25. GENERAL PROVISION
The Client acknowledges that no representations were made to him/her by or on behalf of the Company which may have in any way incited or persuaded him/her to enter into this Agreement.
The Client shall not assign charge or otherwise transfer or purport to assign charge or otherwise transfer Client’s rights or obligations under this agreement or any interest in this Agreement, without Company’s prior written consent, and any purported assignment, charge or transfer in violation of this paragraph shall be void.
If the Client is a partnership, or otherwise comprise more than one person, Client’s liability under this Agreement shall be joint and several. In the event of the demise, bankruptcy, winding-up or dissolution of any one or more of such persons, then (but without prejudice to the above or Company’s rights in respect of such person and his successors) the obligations and rights of all other such persons under this Agreement shall continue in full force and effect. Any reference in this Agreement to the Client shall be construed, where appropriate, as reference to one or more of these persons. Any warning or other notice given to one of the persons which form the Client shall be deemed to have been given to all the persons who form the Client. Any Order given by one of the persons who form the Client shall be deemed to have been given by all the persons who form the Client.
Any waiver of this Agreement must be set out in writing, must be expressed to waive this Agreement, and must be signed by or on behalf of both the Company and the Client.
Without prejudice to any other rights to which the Company may be entitled, the Company may at any time and without notice to the Client set off any amount (whether actual or contingent, present or future) at any time owing between the Client and the Company. The Company can off-set any owned amounts using any account(s) the Client maintains with the Company.
If 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 be affected or impaired.
The Company’s records, unless shown to be wrong, will be evidence of Client’s dealings with the Company in connection with Company’s Services. The Client will not rely on the Company to comply with Client’s record keeping obligations, although records may be made available to the Client on request at Company’s discretion.
This Agreement and all Transactions are subject to Applicable Regulations so that: (i) if there is any conflict between this Agreement and any Applicable Regulations, the latter will prevail; (ii) nothing in this Agreement shall exclude or restrict any obligation which the Company has to the Client under Applicable Regulations; (iii) the Company may take or omit to take any action it considers necessary to ensure compliance with any Applicable Regulations and whatever the Company does or fail to do in order to comply with them will be binding on the Client.
This Agreement may be amended by the Company from time to time. Any changes to this Agreement will not apply to transactions performed prior to the date on which the changes become effective unless specifically agreed otherwise. The Company shall notify the Client of any changes in this Agreement either in writing or by email or through the Company’s Website. Should the Client disagree with the changes made by the Company, the Client may terminate the Agreement.
The Company shall provide no statements of accounts in relation to financial instruments traded through Client’s trading account. The Client may, at any time during his relationship with the Company, review the current and any historic state of his/her trading account directly through the trading platform(s).
The Client undertakes to pay all stamp duty and expenses relating to this Agreement and any documentation which may be required for the execution of this Agreement and of any transaction hereunder.
The location of detailed information regarding the execution and conditions for the investment transactions in Financial Instruments markets conducted by the Company, and other information regarding the activities of the Company, are made available on the Company’s Website. The Client shall regularly visit Company’s Website to obtain updated information.
26. REPRESENTATION, WARRANTIES AND COVENANTS
On a continuing basis, the Client represents, warrants, covenants and undertakes to the Company, both in respect of himself/herself and any other person for whom the Client acts as agent, that:
- The Client is authorised and has the capacity to enter into this Agreement and any Transactions which may arise under them;
- The Client is over 18 years old and/or has full capacity and/or is competent to enter into the present Agreement and is aware of the local laws and regulations of his country of residence in regards to being allowed to enter into this Agreement and the information he provides during the registration process as well as in any Company’s document is true correct, complete and accurate and that he/she will promptly inform the Company of any changes to the details or information provided to the Company;
- The Client warrants to the Company that all and any documents delivered by or on behalf of the Client to the Company are at all times true, valid and authentic;
- The Client unreservedly states, affirms, warrants and guarantees that he accepts that the Company will act as an agent on the Client’s behalf and will endeavor to find the best Execution Venue (Liquidity Provider) for the execution of the Client’s Orders.;
- The Client unreservedly states, affirms, warrants and guarantees that he has chosen the investment amount, taking his total financial circumstances into consideration which he/she considers reasonable under such circumstances;
- Any monies delivered to the Company shall belong exclusively to the Client, free of any lien, charge, pledge and any other encumbrance, and that they shall not be either directly or indirectly proceeds of any illegal act or omission nor a product of any criminal activity;
- The Client acts for himself and not as a representative nor as a trustee of any third person, unless he has produced, to the satisfaction of the Company, a document of powers of attorney enabling him to act as representative and/or trustee of any third person;
- The Client acknowledges that the Company shall not be obliged to inform the Client on an individual basis for any developments or changes on existing laws, directives, regulations, information and policies from any competent authority but the Client should refer to the Company’s Website to obtain all these data and information as well as to any other document that the Company may from time to time publish;
- The Client agrees and consents to receive direct advertising through phone, or personal representation or facsimile or automatic calls or by email or any other electronic means by the Company;
- There are no restrictions, conditions or restraints by Central Banks or any governmental, regulatory or supervisory bodies, regulating Client’s activities, which could prevent or otherwise inhibit the Client entering into, or performing in accordance with this Agreement and/or under any transaction which may arise under them;
- Client’s performance under any transaction in accordance with this Agreement does not violate any agreement and/or contract with third parties;
- This Agreement, each Transaction and the obligations created hereunder are binding on the Client and enforceable against the Client in accordance with their terms and do not violate the terms of any Applicable Regulations;
- There is no pending or, to the best of the Client’s knowledge, brought against the Client any action or legal proceeding before any court, arbitration court, governmental body, agency or official or any arbitrator that purports to draw into question, or is likely to affect, the legality, validity or enforceability against the Client of this Agreement and any transaction which may arise under them or Client’s ability to perform his/her obligations under this Agreement and/or under any transaction which may arise under them in any material respect;
- The Client is not entering into any transaction unless he/she has a full understanding of all of the terms, conditions and risks thereof, and he/she is capable of assuming and willing to assume (financially and otherwise) those risks
27. COMPANY LIABILITY
The Company will not be liable for any loss, liability or cost suffered or incurred by the Client as a result of providing Services to the Client unless the loss, liability or cost is caused by Company’s gross negligence, willful default or fraud committed while acting on Client’s instructions.
The Company will not be liable for any loss, liability or cost which the Client may suffer or incur as a result of the negligence, willful default or fraud of any third party (including any broker, bank, agent, custodian, investment exchange, depository or clearing house, electronic payment provider) which the Company has taken reasonable care in appointing.
Neither the Company nor any third party who acts on Company’s behalf in providing a Service to the Client, whether affiliated to the Company or not, nor the Company or its directors, officers, servants, agents or representatives, will be liable to the Client (except in the case of fraud) for any consequential, indirect, special, incidental, punitive or exemplary loss, liability or cost which the Client may suffer or incur arising out of Company’s acts or omissions under this Agreement, howsoever the loss, liability or cost is caused and regardless of whether it was foreseeable or not. For the purpose of this paragraph, the expression “consequential loss, liability or cost” includes any loss, liability or cost arising from Client being unable to sell Financial Instruments where the price is falling, or from not being able to purchase Financial Instruments where the price is rising, or from being unable to enter into or complete another transaction which requires the Client to have disposed of or purchased the Financial Instruments or any other loss arising as a result of loss of business, profits, goodwill or data and any indirect, special, incidental, consequential, punitive or exemplary loss, liability or costs, whether arising from negligence, breach of contract or otherwise and whether foreseeable or not.
The Company shall not be liable for any economic loss or loss of opportunity as a result of which the value of the Client’s Financial Instruments might have increased or for any reduction (however great) in the value of the Client’s Financial Instruments, unless to the extent that such loss or reduction is directly due to deliberate omission or fraud by the Company.
The Company shall not be held liable for any loss which is or which may be the result of deceit in relation to the facts or mistaken judgment or any act done or which the Company has omitted to do, whenever it arose, unless to the extent that such deceit or act or omission is due directly to deliberate omission or fraud by the Company.
The Company shall not be held liable in relation to any omission, negligence, deliberate omission, fraud, or default of the bank where the Bank Clients’ Account is maintained.
The Client warrants and represents that he/she shall indemnify the Company and maintain it so indemnified against any claim, damage, liability, costs or expenses of any third party and/or which may be satisfied by the Company and which may arise in relation to this Agreement and/or in relation to the provision of the Investment Services and/or in relation to the disposal of the Client’s Financial Instruments and/or in relation to the non-fulfilment of any of the Client’s statements and/or Orders and/or instructions contained in this Agreement.
The Company will not be liable for any loss or expense incurred by the Client in connection with, or directly or indirectly arising from any error, delay or failure in the operation of the Trading Platform notwithstanding if the Transaction(s) originated from the client terminal.
In the event of the death or mental incapacity of the Client, the Company will have no responsibility or liability whatsoever in respect of the actions or omissions or fraud of the authorised third party in relation to the Client’s Trading Account and/or Money and the Company will stop accepting Requests, Instruction or other communications given from the account of the Client upon receipt of notice of the death or mental incapacity of the Client.
Nothing in this Agreement excludes or limits Company’s liability if any such exclusion or limitation is prohibited by law.
On a continuing basis the Client shall indemnify the Company against any loss, liability and cost which the Company may suffer or incur under the provision of the services of this Agreement, including but not limited, (i) as a result of acting on any instruction which the Company reasonably believes to have been approved by the Client or given on Client’s behalf, or (ii) as a result of Client’s breach of any material provision of this Agreement. In addition, the Company is indemnified of all consequences of any private arrangements between Clients and/or between Client(s) and Introducer(s).