2. The Subject of the Agreement2.1. The subject of this Agreement is general conditions and order of trade on margin with currencies and other financial instruments between the Company and the Client on international markets.
2.2. Trades under this Agreement do not imply physical delivery of traded currencies. Physical delivery of currencies is replaced with clearing.
2.3. The Company services the Client in the “fulfill only” mode. This means that the Client makes all decisions by himself and the Company is not obliged to advise him/her on trades.
2.4. While signing this Agreement, the Company opens a multicurrency trading account in the Client’s name. The Client's account number is the same as the number of this Agreement.
3. Basic NotionsUnless otherwise specified in the Agreement, the following definitions of the basic notions apply:
3.1. “Currency” means hard currencies, precious metals, and other financial instruments with respect to which the Company supplies services on international markets under this Agreement.
3.2. “Trade on margin” means trade with currencies without physical delivery and by depositing a margin for covering possible losses. The margin amount may be tenfold lower than the trade sum.
3.3. “Trade” means agreements between the Client and the Company on currency exchange at an agreed exchange rate for an agreed value date.
3.4. “Quote” is an exchange rate between two currencies established by the Company for a current moment. The quote is composed of a buying rate and a selling rate; the differential between the two rates is referred to as spread.
3.5. “Equity” (also “Current equity”) is the Client’s current balance in dollars which would be obtained after closing all positions and converting all currency balances into US dollars at current exchange rates.
3.6. “Free equity” is the equity part not involved in the covering of risks associated with the Client’s open positions.
3.7. “Standard amount” is the sum for which or above which the Company offers quotes with a minimum spread specified by the Trading Conditions.
3.8. “Value date” is the date of currency payment to the Party’s account. The Company offers the Client Spot currency trades with a value date which is normally two business days forward.
3.9. “Workday” is the workday of commercial banks in the payment country.
3.10. “Open position” is a mismatch of requirements and obligations of the Client to the Company in some currency.
3.11. “Total open position” is the sum of all open positions of the Client expressed in US dollars.
3.12. “Maximum open position” is the admissible maximum of the Client’s total open position.
3.13. “To close a position” means to execute a trade for the open position amount counter to the open position.
3.14. “Rollover” means closing an available open position for a certain value date and simultaneous opening of the same position for the next value date by means of “Swap Tom-Next” transactions at prices reflecting the differential of interest rates between currencies.
3.15. “Leverage” (also “Position opening leverage”) is the coefficient indicating by how many times the Client’s total open position may exceed the Client’s equity at the position opening moment.
3.16. “Required margin level” is the value opposite to the leverage, expressed in percentage.
3.17. “Current margin level” is the ratio of the equity to the Client’s total open position for a current moment, expressed in percentage.
3.18. “Minimum margin level” is the admissible minimum of a current margin level established by the Company.
3.19. “Stop and Limit orders” are Client’s orders for executing a trade upon reaching a specified rate level.
3.20. “Company’s software” is the Company’s web-server and programs installed on the Client’s computer and designed for remote control of the Client’s account, in particular, for executing trades, as well as for obtaining information on the condition of international financial markets.
3.21. “Trading Conditions” are rules and procedures which specify the trading conditions and technologies, the list of traded instruments, spreads, interest rates, tariffs and other working conditions, which make the integral part of this Agreement and are placed on the Company’s web-server.
4. Rights and Liabilities of the Parties4.1. The Company shall provide the Client with quotes and shall trade with the Client at his/her request in accordance with this Agreement and the Trading Conditions.
4.2. The Company shall secure the safety of the Client’s equity and its timely return. Transfer shall be made not later than the second workday of receiving a corresponding order and payment instructions from the Client.
4.3. The Company shall keep the Client’s operations secret.
4.4. The Company shall provide the Client with the Company’s software and ensure its proper operation.
4.5. The Company shall immediately suspend operations with respect to the Client’s account upon receipt of a message from the Client about the loss of control over the software, passwords or electronic signature.
4.6. The Client shall not make any modifications in the Company’s software and shall use it in severe conformity with the Company’s instructions.
4.7. The Client shall timely and regularly (provided open positions are available at least once a day) read through the statement of account and operation log using the Company’s software. The Client shall be deemed duly notified upon independently receiving of information on trades by using the Company’s software.
4.8. The Client shall thoroughly check an order for correctness prior to filing it with the Company.
4.9. Upon receipt by one of the Parties of a notification about cancellation of this Agreement by the other Party, the Client undertakes to close all open positions within fifteen days and to provide banking details for transfer of the remaining balance and the Company undertakes to transfer the Client’s funds to the indicated banking account and to close the Client’s account not later than the second workday of receiving the payment instructions.
4.10. Refund for the full amount can be made in case of closure of the Client's account during 7 business days from opening and initial funding provided that no trades were executed by the Client. In all other cases standard withdrawal procedure is used and commission is charged according to the Trading Conditions.
4.11. The Parties shall keep confidential the terms of the Agreement as well as any other information and data disclosed by each of the Parties under the Agreement.
4.12. In accordance with the Trading Conditions, the Client has the right to open positions not exceeding the admissible maximum of the total open position.
4.13. The Client has the right to reduce the equity for the sum of free equity or to fully withdraw his/her equity in the absence of open positions.
4.14. The Company has the right to independently charge off sums due to the Company for services from the Client’s account in accordance with the Trading Conditions.
4.15. The Company has the right to unilaterally close all or part of the Client’s positions at current rates if the current level of the margin has reached the minimum margin level established by the Company.
4.16. The Company has the right to unilaterally make modifications in the software, operation procedure and Trading Conditions and undertakes to inform the Client about all major modifications two days before such modifications come into operation.
4.17. The Parties shall timely inform each other about changes in contact information or about other circumstances which could affect the execution of the Agreement.
5. General Terms5.1. To perform operations specified by this Agreement, the Company shall provide the Client with software for exchange of information necessary for trading.
5.2. The Client has tested the Company’s software in the “virtual trading” mode and considers it acceptable for the performance of the Agreement.
5.3. The Parties accept the agreements and trades executed by means of electronic or telephone communication or over internet as legally valid and binding upon both of them.
5.5. The Client is the sole owner of the account opened in the Client’s name and of the equities on this account and will be the sole beneficiary of any funds purchased or sold under this Agreement.
5.6. The Company acts as a principal in all trades between the Client and the Company but not as an agent acting on behalf of the Client.
5.7. To ensure operations under this Agreement, the Client places a deposit on his/her account with the Company which serves as a margin for covering of possible losses.
6. Trading Procedure6.1. Under this Agreement, the Company and the Client execute trades by using the Company’s software or telephone communication or electronic communication or internet.
6.2. The trading procedure includes the following stages – requesting a quote by the Client, offering a quote by the Company, making an order (buying or selling) by the Client, confirming the trade by the Company.
6.3. A trade is deemed executed upon receipt by the Company of the Client’s order for executing the trade in accordance with a quote offered by the Company.
6.4. When executing a trade, the Client negotiates with the Company about the following trading conditions – currency and counter currency; the trade sum in currency or counter currency; the trade rate; the trade direction (buying or selling).
6.5. The Client executes a trade at the Company’s rate. The Company establishes the rate on the basis of a current interbank rate.
6.6. Depending on the trade amount and market conditions, the spread offered by the Company may be increased without notification as against the one indicated in the Trading Conditions.
6.7. The Client may trade by placing Stop and Limit orders. The Company executes the Client’s orders when the Company’s quotes for standard amounts reach the value indicated in the order. At rapid movements of the market, the execution rate of Stop orders may sometimes differ from the rate indicated in the order to the disfavor of the Client.
6.8. If the sum indicated in a Stop or Limit order is below the standard amount, the order execution rate will correspond to the quote which the Client would receive at that moment for that amount and currency.
6.9. Each open position of the Client should be subsequently closed. The Client’s positions not closed by the end of the day are automatically rolled forward by the Company to the next value date by means of Rollover deals.
6.10. The total of day’s trades is determined by the clearing of the Parties with respect to executed trades in each currency.
6.11. Interests on the currency balances are added at a positive balance in a corresponding currency and deducted at a negative balance. The Company establishes interest rates on the basis of interbank rates.
6.12. By using the Company’s software, the Client receives a statement with the indication of the input balance, data on each trade, and output balance of the period.
6.13. If there is some claim with respect to a trade, the Client has the right to raise such a claim immediately after receiving the statement, but not later than 2 days of making a deal, otherwise the Client is deemed to have accepted the statement results.
7. Liabilities of the Parties7.1. In case of delay of payment under this Agreement or the Trading Conditions, the guilty Party shall pay a penalty of 0.1% of the deal sum for each day of delay. The penalty shall be paid in the currency of the payment on which the penalty is charged.
7.2. The maximum property accountability of the Company and the Client for the breach of this Agreement cannot exceed the Client’s equity.
7.3. Force majeure circumstances preventing the Company from exercising its rights and discharge of its duties under the Agreement, including natural hazards, technological catastrophes, fires, riots, strikes, military operations, illegal acts of third persons, are legal excuses for the Company.
7.4. The Company shall not incur liability if the Client is unable to contact the Company for executing a trade due to the troubles in the operation of communication facilities used by Client.
7.5. The Company shall not incur liability if the Client provided wrong banking details for money transfer from his account or executed a trade by error.
7.6. The Client shall make all decisions on a deal at his/her own risk. The Company shall not be liable for any decisions (or consequences of such decisions) made by the Client.
7.7. When trading, the Client is aware of all risks associated with trading over internet and takes all responsibility for unauthorized access to his account gained through use of his computer or password.
7.8. The Company may advise the Client orally or in writing. The Company will do its best to provide adequate recommendations and information but the Company does not take responsibility for expenses, complaints, costs and losses incurred by the Client as a result of such recommendations or information.
8. Miscellaneous8.1. If the Client was not authorized by a legal entity at the moment of signing this Agreement, he as a natural person shall take all responsibility for the execution of this Agreement.
8.2. This Agreement is concluded for an unlimited period of time and may be canceled by any of the Parties by sending a respective notification to the other Party. The Agreement shall be deemed canceled after the settlement of all claims of the Parties against each other, returning the remaining funds to the Client and closing his account with the Company.
8.3. All disputes and differences arising in connection with or resulting from this Agreement shall be settled by the Parties by means of negotiation. In case of impossibility to settle disputes amicably, they shall be considered by the International Commercial Tribunal of Arbitration (Stockholm) the jurisdiction of which is recognized obligatory by the Parties.
9. Signatures of Authorized Persons