FOR THE CONCLUSION OF THE AGREEMENT ON THE PROVISION OF BROKERAGE SERVICES
- GENERAL PROVISIONS AND PROCEDURE FOR CONCLUSION OF THE CONTRACT
1.1. This public offer is available on the web-site FXLIVECAPITAL.COM and is a public offer to conclude a brokerage service agreement (hereinafter referred to as the “Agreement”) and describes the current terms and conditions for brokerage services provided by FXLIVECAPITAL LLC, a company incorporated under the laws of Saint Vincent and the Grenadines, with company number 884 LLC, Address: Suite 305 Griffith Corporate Centre, Beachmont, Kingstown, St. Vincent and the Grenadines (hereinafter referred to as the “Company”) to its clients.
1.2. The Client of the Company is any legal entity or individual who has accepted the terms of this public offer (hereinafter referred to as the “Client”). The acceptance of the terms of the public offer is made by filling in the registration form for opening of the Trading account with the Company, and ticking the box “I agree with the terms of the public offer and its annexes”.
1.3. The subject of this Agreement is the provision to the Client of the services listed in section 2 of this Agreement.
1.4. Terms and definitions that are found in the text of this Agreement has the next meaning:
“Site” is the website of the Company FXLIVECAPITAL LLC.
“Personal Cabinet” means the individual space of the Client on the Company’s Site, access to which is opened after the Customer’s identification through the introduction of a unique login and password. Through the Personal Cabinet, the Client’s Trading accounts are maintained, the register of transactions is maintained, and the Client’s information support is maintained.
“Trading account” is a unique personalized register of Trading transactions in the Trading Platform, which reflects, open positions, closed positions, non-trading operations (such as operations to deposit funds into the Trading account or withdraw funds from the Trading account).
“Trading platform” is a set of software and hardware that provides information on real-time trading in financial markets, conducts trading operations, records mutual obligations between the Client and the Company, and observes terms and conditions.
“Trading transaction” is a transaction for the purchase or sale of a Financial Instrument.
“Financial instrument” means the ability to trade on the difference between spot exchange rates of foreign exchange or another type of underlying asset, or another Financial instrument of this kind.
- COMPANY SERVICES
2.1. The Company provides the following services to the Client:
2.1.1. Conducting conversion-arbitrage Trading transactions without direct delivery of the underlying asset, using Financial Instruments. Each Financial Instrument with which the Client commits a Trading Transaction shall be deemed settlement. Settlements on Trade transactions between the Company and the Client do not imply the physical delivery of the currency or asset declared in the Financial Instrument (contract).
2.1.2. Creation and maintenance of the Client’s account, namely:
– creation of a Personal cabinet for the Client;
– assignment to the Client of unique access codes, which unambiguously separate the client’s funds from other funds of the Company and other clients. The company guarantees the security of access codes in secret;
– the Company’s consent to accept to its account the Client’s funds for transactions with Financial Instruments on behalf of the Client;
– opening of Trading accounts;
– crediting and withdrawing the Client’s available funds to the Trading account and from the Trading account of the Client in accordance with the Client’s orders and the Company’s current rules;
– withdrawal and accrual of relevant commission payments, bank interest and other charges, and write-offs of funds from the Trading account or to the Trading account of the Client in accordance with the Company’s current trading conditions;
– implementation of informational and technical support of the Client;
– collection and processing of the Client’s data, conducting Client identification procedures;
– provision of specialized software intended for the transmission of analytical signals;
– provision of the Client with software necessary for the performance of trading operations, as well as by analyzing the market situation through the Internet;
– any intermediary activity of the Company in the execution of Client’s Trading orders for the purchase or sale of Financial Instruments where possible;
– accounting, recording and execution of the Client’s instructions through any third party principal and / or at the expense of the Company itself.
2.2. The Company provides services to the Client exclusively through the Internet. Other means of communication can be used if the Company deems it necessary. The company is not responsible for the inability to provide services in the event of problems with connecting to the Internet.
2.3. The Company provides to the Client an access to its trading history for any period of time. Access to the trading history is carried out by the Client independently, through the trading platform.
2.4. The Company, as well as employees of the Company and its representative offices or branches, do not provide the Client with any advice regarding legislation, taxation or accounting, as well as advice on the appropriateness or profitability of any transaction. With respect to the Client’s trading operations, the Company only ensures the transfer of Client’s Trading Orders, does not provide trast management services, and does not provide any recommendations.
- COMMISSIONS AND CURRENT MARKET PRICES
3.1. The company publishes the size of all current commissions and costs, depending on the financial instruments chosen by the Client, in the Personal Cabinet.
3.2. The Company may change the amount of commissions / spreads / swaps and other costs without prior written notice to the Client.
3.3. The Company provides information service for obtaining current market prices for traded financial instruments.
3.4. The Client understands and agrees that in the event of the use of certain packages, the Client can use different liquidity providers and their products. In the case of a change of liquidity providers, the Client accepts the fact that all next trading operation may have other quotes than initially broadcast by the primary liquidity provider, can and/or will be implemented in the new environment of another liquidity provider. All positions that were opened before the entry into force of such changes, will be closed on the terms by which they were opened.
3.5. Each Client’s order to buy or sell a Financial instrument is not committed by the same operation equivalent amount in any market. The result (profit or loss) generated by the Company on the basis of netting, that is, by offsetting mutual claims and liabilities for all transactions of the Clients. Uncompensated position of the Company may be transferred to a third party principal, when necessary.
3.6. The Company accepts the national currency of payment of the Client in the converted equivalent in relation to the U.S. dollar by transfer through the instruments of banks and payment systems with subsequent conversion. This conversion is carried out under the terms of the Client’s selected an instruments in the Personal cabinet. The conversion rate for Client’s payments is published in the Personal cabinet or at the web-site of the Company.
3.6. The Company shall perform withdrawals of Client’s funds on the basis of market rate of national currency of the Client’s payments to the dollar equivalent of the US in relation to officially established by National Bank of the Client’s country for the currency of payment of the Client, but not higher than the official exchange rate of the currency of payment of the Client, set by the National Bank on the date of the first payment.
- RIGHTS AND OBLIGATIONS OF THE PARTIES
4.1. The Client is entitled to expect to receive the services described above in full size.
4.2. The Client may at any time require the return of funds within the available balance. In this case, the withdrawal is carried out in the manner and on the terms and conditions of this Agreement
4.3. The Client is entitled to an unlimited number of times to change the password assigned to him during registration, for the purpose of maintaining necessary degree of confidentiality.
4.4. The Client is obliged to provide accurate information about his own person at the registration of account and the conclusion of the Agreement, and also to provide documents, in accordance with the requirements of the Company.
4.5. The company has the right to close all or part of the open positions (contracts), if the ratio of the amount of the Client’s deposit and the current loss to the amount reserved under the current open positions of collateral (the level of funds) may pose a threat to the onset of a situation where the ratio of the amount of the deposit and the current loss to the amount reserved for current open lien position (level of funds), becomes equal to or less than the company level (stop out). Current interest rate at which the Company may apply this provision is published on the Company’s website.
4.6. The Company reserves the right to refuse in service in case of violation of Client’s obligations or the rules of the Company. The Company has the right to take any action to prevent the actions of the Client of a malicious nature, the Company is entitled to claim compensation of costs or losses incurred by the Client in their proper justification, or the Company may refuse in service without any explanation – in this case the right to compensation of costs is lost.
4.7. In order to protect the interests of the Company’s clients, the legislation governing the activities of financial institutions, the fight against money laundering, the fight against terrorism, prevention of fraudulent activities and protection the Company’s interests, the Company may in case of identification of suspicious transactions, not trading operations or operations that violate the terms of this Agreement, require additional information and \ or documentation from the Client about the essence and nature of his actions, not to take instructions and requirements of the Client orders until the end of the investigation procedure; and laos the Company may refuse to comply with the terms of this Agreement before the end of the inquiry procedure.
4.8. No article of this Ageement cannot be a basis for civil liability of Company for failure to perform obligations under this Agreement.
4.9. The company has the right to block the Personal cabinet, and/or attached trading accounts of the Client in the following events:
– if the Company determines that a Client’s personal information is untrue;
– if the Company determines that the Client has taken actions (attempts) of unauthorized access to IT assets of the Company and receiving insider information of any type.
4.10. The Client is obliged to send the Company an e-mail from only one e-mail indicated at registration (letters registered at a single domain website and having different ends of the domain name are valid).
4.11. The Client acknowledges and agrees that the Company has no obligations to pay interest or guarantee payments corresponding to the level of inflation on the cash balance of the Client regardless of the time spent of funds in the accounts of the Client.
4.12. The Company does not accept any orders for payments from the Client’s account to third parties, unless otherwise is fixed by an additional agreement between the Company and the Client.
4.13. The Client agrees and fully accepts that the withdrawal of funds from his Trading account is made by the method and in the manner prescribed by the Company. The Company reserves the right to change the established order of withdrawal and regulate it according to current needs and forced circumstances, without the necessity to agree such needs and circumstances with the Client.
4.14. The Client is entitled to register only one Personal cabinet using his data. In case of registration of the second and farther personal cabinets all additional personal cabinets of the Client will be blocked with notification of the Client.
4.15. The Client is entitled to register only one Personal Cabinet using his data. In case of registration of the second and farther personal cabinets all additional personal cabinets of the Client will be blocked with notification of the Client.
4.16. The client understand that the Algorithmic HFT & Arbitrage is not allowed in the system and upon detection of such activity, the trading account will be disabled and the client will only receive the right to request the withdrawal of his initial deposit without the possibility of dispute.
- DURATION AND TERMINATION OF AGREEMENT
5.1. This Agreement comes into force from the moment the Client completes the registration form for opening a Trading Account and ticking the box “I agree with the terms of the public offer and its annexes”. The Agreement is valid for an indefinite period, until the termination of its operation by one of the Parties, in accordance with the terms of this Agreement.
5.2. Either party may terminate the present Agreement unilaterally, with notice to the other Party not less than 20 (twenty) working days before the intended date of termination. In addition, each of the Parties is obliged to fulfil the obligations arising before the date of termination of this Agreement.
5.3. The Company reserves the right, in the case of establishing the fact of gross violation of the terms of this Agreement, terminate the present Agreement with the notification of the Client about this fact.
5.4. In that case, if the Client at the time of termination of this Agreement in the trading account remain the funds, the withdrawal thereof shall be in accordance with this Agreement.
5.5. If any provision of this Agreement, or any part of any provision is recognised by a court of competent jurisdiction not enforceable, then such provision will be treated as a separate part of the Agreement and it will not affect the legal validity of the remaining parts of this Agreement.
5.6. The Company reserves the right to unilaterally, without disclosure of the reasons to block the account of Client at the time of the investigation or to terminate the agreement in the Agreement in General, if security service of Company will set one of the following facts: fraud, breach of Agreement in general, the application Client methods of trading that are a threat to the existence of the Company, both direct and indirect, including threat to any technical or economic aspects of its activities, including the creation of increased load on the server. However, the Company is obliged to fully refund the Client the initial deposit in accordance with the terms of this Agreement, if the Company has no damages.
- LIABILITY OF THE PARTIES
6.1. The Company shall be liable only for actual damage caused to the Client due to the fault of the Company, i.e. as a result of default of liabilities of the Company under this Agreement, while loss of Client benefit is not refundable. In all other cases the Client’s losses are the result of his actions or inactions.
6.2. In case of contact with the flow of non-market quotations, the display of incorrect data in your account, the account history or open positions, and the Company informs the Client by e-mail as a contact, or doing the message on website transaction of the Client as brought profit and losses are subject to cancellation or correlation with market conditions.
6.3. The Client shall be liable before the Company for losses incurred by Company due to Client’s fault, including for damage caused as a result of not providing (late submission) by the Client of any documents that the Company provided in this Agreement, and the relevant regulations. The Client is responsible for damage caused to the Company as a result of any misrepresentation contained in the provided Company documents to the Client.
6.4. The Company is not liable for Client’s losses, if such losses arose as a result of hacker attacks, incidents (failures) computer networks, power electric networks or telecommunication systems that are directly used to negotiate the conditions of foreign exchange transactions or providing other procedures of the Company that occurred through no fault of the Company.
6.5. The Company is not responsible for unauthorized use of Client’s identification data by third parties.
6.6. The Company is not responsible for the results of conversion, arbitrage transactions, decisions on which was accepted by the Client, on the basis of analytical materials provided by the Company. The Client is informed that foreign exchange and arbitrage transactions involve a risk of non-receipt of expected income and loss of part or the entire amount of money.
6.7. The Company always acts as principal in the relationship with the Client, except when the Client is informed otherwise by written notice by means of communication in accordance with the Agreement.
6.8. The present Agreement does not contain provisions excluding or restricting obligations, or obligations to the Client that the Company is not permitted to exclude or limit, in accordance with the legislation of the country of registration of the Company. In the event of a contradiction between this Agreement with the rights of the Client, legal rights of the country of registration of the Company shall prevail. The Company does not assume any additional obligations or fiduciary duties other than those stipulated in the provisions of the Agreement.
6.9. Source code, structure, algorithms and architectural organization of the software are protected by copyright, trade secret law, intellectual property, trademarks, patents and other rights. The Client has no right to carry out the actions directed on an indirect usage of the services of the Company on the subject, which is not consistent with the purposes of this Agreement (hereinafter called “unauthorized use”):
– use any errors of the software for profit;
– to copy, distribute, publish, decompile, retranslate, disassemble, modify or convert the software or make any attempt to gain access to the source code to create derivative works based on the source code of the software or otherwise distribute the paid product of the Company;
– to sell, assign, sublicense, transfer, distribute or provide the software for temporary use;
– provide access to the software of the Company to any third party through a computer network or otherwise;
– export the software in any country (whether by physical or electronic means) without the prior written consent of the Company;
– use the software in any way, snagging the Agreement or prohibited by applicable laws and regulations.
6.10. The Client is responsible for payment of all taxes (in his state or abroad) relating to or arising out of or in connection with the execution of the Agreement in accordance with applicable law or the existing practice of taxation with regard to their possible changes.
- PROCEDURE FOR CONSIDERATION OF CLAIMS AND DISPUTES
7.1. All disputes and disagreements between the Parties on the conclusion and settlement of transactions with Financial instruments and other actions provided for in this Agreement shall be resolved through negotiations, and, if the consent is not achieved, in a judicial manner, subject to the claims procedure for resolving disputes.
7.2. Claims are accepted only in writing to the Company’s e-mail address or through the message system in the Personal cabinet. Claims filed in a different manner (by phone, fax, etc.) are not accepted for consideration. The conditions for drawing up such a complaint are in accordance with the conditions for the preparation of the claim.
7.3. The claim must contain: the personal data (last name, first name and patronymic) of the Client, the number of the trading account, the date and time of the conflict situation (according to the system time of the trading terminal), tickets of all disputed positions and / or pending orders, description of the essence of the conflict of interests with due justification.
7.4. Claims are accepted for consideration by the Company within 5 (five) working days from the moment when the Client has learned or should have learned about the occurrence of a disputable situation. The delay in filing a claim is grounds for refusing to consider it. The total period for consideration of the claim is set at 5 (five) working days from the date of receipt of the last.
7.5. The Company reserves the right to block all or part of all operations on the accounts of the Client who filed a claim with the Company, until the dispute is resolved or until the parties reach an interim agreement.
- GUARANTEES OF THE CLIENT WHEN CONCLUDING THE AGREEMENT
8.1. By concluding this Agreement the Client guarantees the following:
– The Client acknowledges that the Company does not possess information about the procedure and possible restrictions when the Client performs operations that constitute the subject of this Agreement.
– The Client takes care of compliance with the requirements of the legislation of the country of his residence (residence) while carrying out the specified activity. The Company’s rights under this Agreement are additional to the rights established by the legislation of the country of incorporation of the Company.
– The Client carefully studied the contents of this Agreement. The Client is notified that in the event of disagreement with any clause (s) of the Agreement, the Client may refuse the services of the Company only before accepting the terms (acceptance) of the Agreement, that is, until the conclusion of the Agreement. From the moment of conclusion of the Agreement it is considered that the Client agrees with all the terms of the Agreement.
– The Client is informed, fully aware and agrees that the risk in the trading of financial instruments can be significant. The client is fully aware that he may lose part or all of the funds deposited on the Company’s account for an indefinite period of time. Therefore, the Client must independently control the level of risks (losses) in the trading account.
– The Client guarantees that it possesses the necessary legal capacity and legal capacity, as well as all the rights and powers necessary and sufficient for the conclusion of the Agreement, is not in a state of alcohol and / or narcotic intoxication, nor is he under the influence of delusion, deception, violence, threat.
– The Client is aware that in order to control possible losses, the Client needs to check the status of the trading account as often as possible, at least once a day, use “stop loss” (liquidation of loss-making positions when the market reaches a certain price), automatically limit losses for each separate transaction, and also regularly change the password to the trading account;
– The client is notified that the placement of security orders, such as an order for the liquidation of loss-making positions, will not necessarily limit the Client’s loss to the expected amount, if unfavorable conditions prevail on the market. For example, breaks in prices after the end of the trading session, world defaults and more;
– The Client understands and acknowledges that in case of a strong price movement on the market (including gap) it is not always possible to fulfill the Client’s Trading order at the desired price – this is especially true at times of global crises, terrorist acts, defaults and other events that have strong influence on the market;
– The Client understands and acknowledges that trading in financial instruments through the Internet is a high-tech service and the Company does not bear any responsibility for failures related to power outages, communication line failures, equipment providers, disconnection of quoting feeders and other technological risk-related malfunctions that aan take place;
– The Client independently ascertains and controls the issue of legality of the activities that constitute the subject of this Agreement, as well as the need to obtain licenses or other permits, according to the legislation of his country of residence;
– The Client also acknowledges and agrees that this section of the Agreement is not able to fully disclose all risks associated with the trading of financial instruments. In this regard, the Client should study the trading in financial instruments as much as possible before commencing trading activities;
– The Client is aware that marginal trading is a high-risk activity and it may lose some or all of the available funds in the account, therefore it is not recommended to use the funds necessary for a sufficient level of well-being for trade; The client should not start trading if he does not understand the basic principles of margin trading, or he does not understand how to use software for trading and monitoring of trading transactions. The risks are described in more detail in the “Risk Disclosure”, which is an integral part of this Agreement, and the Client confirms the fact of its familiarization with the described risks.
- AMENDMENTS AND ADDITIONS TO THE AGREEMENT AND ANNEXES TO IT
9.1. Amendments and additions to this Agreement, as well as attachments, are made by the Company unilaterally, such changes come into effect from the moment of publication of the public offer in a new edition on the Company’s website.
9.2. The Client must, at least once a week, independently or through authorized persons, contact the Company’s website for information about changes and / or additions made in this Agreement.
9.3. Any changes and additions to this Agreement from the moment of entry into force in compliance with the procedures of this section shall equally apply to all persons who have concluded the Agreement, including those who concluded the Agreement before the date of the entry into force of the amendments. In case of disagreement with the amendments or additions made to this Agreement by the Company, the Client has the right to submit a request for termination of the Agreement unilaterally within 3 (three) days from the date of entry into force of such amendments or additions.
- REGULATORY LEGISLATION AND JURISDICTION
10.1. This Agreement is governed by the by the laws of the Company’s jurisdiction, without regard to choice of law principles. All actions of the Company, including the provision of services under this Agreement, take place on the territory of the Company’s jurisdiction.
10.2. The place of provision of services is the place where the final actions necessary to provide the service are carried out.
10.3. The Client is unconditional:
– agrees that the courts of the country of Company’s jurisdiction have the right of exclusive jurisdiction which determines any procedural actions with respect to this Agreement;
– Subject to the jurisdiction of the courts of Company’s jurisdiction;
– agrees never to file a claim regarding the fact that such place of proceeding is inconvenient or that it has no legal force in respect of the Client.
10.4. Client definitively and to the maximum extent permitted by applicable law, refuses both for themselves and in relation to their income and assets (irrespective of their use or intended use) of immunity (on the grounds of sovereignty or any other similar grounds) by bringing to court, including in a particular jurisdiction, seizure of assets (whether before or after judgment), or other performance, including enforcement, of any judgment in respect of the Client, his incomes or assets;
10.5. In the event of any conflict between this Agreement and any applicable regulatory documents, the latter shall prevail. The Company has the right, at its discretion, to take any action or refuse to take any action to enforce the provisions, applicable regulatory documents, and the decision taken by the Company is mandatory for the Client.
10.6. The language of interaction between the Parties is English. All documents for the Company are provided by the Client in any of the specified languages. In case of request of the Company, the Client undertakes to make a translation into one of the official languages.
10.7. The use of obscene language, hate speech within the framework of communication with the Company’s employees is unacceptable. The Company reserves the right to:
– deny the Client services in case of violation of the conditions of communication;
– ignore the Client’s message;
– in order to counteract conflicts of interest and ensure the safety of employees, the Company has the right not to disclose the personal data of its employees and to prevent personal communication (not connected with the object of the Agreement) between the company’s employees and customers;
– to ignore repeated appeals on open appeals already opened or reopening closed applications, such as those that prevent a transparent process of studying the subject of communication;
– minimize communication until the investigation is fully completed in the event of a reasoned suspicion that the Client violated the norms of the Treaty, the laws and customs of the world business turnover in the financial markets.
- FORCE MAJEURE
11.1. The Company has the right to conclude an offensive to force majeure (force majeure). The Company duly takes appropriate steps to inform the Client about the occurrence of force majeure. Force majeure circumstances include (not limited to):
– any action, event or phenomenon (including, but not limited to, any strike, riot or civil unrest, terrorist acts, wars, natural disasters, accidents, fires, floods, storms, power outages, communication, program or electronic equipment, civil disorders) which, in the opinion of the Company, led to destabilization of market or markets of one or several tools;
– drastically and/or significantly changed circumstances in the financial market, which are recognized by market regulators, financial instruments (any jurisdiction), market participants or any government official of the Central authorities governing financial instruments, whose statements can affect the volatility of the market or its individual instruments;
– suspension, liquidation or closure of any market, the lack of any event on which the Company bases quotes, the imposition of limits, special or unusual trading conditions in any market or in respect of any such events.
11.2. If the Company has established the occurrence of force majeure, the Company shall be entitled (without prejudice to other rights of the Company under the relevant agreement) without prior written notice and at any time to take any of the following steps:
– change requirements;
– close any or all open positions of the Client at a price which the Company considers reasonable;
– to cancel all or part of the transactions closed by the Client which were made under the actions and consequences of the force majeure;
– to write off the relevant gain or loss resulting from the transactions the Client made during or after the occurrence of the force majeure;
– to suspend or change application of one or all of the provisions of the relevant Agreement until the occurrence of the force majeure makes it impossible to comply with these provisions by the Company;
– to take or not to take any actions against Company, Client and other clients if the Company on good grounds considers it appropriate under the circumstances.
11.3. The parties shall not be liable to each other for delay or failure to perform its obligations due to circumstances of insuperable force (force majeure), arisen against the will and desires of the parties and which could not have been foreseen or avoided, including declared or actual war, civil unrest, fires and other natural disasters.
11.4. The party that cannot fulfill its obligations due to force majeure, shall, within 7 (seven) days, notify the other party about these circumstances. Failure to notify or untimely notification deprives notify the parties of the right to invoke these circumstances as grounds for exemption from liability for non-performance or improper performance of obligations under this Agreement. In case force majeure lasts for more than 1 (one) month, the parties must negotiate to develop a common position on the continuation of this Agreement.