The Client Agreement
1.1. This Client Agreement (hereinafter referred to as "the Agreement") is drawn up by 500 TotalCap LTD (hereinafter referred to as "the Company") on the one hand, and by the Client (private person or legal entity) that has been accepted by the Сompany as the Сlient (hereinafter referred to as "the Client"), on the other hand, together referred to as "Parties".
1.2. The Company is registered with the registration number51570625 059 832. Registered address of the Company 66 Court Street, 5th Floor, Hamilton HM 11, Bermuda
1.3. This Client Agreement, all the annexes to the current edition, taking into account modifications and additions, set up the terms for the provision of services to the Client by the Company. It is recommended to the Client to read these documents carefully and to ensure that the Client fully understands and accepts the terms and conditions set forth in this Agreement and its annexes.
1.4. This Agreement has binding force for its participants and acts in the interests of the parties, as well as their permitted successors.
1.5. If the Client is a private person, the Client hereby declares that:
1.5.1. The Client has the capacity to participate in investment activities in accordance with the applicable legislation, is of sound mind and is able to make decisions regarding his actions.
1.5.2. He acts as principal, not as an agent or representative, or depository, or trustee on behalf of a third party.
1.5.3. The information provided by the Client to the Company in the application for opening a Client account and all subsequent information is true, accurate and complete, and the documents submitted by the Client are valid and correct.
1.5.4. He has read and fully understands the terms of this Agreement.
1.5.5. The Client's funds used for trading are not incomes obtained directly or indirectly from illegal activities, and are not used or intended to terrorism financing.
1.5.6. The Client is not a politically significant person and has no relationship with the person occupying a significant social status in the last twelve months.
If during the work with the Company the Client becomes a politically significant person, the Client is obliged to notify the Company.
1.5.7. The Client is aware of the risks of margin trading and is fully aware of them.
1.5.8. The Client agrees to provide information through the website or e-mail.
2. Commencement of the Agreement
2.1. After the Client has filled in the application for opening a trading account for the purpose of executing trading operations on the OTC market, and provided all necessary documents, the Company carries out internal check in order to accept the person as the Client or to reject his application for opening a trading account.
2.2. The Company reserves the right to request additional documents of the Client.
2.3. The Agreement comes into effect from the moment of the Company's acceptance as a Client.
3.1. In order to provide services to the Client, the Company has the right to request information from the Client or potential client regarding his knowledge and experience in the investment area related to a particular type of services or financial instrument, which will allow the Company to assess whether a service or financial instrument is suitable for the Client.
3.2. The evaluation of suitability of a particular financial instrument or service is a right and not an obligation of the Company and the Company carries out such evaluation at its sole discretion.
Advices and recommendations
4.1. The Company does not advise the Client of the advantages of a particular order and does not provide any investment advices, and hereby the Client confirms that he is aware that the services of the Company do not include the provision of advices.
4.2. The Client, as the sole owner of the account, makes independent investment decisions based on his own opinion and bears sole responsibility for any results on his trading account.
4.3 The Company is not responsible for providing any legal, fiscal or other advice to the Client. At the will, the Client can apply for an independent consultation before concluding the transaction.
4.4 The Company may, in particular cases at its sole discretion, provide the Client with news, comments or other information for information purposes, nevertheless:
4.4.1 Company is not responsible for this information.
4.4.2 The Company does not provide any guarantees regarding the accuracy, correctness and completeness of such information, as well as the fiscal or legal consequences of any transaction.
4.4.3 Such information is not an investment advice, recommendation or advertising.
4.5 Market comments, news or any other information provided by the Company may be changed and deleted at any time without prior notice.
5. License and Platform provision
5.1 The Company provides the Client with a limited non-transferable, nonexclusive and subject to recovery license of personal use for the Platform (platforms) usage (including the use of the web site and any relevant downloadable software available at a given time), solely for personal use in order to place orders on a particular financial instrument according to the conditions of the Client Agreements. If the Agreement is terminated for any reason, the license will be automatically cancelled and the Client may not be able to use the platform software.
5.2 If the Platform includes any third party software, its use shall also be regulated by the terms of this Agreement. The Client must comply with the terms of third party software license that the Company may provide if required.
5.3 All rights for the platform are the property of the Company.
5.4 The Company has the right to close the Platform(s) for maintenance at any time without prior notice to the Client. In this case, the Platform (platform) will be unavailable for its use.
5.5 If necessary, acting on legitimate reasons, the Company has the right to add, modify or remove any of the Platforms or parts of it.
5.6 The Company does not guarantee that:
5.6.1The Platform will be available for operation at any time on a continuous uninterrupted basis.
5.6.2 The Platform contains no errors or defects;
5.6.3 The Platform does not contain viruses or other objects with contaminating or destructive characteristics.
5.7 The Company is not responsible for failures, delays or connection problems when using the Platform (platforms).
6. Intellectual Property
6.1. The Platform (platforms), all copyrights, trademarks, patents, service marks, brand names, program code, icons, logos, symbols, designs, commercial secrets, buttons, color scheme, graphics and data names are the sole and exclusive intellectual property of the Company or third parties and is protected by national and international intellectual property laws and conventions. The present Agreement does not grant property rights for the Platform (s) to the Client, but only the right to use the Platform (s) according to the terms of this Agreement. Nothing in this agreement constitutes a waiver of the Company's intellectual property rights.
6.2. The Client shall not hide or remove copyright notices, trademarks or any other notices and marks of the intellectual property of the Company, the website, or the Platform (s).
6.3. The Client is permitted to store and print the information provided to him through the Company's website or Platform (platforms), including documents, policies, texts, graphics, video, audio and logos. However, the Client has no right to modify, publish, transfer to third party, distribute or reproduce this information in any format in whole or in part without the written consent of the Company.
7. Platform usage
7.1. The Client gives his consent to the fact that he:
7.1.1. Uses the platform for legitimate purposes.
7.1.2. Will not use the Platform for any purpose other than the purposes for which it has been provided under this Agreement.
7.1.3. Responsible for all transactions carried out on his trading account.
7.1.4. Undertakes to sign out the system on the Platform after the shutdown, in order to prevent unauthorized access to his trading account.
7.2. The Client is strictly prohibited from any of the following actions on the Platform (platforms):
7.2.1. Use any software that applies artificial intelligence for Company systems and/or Platform (platforms) analysis.
7.2.2. Intercept, control, distort, or modify any messages that are not intended for the Сlient.
7.2.3. Use any type of spider, Virus, worm, Trojan Horse, time bombs, any other codes or commands that are designed to distort, remove, damage or split the Platform (platforms) or communication systems, or any other system of the Company.
7.2.4. Carry out any actions aimed at breach of the integrity of the computer system of the Company or Platform (platforms).
7.2.5. Carry out any actions for illegal or unauthorized access to the Platform (platforms).
7.2.6. Use the Platform (s) and/or obtain any advantages and/or benefits from the use of the platforms (s), knowing and/or reasonably believing that the platform (s) is functioning incorrectly.
7.3. The Client is responsible for ensuring the operation of the compatible equipment necessary for its access and use of the Platform (platforms).
7.4. The Client is obliged to protect the Company from transmission of computer viruses, malicious materials to the Platform (platform) from his personal computer, mobile phone, and tablet.
8.1. The Client undertakes not to disclose his access data to third parties.
8.2. The Client is obliged to notify the Company immediately, in case he knows or suspects that his access data or the number of his trading account has become or can be known to third parties. In this case, the Сompany will take measures to prevent further use of such access data and provide other data for subsequent Client access to the system.
8.3. The Client is obliged to contribute in any investigation of the Company concerning any incorrect use of the Client's access data.
8.4. The Client confirms that the Company is not responsible for unauthorized access of third parties who have access to the information, including electronic addresses, electronic communications, personal data and access data, during the data transfer between the Parties through the Internet or other communication networks, mail, telephone or any other electronic means of communication.
8.5. In case the Company reasonably believes that the access to the Client's trading account has been received or can be obtained by unauthorized persons, the Company at its discretion may close an access to his trading account.
9. Placing and execution of orders
9.1. The Client may place orders on the Company's Platform or through a telephone call using his access data provided by the Company for this purpose.
9.2. The Company has the right to execute the order in case it has been placed using the access data on the Platform (platforms) or by phone.
9.3. Orders given for execution by phone will be placed on the Platform by the Company.
9.4. The Company must make appropriate efforts to execute the order, but the Client hereby accepts that despite appropriate measures, the transfer or execution of the order may not always be carried out for reasons beyond the control of the Company.
9.5. The Client hereby acknowledges that the Company may, at its sole discretion, add, remove or suspend any financial instrument on the Platform as and when necessary.
9.6. Orders may be placed within the normal trading hours of the Company, on its Platform and/or on the website, with modifications amended to the relevant point in time.
10. Restriction of Client's orders
10.1. Without limiting the effect of other provisions of this Agreement, the Company has the right, at any time and at its discretion, without notification to the Client, to limit his trading by cancelling orders, rejecting the transfer or executing any of his orders, and the Client waives to claim any claims against the Company in the following cases:
10.1.1. Defects of internet connection or communication lines.
10.1.2. The court order, the requirement of regulatory or supervisory authorities of the applicable jurisdiction.
10.1.3. Doubts about the legality or authenticity of the order.
10.1.4. Force majeure.
10.1.5. Non-fulfillment of obligations by the Client.
10.1.6. Termination of this agreement.
10.1.7. Trading restrictions
10.1.8. Abnormal market conditions.
10.1.9. The Сlient does not have enough funds on his balance to execute a specific order.
11. Default of obligations
11.1. Any of the following events is a "Default of obligations" case:
11.1.1. Customer's refusal to fulfill any obligations to the Company.
11.1.2. The Сlient, for any reason, refuses to pay the debt at the maturity date.
11.1.3. When the information provided by the Сlient of the Сompany is or becomes false.
11.1.4. In the event of the death of the Сlient, the announcement of his missing, as well as in case the Сlient acquires mental affection (if the Client is a private individual).
11.1.5. In any other circumstance where the Company reasonably considers that it is necessary or desirable to take the measures mentioned in the provisions of clause 11.2.
11.1.6. The competent regulatory authority or court shall require the performance of the action set out in clause 11.2.
11.1.7. The Company has a reason to believe that the Client involves the Company in any type of fraud, illegal activity or violation of existing regulations, or the Company risks being involved in any kind of fraud, illegal Activity or breach of the existing normative acts, when providing services to the Client, even if it is not directly related the Client's actions.
11.1.8. The Company has reasons to believe that the Client violates the rules of applicable legislations.
11.1.9. If the Company suspects that the Сlient is involved in activities on money laundering, terrorism financing, card fraud or other types of criminal activity.
11.1.10. The Сompany has reason to believe that the Сlient applies non-normative trading methods such as, among other things, "scissors", scalping, pip-hunting, placing a stop order for a sales position or purchase position before the issue of financial data, arbitration, manipulation, etc.
11.1.11. The Company has reasons to believe that the Client has opened a trading account by deceptive means.
11.1.12. The Company has reason to believe that the Client has forged or used a stolen card to deposit into his trading account.
11.1.13. The Company knows and/or suspects that by placing the order, the Сlient knew and/or believed that the order would be executed or was executed at the price of OTC market. Such a decision regarding a particular order shall be taken at the discretion of the Company.
11.2. In the event of default of the obligations, the Company has the right, at its discretion, without prior notice:
11.2.1. Terminate this Agreement immediately.
11.2.2. Cancel open positions.
11.2.3. Prohibit an access to the Platform (platforms) on a temporary or permanent basis, as well as suspend or prohibit any actions on the Platform (platforms).
11.2.4. Refuse the Client to transfer or execute the Client's order.
11.2.5. Restrict trading of the Client.
11.2.6. In the case of fraud or according to the instruction of the law enforcement agencies of the relevant jurisdiction to return the funds to their rightful owner.
11.2.7. To suspend or cancel the profit obtained as a result of illegal trading operations, indicated in the clause 11.1 or applying artificial intelligence on the client's trading account.
11.2.8. To file a claim for compensation of damages suffered by the Company.
12. Trading accounts, deposits and withdrawals from the account.
12.1. Information about different types of accounts offered by the Company to the Client, as well as the characteristics of trading accounts are stated on the web site and can be changed at the discretion of the Company without prior notice.
12.2. The Client's trading account is activated after the Client has made an amount equal to or greater than the minimum initial deposit set by the Company for a particular type of trading account.
12.3. The Client may replenish his trading account at any time during the term of this Agreement. Detailed information about the method of recharging an account is provided on the website.
12.4. The Company has the right to request documentation from the Client in order to confirm the source of funds deposited in the client's trading account. The Company has the right to reject the Client's deposit if the Company is not sure of the legality of the source of funds.
12.5. If the funds sent by the Client are not credited to his trading account within a reasonable time, the Client is obliged to inform the Company in order to track the transaction. The Client hereby confirms that he undertakes to provide the Company with the documents necessary for the transaction tracking.
12.6. The Company shall withdraw the Client's funds upon receipt of the relevant request from the Client, according to the method set by the Company at the appropriate time if the following requirements are met:
12.6.1. A request for withdrawal includes all the necessary information.
12.6.2. The funds withdrawal is requested to the account from which the transfer has been made (bank account, payment system account, etc.) and from which money was initially credited to the Client's trading account in the amount not exceeding the deposit amount; In case of withdrawal of the amount exceeding the deposit amount, the funds are transferred to the account belonging to the Client.
12.6.3. At the moment of payment, the Client's balance exceeds the amount specified in the withdrawal request, including all commissions.
12.6.4. Lack of circumstances that prevent the Company from withdrawing funds.
12.6.5. Available funds on the Client's trading account are sufficient for the withdrawal of the requested amount.
12.6.6. The absence of circumstances preventing the withdrawal of funds at a particular time, including the circumstances mentioned in the clause 11 of this Agreement.
12.7. The Company does not accept anonymous payments or payments to the Client's trading account made by third parties and does not transfer funds from the Client's trading account to a third party or to an anonymous account.
12.8. The Company reserves the right to reject the request for withdrawal of the Client's funds if he requests a specific method of transfer and has the right to offer an alternative method of transfer.
12.9. The Client is responsible for all fees for funds transfer, as well as payment of commissions of third parties, and the Company carries out the recovery of these costs from the corresponding Client account.
12.10. The Client may request an internal transfer of funds to another trading account of the Client in the Company.
12.11. The Company is not responsible for errors through no fault of the Company, when conducting funds transfer.
13. Inactive and Dormant accounts
13.1. If the Client's account is inactive during one month or more, a monthly fee of 75 EUR may be charged for its maintenance.
14.1. The official language of the company is English; therefore, the Client should contact the main website for clarification of information about the Company and its activities. In case of doubt as to the content of the document, the English text will prevail.
14.2. All disputes and disagreements not settled by peaceful means shall be subject to consideration in the Court of Australia, regardless of the provisions of conflict of laws.
14.3. The applicable law is the Law of Australia.
15. Amendments to the Agreement
15.1. The Сompany can upgrade the Сlient's account, reorganize the type of the Client's account, update or replace the Platform, expand the range of services provided to the Client, if the Company has reasonable grounds to believe that this action is made in favor of the Clients.
15.2. The Company emendates this Agreement by posting them on the Company's website.
15.3. The Company has the right to review its expenses, fees and commissions. Such modifications are published on the Platform and/or the website, and the Client is responsible for regular revising of updates on a regular basis.
16. Expiry of the Agreement
16.1. Without limiting the rights of the Company in accordance with this Agreement, one Party shall provide written notice to the other party at least 15 business days prior to the termination of this Agreement.
16.2. Termination of this Agreement by any Party shall not affect the existing obligations as well as any rights and obligations that have already arisen from this agreement.
16.3. Upon termination of this Agreement, all amounts payable by the Client to the Company are due to be paid.
16.4. Once the notification of termination of this Agreement is sent and until the date of termination of this Agreement:
16.4.1. The Client must close all of his open positions. Otherwise, the Company has the right to close his open positions.
16.4.2. The Company has the right to terminate the Client's access to the Platform (platforms) or may limit its right to use the Platform (platforms).
16.4.3. The Company has the right to reject new orders of the Client.
16.4.4. The Company has the right to refuse the Client to withdraw funds from his account and reserves the right to hold the Client's funds if it is necessary in order to close open positions of the Client and/or if the Client has to make any payments according to this Agreement.
16.5. In the absence of illegal activity signs, supposed illegal activity, fraud of the Client or receiving of respective instructions from the relevant authorities, if the Client's account has a positive balance, the Company (after holding the amounts that the Company deems necessary for the fulfillment of the Client's obligations) pays the available amount to the Client according to the provisions of the clause 12 of this Agreement.
17. Force Majeure
17.1. Force majeure, among other things, includes the following events:
17.1.1. The actions of the Government, the start of war or military operation, the threat of war, acts of terrorism, state of national emergence, rebellions, civil strife, sabotage, requisition or any other international catastrophe, economic or political crisis.
17.1.2. Natural cataclysm, earthquake, tsunami, hurricane, typhoon, accident, storm, flood, fire, epidemic, other natural disaster or force majeure, which makes it impossible to provide services by the Company.
17.3. Labor disputes and lockout that affect the functioning of the Company;
17.4. Suspension of trades in the market, liquidation or closure of any market, fixing of minimum or maximum trade prices in the market, conclusions of state authorities, regulatory bodies of organizations, decisions of governing bodies.
17.5. A moratorium on financial services declared by the relevant regulatory authorities or any other legal acts or regulations of regulatory, governmental, control and supervisory authorities.
17.6. Destruction, failure or malfunction of any electronic, network and communication lines.
17.7. The commencement of excessive traffic in the level of any transaction and/or underlying asset, or market, or in case if the Company expects the occurrence of such movement.
17.2. If the Company believes that there is a circumstance of force majeure (without limiting any other rights stipulated by the Agreement), the Company may take the following actions without prior notice:
17.2.1. To take or not to take actions, which at the discretion of the Company are appropriate in given circumstances for the Company, the Client and other clients.
17.2.2. Deactivate the Platform (platforms) in case of malfunction or in order to avoid damages.
17.2.3. Cancel orders of the Client.
17.2.4. Reject execution of the Client's orders.
17.2.5. Suspend the Client's trading account.
17.2.6. Increase margin requirements without prior notice.
17.2.7. Close open positions at certain prices when the Company considers appropriate.
17.2.8. Increase spreads.
17.2.9. Change the size of the leverage.
17.2.10. Change the stop-out level.
17.3. The Company shall not be liable for any loss or damage resulting from any refusal, suspension or delay in the performance of its obligations under this Agreement if such failure, interruption or delay that arose out the circumstances of force majeure.
18. Limitation of liability and damages compensation
18.1. The Company shall not be liable for any damages, costs, expenses or damages incurred by the Client due to inaccuracy or error in the information provided.
18.2. The Сompany is not liable for any damages, losses, or expenses incurred by the Client, which are directly or indirectly related, among other things, to the following situations, such as error, disconnection, interruption or failure of the platform (platforms), or any delay in operation of the Client terminal, any technical problems, system malfunctions, as well as abnormal market conditions, actions, omissions or negligence of a third party.
18.3. The Company shall not be liable to the Client for any side, additional, incidental or indirect damages, loss of profits, lost opportunities (including market movements), expenses or costs that the Client may incur in connection with the Agreement, provision of services or the usage of the Platform (platform).
19. Owners of the joint account
19.1. If the concept "Client" consists of two or more co-beneficiaries, such trading account is joint and their responsibility under this Agreement is solidary.
19.2. Warnings and other notifications sent to one co-beneficiary of the trading account shall be deemed to be sent to all co-beneficiaries forming the concept "Client".
19.3. Orders placed by one of the co-beneficiaries of the trading account are considered to be directed by all co-beneficiaries forming the concept of the "Client".
19.4. In case of death or incapacity of one of the co-beneficiaries of the trading account, forming the concept of "Client", all rights and obligations, rising from this agreement and its annexes, shall pass to the surviving co-beneficiaries of the trading account.
20. Currency conversion
20.1. If the Client deposits the funds in a currency other than the currency of the Client's account, the Company shall not be responsible for any loss or damage incurred by the Client as a result of fluctuations of currency exchange rate.