a case-by-case basis, by providing the Client, where reasonable, with a notice by email. The Company bears no responsibility for the Client’s having enough Margin to maintain open positions at the moment when the Client’s account leverage is changed.
(b) If the Client is an active trader and is undertaking numerous transactions, the total impact of visible as well as not visible costs may be significant. Consequently the Client may have to obtain significant profits in the markets in order to cover the costs associated with trading activities with the Execution Venue. For very active Clients, such costs may over time exceed the value of the margin deposited. Normally, when trading margined derivatives, the lower the percentage of the applicable margin rate, the higher the proportion of the costs associated with executing a transaction. Margined derivatives are derivatives such as CFD’s that can be traded using a leverage of higher than 1:1.
3.10. In foreign exchange, OTC foreign exchange options, CFD Contracts and other OTC products, significant implied costs can arise as a consequence of the profits made by the Execution Venue performing in its capacity as a Market Maker.
3.11. The Execution Venue’s performance as a Market Maker may negatively affect the Client’s Account with the Execution Venue and the said implied costs are neither directly visible nor directly quantifiable for the Client at any time.
3.12. The Execution Venue is at no time obliged to disclose any details of its performance or income produced as a Market Maker or otherwise related to other commissions, charges and fees.
3.13. The Client is specifically made aware that CFD Contracts may be OTC products quoted by the Execution Venue whilst operating as a Market Maker and not traded on a recognized stock exchange. As a result, the description above of the implied, not visible costs related to the Execution Venue performance as a Market Maker may also apply to any CFD Contract.
3.14. Due to low liquidity and/or high volatility and widened spreads, placing of pending orders around some Economic Announcements may be restricted.
3.15. The Company reserves the right, at its sole discretion, to delete any Pending Orders older than three (3) months from the Clients’ trading account(s). Pending Order is a “Buy Limit”, “Buy Stop”, “Sell Limit” or “Sell Stop” order, as per the Company’s Order Execution Policy.
4. TRADING OPERATIONS REGULATIONS
4.1. General Provisions:
4.1.1. These Regulations set out terms and conditions for the performance of trading operations by the Client and the procedures for processing and execution of Client’s orders by the Company on the trading platform (hereinafter referred to as the “Client’s Terminal”).
4.1.2. The Client’s Account Number (Login) and Trader's password are unique identifiers that allow access to monitor the Client’s trading account status and to transactions made in the Client’s trading account.
4.1.3. Transmission and processing of Client’s orders sent via Client’s Terminal shall be made in the following order:
a. the Client gives an order which is checked for correctness by the Client’s Terminal; b. the order is sent to the server;
c. if the connection between the Client’s Terminal and the server is stable, the Client’s order is transmitted to the server and is verified for correctness;
d. if the order is correct, it is enqueued according to the reception;
e. the Client’s order is transmitted for processing to the system;
f. the order runs through the system and the processing result is received by the server;
g. Client’s processed order results are sent by the server to the Client’s Terminal.
4.1.4. The Client may give the Company the following instructions: buy order, sell order, place pending order, modify the pending order, or delete pending order. The above instructions shall be made via Client’s Terminal.
5.1. Internet, connectivity delays, and price feed errors sometimes create a situation where the price displayed on the Trading Platform does not accurately reflect the market rates. The concept of arbitrage and or taking advantage of these internet delays cannot exist in an OTC market where the Client is buying or selling directly from the principal. The Company does not permit the practice of arbitrage on the Trading Platform. Transactions that rely on price latency arbitrage opportunities may be revoked, without prior notice. The Company reserves the right to make the necessary corrections or adjustments on the Account involved, without prior notice. Accounts that rely on arbitrage strategies may at the Company’s sole discretion be subject to the Company’s intervention and the Company’s approval of any Orders. Any dispute arising from such quoting or execution errors will be resolved by the Company in their sole and absolute discretion.
5.2. The Company shall have no obligation to contact the Client to advise upon appropriate action in light of changes in market conditions or otherwise.
5.3. The Client agrees to indemnify and hold the Company, its affiliates and any of their directors, officers, employees and agents harmless from and against any and all liabilities, losses, damages, costs and expenses, including legal fees incurred in connection with the provision of the services under these Terms provided that any such liabilities, losses, damages, costs and expenses have not arisen for the Company’s gross negligence, fraud or willful default.
6. PROHIBITED TRADING
6.1. The Customer agrees and acknowledges that the service provided by the company to the Customer hereunder is not adapted for certain trading techniques commonly known as "arbitrage trading", "picking/sniping". Sniping: the situation where the Client is prematurely buying or selling near preset prices.
6.2. In the event of the Customer employing such techniques, the Customer agrees and acknowledges that the company may at Company’s sole discretion take one or more, or any portion of, the following actions: (i) close the Customer's account; (ii) suspend the Customer's account for an indefinite period of time; (iii) carry out an investigation on the Customer's account for an indefinite period of time; (iv) charge a penalty fee to the Customer in the same or greater amount of money that resulted from the Customer using such techniques.
6.3. The Client shall not unlawfully access or attempt to gain access, reverse engineer or otherwise circumvent any security measures that the Company has applied to the Platform.
6.4. It is absolutely prohibited to take any of the following actions:
(a) use any software, which applies artificial intelligence analysis to the Company’s system and Trading Platform;
(b) intercept or monitor, damage or modify any communication which is not intended for him;
(c) use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Trading Platform or the communication system or any system of the Company;
(d) send any unsolicited commercial communication not permitted by Applicable Law.
7. UNTRUE TRADES
7.1. The Company shall have the right to annul and/or reverse any trades which are deemed untrue or opened at a fictitious price not existing on the market at the time of opening. Such cases include but are not limited to trades based on a non-market Quotation or based on latency trading (such as old prices).
8.1. When the Company is using or advertising or posting on its website or platform or otherwise to any third party’s services, products or websites:
(a) the Company will not be responsible for any such services, products or website material that is not under its control;
(b) the Company gives no representation, warranty or guarantee as to the accuracy, correctness or completeness of any related information or as to the tax or legal consequences of any related Transaction;
(c) such 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;
(d) if the document contains a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, the Client agrees that he will not pass it on to any such person or category of persons;
(e) the Client accepts that prior to dispatch, the Company may have acted upon it itself to make use of the information on which it is based. The Company does not make representations as to the time of receipt by the Client and cannot guarantee that he will receive such information at the same time as other Clients.
9. REFUND AND CANCELLATION
9.1. The Company reserves the right to cancel a Client’s request for withdrawal due to any of the following reasons:
(a) When the Client has suspicious transactions in relation money laundering activities.
(b) When the Client has not provided full and/or correct withdrawal information while submitting his withdrawal request, the Company shall inform the Client that the reason for the cancellation is due to failure on his behalf to provide full and/or correct withdrawal information to the Company. The Company will ask the Client to resubmit his withdrawal request if he provides full and/or correct withdrawal information.
(c) If the Client has selected incorrect withdrawal method, the Company shall inform the Client that the reason for the cancellation is the selection of incorrect withdrawal method. The Company will ask the Client to resubmit his withdrawal request using the correct withdrawal method.
(d) Funds cannot be refunded to an expired credit/debit card.
(e) In case a card that the Client used to deposit funds with the Company is cancelled/lost/stolen/ re-placed/do not support the foreign remittance refunds, the Client must inform the Company prior to submitting withdrawal request and provide official letter from the Client’s bank stating the same. It should be noted that all refunds are final and cannot be reverted.
(f) In order for the Company to quote prices with the swiftness normally associated with speculative trading, the Company may have to rely on available price or available information that may later prove to be faulty due to specific market circumstances, for instance, but not limited to, lack of liquidity in or suspension of an asset or errors in feeds from information providers or quotes from Counterparties. If so and if the Company has acted in good faith when providing the price to the Client, the Company may cancel the trade with the Client but shall do so within reasonable time and shall provide the Client with a full explanation for the reason for such cancellation.
9.2. Cancellation of trades and/or Closure of positions: The Company might cancel the trade Order in circumstances where due to lack of liquidity in or suspension of an asset or errors in feeds from Price Providers or quotes from Counterparties have proved to be faulty. The Company shall provide within a reasonable time a full explanation of the reason for the cancellation of a trade. The Company might close, revoke, correct and/or adjust any trades in circumstances where the Client is involved with arbitrage and/or prohibited trading techniques. The Company might cancel any trades which are deemed untrue or opened at a fictitious price not existing on the market at the time of opening i.e. trades opened at old prices.
10. AUTHORITIES AND RESPONSIBILITIES OF THE COMPANY AND THE CLIENT
10.1. The Client has the right to:
(a) conduct trading operations on the Trading account, opened by the Client, strictly in accordance with the terms of this Agreement;
(b) receive all information related to the Trading account through the interface of the Client's Profile or using contact details indicated in the Client's Profile;
(c) make deposits into his/her Trading account and withdraw funds according to the terms of this Agreement.
10.2. The Client acknowledges that any market recommendations and information submitted to the Client by the Company or by any person in the Company do not represent a proposal to conduct a transaction.
10.3. The Client is informed and agrees that the Company is not liable for acts or omissions of the Client to conduct operations on his/her own Trading accounts.
10.4. The Client confirms that he or she is solely responsible for the state of his/her Trading accounts and Personal Profile.
10.5. The Client undertakes to guarantee protection to the Company against various liabilities, costs, claims, damages that may arise directly or indirectly due to Client's failure to comply with obligations under this Agreement.
10.6. The Client acknowledges that he/she is obliged to provide copies of documents as requested by the Company which confirm data that he/she provided during registration, and he/she must ensure that all information provided by the Client to the Company is true, correct and complete; the Client must inform the Company of all changes immediately.
10.7. The Client:
(a) agrees to bear responsibility for all actions executed within his/her Client’s Profile, including transactions executed in the financial markets;
(b) guarantees safety of his/her account data and passwords. In case of loss or transfer of these data to third parties full responsibility rests with the Client.
10.8. The Client agrees that the Company or any third party, involved in providing services to the Client, is not responsible for any phone line or Internet failures, or any incidents and circumstances, which do not depend on the Company.
10.9. The Client acknowledges that, according to AML Policy, the Company has the right to require the details of the Client’s payment account opened in the name of the Client, imposing restrictions on funds withdrawals only by use of the specified payment account details. If the Client refuses to provide these details, the Company reserves the right to block all the account operations until the specified information is provided.
10.10. The Client agrees that if the Company has a reason to believe that the Client’s trading account is used for money laundering or the account holder conceals information or provides wittingly false registration data, as well as if there is a reason to believe that trading operations on the Client’s trading account have been executed by violating this Agreement, the Company reserves the right to suspend all operations within the Client Profile and on the Client’s trading accounts to carry out necessary checks (check of registration data, client identification, verification of the history of account deposits, etc.) until all the circumstances are clarified.
10.11. The Company:
(a) is not a provider of communication services and is not liable for non-fulfillment of obligations due to failure in communication channels; b) does not compensate Clients for moral damages.
10.12. The Company, at its own discretion, can provide information, guidance and advice to the Client, however in this case the Company will not be liable for the consequences and benefits arising from recommendations and advice to the Client. The Client acknowledges that in the absence of fraud, willful default or flagrant negligent performance the Company shall not be liable forv any losses, costs, expenses which the Client may suffer due to inaccurate information provided to the Client, including but not limited to information about trading operations of the Client.
10.13. The Company is not liable to the Client for any damages, losses, lost profit, lost opportunities, costs (arising from possible movements in the market), unless otherwise specified in this Agreement.
10.14. The Company reserves the right to change or modify this Agreement, notifying the Client by email 5 calendar days before the amendments come into force.
10.15. The Company assures that the data provided by the Client in the registration form are strictly confidential.
10.16. In case liquidity providers’ quotes feed becomes irregular or any other force majeure event occurs, the Company has the right to switch trading in some instruments to the “close only” mode without a preliminary notice. In this case, opening new trades or modifying existing trades in those instruments will be impossible.
11. TERMINATION OF THE AGREEMENT
11.1. This Agreement will be terminated in case of:
(a) violation by the Client of the terms described in this Agreement.
11.2. The Company has the right to terminate this Agreement unilaterally informing the Client about the termination. The termination of the Agreement doesn’t cancel the Company’s and the Client’s engagements which have already arisen in accordance with this Agreement, including in respect of open positions or funds withdrawal/deposit operations in the Client’s trading account.
11.3. If the Company terminates the activity regulated by this Agreement:
(a) The Company notifies the Client of it one month before such termination;
(b) The Company pays out the Client’s funds available in the trading account at the moment of termination.
11.4. In case of the Client’s death:
(a) The right to withdraw funds from the Client’s trading account is transferred to heirs in due order or to heirs by will;
(b) The right to use the Client’s trading account and the right to execute transactions on the financial markets is not inherited.
11.5. The Client agrees that the Company reserves the right to deny or restrict the Client’s access to the Company Services notifying him/her beforehand. In this case, this Agreement will be canceled from the moment of service provision termination.
12. FORCE MAJEURE
12.1. The Company shall not be responsible for complete or partial financial loss sustained by the Client, if such loss has resulted due to any force majeure event.
12.2. The Parties shall not be in breach of this Agreement to the extent that the performance of their respective obligations under the Agreement has been prevented by an event of force majeure arising after the conclusion of this Agreement. Force majeure events shall include: acts of God, fires, technological accidents and disasters, accidents occurred at engineering and communication buildings, mass unrest, military actions, strikes, lockouts, riots, terrorist attacks, ddos-attacks, regulatory sanctions preventing due performance of the Agreement. For the purpose of this Agreement, force majeure events shall also include: market suspension, closure or liquidation; or Company’s inability to quote due to lack of event on the basis of which Company’s quotations are made; or trade restrictions or unusual trading conditions in any marker or in relation to any of these.
12.3. The events referred to in clause 12.2 above are not exhaustive. The Parties shall not be in breach of the Agreement should other force majeure events occur.
12.4. Where a force majeure event takes place, the time for the performance of the obligations under this Agreement shall be postponed for a period equal to that during which the force majeure event continues to be in force, and no loss shall be recovered.
12.5. Where a force majeure event occurs, the Company reserves the right, without prior notice, to:
(a) change trading and non-trading conditions and requirements;
(b) close any or all Client’s open positions at such price that the Company shall consider fair under current market conditions;
(c) suspend performance under, or modify one or more clauses of, this Agreement for as long as the force majeure events continue to be in force;
(d) take (or not to take) other actions in relation to the Client if considered necessary by the Company.
12.6. For the purpose of this Agreement, the Company shall not be liable or responsible for any illegal actions taken against the Company, its employees and/or its property, including hacker attacks and other unlawful actions.
12.7. A Party whose ability to perform or duly perform under this Agreement has been affected by force majeure events must, within 7 calendar days following the occurrence of such events, inform the other Party to this effect, failing which the affected Party shall not be entitled to refer to such events as discharging from liability.
12.8. Where the Company’s performance under this Agreement has been affected by force majeure events, the duration of which exceeds 30 calendar days, the Company shall be entitled to terminate performance of its obligations and display a relevant notice on its official website.
12.9. The Client accepts that force majeure events may cause a delay in the execution of a deposit and/or withdrawal transaction in his account. Where a force majeure event occurs, the Company undertakes to credit the Client’s account as soon as it becomes possible.
13. GOVERNING LAW AND JURISDICTION
13.1. This Agreement shall be governed by and construed in accordance with the laws of St. Vincent and Grenadines without regard to its choice of law principles.
13.2. The parties consent to exclusive jurisdiction and venue in the courts sitting in St. Vincent and Grenadines.
14. DISPUTE RESOLUTION
14.1. In the interest of resolving disputes between Company and Client in the most expedient and cost effective manner, it is agreed that any and all disputes arising in connection with the present Agreement shall be resolved by binding arbitration. CLIENT UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THE PRESENT AGREEMENT, EACH PARTY TO THE AGREEMENT IS WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
14.2. The venue for arbitration shall be St. Vincent and Grenadines.
14.3. The language used in Arbitration shall be English and the award of the arbitration shall be binding on both, you and us.
15.1. Any notices must be given by email to Company.
15.2. In Client’s case, Company will send it any notice at its provided email address (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us. In such case, notice shall be deemed given three days after the date of mailing.
16. NO WAIVER IMPLIED
The failure of us to enforce at any time any of the provisions of these of Agreement, or the failure to require at any time performance by you of any of the provisions of these provisions, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the our right to enforce each and every such provision thereafter. The express waiver by us of any provision, condition or requirement of these provisions shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Each Term shall be deemed to be severable. If any Term or portion thereof is found to be invalid or unenforceable, such invalidity or unenforceability shall in no way effect the validity or enforceability of any other Term.
The Client shall not assign its rights, duties under the present Agreement without the prior written consent of the Company.
19. ENTIRE AGREEMENT
The Agreement, in connection with the other obligations and rules detailed in writing on the website, constitute the entire agreement between you and the website and cannot be modified by you.