Client Agreement
1. Introduction
1.1 This Client Agreement (the “Agreement”) is entered by and between you (the “Client”) and us (the “Company”). It sets out the basis on which we will enter into Transactions with you. It governs each Transaction entered into or outstanding between us and you on or after the date that this Agreement comes into effect.
1.2. We may refer to ourselves as “we”, “us”, “our”, “ours” or “ourselves”, as appropriate. Similarly, you, the Client, may be referred to as “you”, “your”, “yours” or “yourself”, as appropriate.
1.3. The terms of this Client Agreement are legally binding and will take effect after receipt by you, or on you beginning or continuing to undertake business with us.
2. Services we may provide and dealings between you and us
2.1. The Operative Agreements govern all your trading activity and non-trading operations with us and therefore must be read carefully. Amongst other things, they set out those matters which we are required to disclose to you under the Applicable Regulations.
2.2. In relation to any Transaction, we act on a principal-to-principal or agency basis on your behalf. This means that, unless otherwise agreed, we will treat you as our client for all purposes. It also means that, unless otherwise agreed, you will be directly and fully responsible for performing the obligations under each Transaction you enter into. If you act in relation to or on behalf of another party, we will not accept that party as an indirect client of ours and will accept no obligation to that party, unless otherwise specifically agreed, and regardless of whether their identity has been disclosed to us.
2.3. The following Services that we may provide are conditional upon the fulfillment of your obligations owed to us under the Operative Agreements.
2.4. We may offer the following services to you:
a) receive and transmit orders or execute (on our own account) orders for you in certain financial instruments as a principal or as an intermediary (in accordance with our Order Execution Policy);
b) provide foreign currency services provided they are associated with the provision of an investment service that we offer to you;
c) provide safekeeping and administration of financial instruments for your account (as and if applicable). This includes custodianship and related services, such as cash/collateral management; and/or granting you margin to transact with an Instrument, provided that you are party to a Transaction; and
d) any other services that we may provide from time to time on these or other terms as agreed between us. We may do whatever we consider necessary or desirable (but are not obliged to do so) for, or incidental to, the provision of our Services including but not limited to the provision of research in relation to any investment, (together, the “Services”).
2.5. We will transact with you only after receiving an instruction for transaction from you and will not:
a) provide you with any form of investment advice for your planned Transactions or monitor the status of the current ones;
b) check the suitability of the Transaction on your behalf;
c) make any statements of opinion to encourage you to make any particular Transaction;
d) monitor or advise you on the status of any Transaction; and
e) close your Open Positions on our own initiative, if this is prohibited by the Applicable Regulations or we will follow the provisions as set out in the Operative Agreements. We can, in our absolute discretion, close your Open Positions when a decision is made to stop offering a product related to your Open Positions.
2.6. All of your instructions, whether in written form, recorded oral communication, or submitted through electronic system, will be documented, recorded, and retained by us as part of our administrative services and for evidentiary purposes.
2.7. We may enter into Transactions with you with Instruments specified on our Website, provided that you have fulfilled your obligations under the Operative Agreements.
2.8. Your Transactions will be confirmed through your registered email with the opportunity to provide rebuttal for the Transaction. If no rebuttal was made, the Transaction will be deemed valid.
2.9. For specific categories of Instruments, you agree to any additional agreements as required posted on our Website or where relevant, Publishing Channels, or share any additional information with us that we may request from time to time. We may subsequently share this information with our authorised agents or third parties as needed from time to time.
2.10. You will not receive any form of investment, legal, regulatory, tax, or other advice from us. You should not expect us (or one of our employees or representatives) to provide personal recommendations or advice on the merits of any specific Transactions. When evaluating the merits of a Transaction, it is your responsibility to seek independent advice or rely on your own judgment, market knowledge, and experience.
2.11. Profits or losses in the currency denominated in the Trading Account are deposited in and/or withdrawn from the Trading Account once the Transaction is closed.
2.12. We may, from time to time and at our discretion, provide factual information about the market or about matters of process and risk related to Transactions or Instruments. We may post this Information on our Website, Publishing Channels or otherwise. Where we do so, the following applies:
a) The information is provided solely to enable you to make your own investment decisions and does not amount to investment advice or unsolicited financial promotions;
b) The information may contain a restriction on the person or category of persons for whom that document is intended or to whom it is distributed. You agree to not pass it on to any other person; and
c) We make no representation, warranty or guarantee as to the accuracy of completeness of such information or to the tax consequences of any Transaction.
2.13. We cannot guarantee that you will receive such information at the same time as other Clients. Any information that we provide from time to time on our Website or by other means set out under clause 12.1 including but not limited to push notifications, in-app messaging, on-platform messaging and social channels may appear in one or more screen information services (the “Publishing Channels”).
2.14. The information provided by us on our Publishing Channels is subject to change and may be withdrawn by us at any time without notice.
2.15. The information does not necessarily take into consideration the relevant legislative or regulatory framework of the country where you are a resident. It is your responsibility to ensure compliance with all applicable laws.
2.16. We have the right to request information about your knowledge and experience in the investment sector so that we can assess whether the service or product envisaged is appropriate for you (if required). You are obliged to provide this information from time to time.
2.17. If you choose not to provide such information, or provide insufficient information to us, we may not be able to determine whether the Service or product envisaged is appropriate for you. We will assume that the information you provide to us about your knowledge and experience is accurate. Therefore, we will have no responsibility to you if such information is incomplete, misleading, changes, or becomes inaccurate. This is the case unless you have informed us of any changes in the information you have previously provided to us.
We may suspend your Account at any time for any reason in our absolute discretion, so long as permitted under Applicable Regulations and the Operative Agreements. Such suspension may be implemented with or without prior Written Notice to you and may remain in effect until an alternative course of action is determined. Grounds for suspension include, but are not limited to:
a) Abnormal Market Conditions;
b) erroneous Orders;
c) Stop Loss;
d) Take Profit;
e) Instructions made in absence of sufficient Balance;
f) any actions that create a negative trading experience for our other clients;
g) any suspicion of money-laundering or terrorism-financing activities,
h) failure to comply with our ongoing KYC requirements.
2.19. All trade Requests are subject to size considerations. If the requested trade size is larger than we are able to fill at any particular moment due to prevailing market conditions, then either:
a) the Order may be executed partially; or
b) the entire trade or Order may be rejected at our sole discretion.
2.20. We reserve the right to suspend, close, or unwind any Transaction where either of the following occurs:
a) the Transaction has resulted from any misconfiguration, human error or technical error on our or your part; and
b) we suspect any fraud, manipulation, arbitrage, or other forms of deceitful or fraudulent activities, as well as activities related to financial crimes on your account or multiple accounts you hold with us or otherwise related or connected to any and/or all Transactions.
2.21. Under such circumstances mentioned above, we will be entitled to withdraw any profits and charge any costs which we deem, in our sole discretion, to have been inappropriately gained by you. We will not be liable for: a) the cancelation of any Transaction or profits; or b) in the event of any damages or losses which may result from the suspension, closure or unwinding.
2.22. You consent to transfer your personal data to us. We are registered as a data controller by law for the processing described in our Privacy Policy, and your data will be used for identification, administrative, and business purposes so we can meet our legal and contractual duties under this and other agreements between the parties. We may also disclose or transfer such data to auditors, lawyers, financial consultants, and other service providers and partners we work with.
2.23. We may offer you the option to open and trade on a demo account. Execution in a demo account environment might lead to a different outcome than in a live one, and we are not liable for any loss or other damage that you may incur because of these differences in execution.
3. Your trading history records
3.1. You understand, confirm, and accept that we may at any time and in our sole discretion archive any and/or all of your trading history in Trading Platforms. This can be done without prior written consent and/or Written Notice to you. The trading history may be summarised into a single line in the respective trading account, where such trading history records exceed a timeframe of 1 (one) month.
3.2. You further understand, confirm, and accept that such archived trading and non-trading history will be accessible and/or downloadable at any time. This can be done from and/or within the Client Dashboard.
3.3. We confirm that your archived original trading history records from Trading Platforms within the Client Dashboard will be accessible and/or downloadable by you at any time. This can be done from and/or within the Client Dashboard.
3.4. We confirm that all Client records and/or trading and non-trading activity, current and/or past and/or archived will be maintained for the relevant retention period pursuant to the Applicable Regulations.
4. Tax filings and levies
4.1. You are solely responsible for all tax filings, returns and reports on any Transactions under applicable law and Applicable Regulations. You are solely responsible for payment of all taxes (including any transfer or value added taxes) arising in connection with any Transaction.
5. Corporate actions
[Not applicable]
6. Conflicts of interest
6.1. When we deal with you or on your behalf, we (or one of our employees, officers, or an associate affiliated with us) may have a material interest in the outcome of your transaction. This interest may conflict with your interest.
6.2. If there is a potential conflict of interest involving you or any of our clients, we will manage the conflict in accordance with our internal Conflicts Policy, which will be available upon request.
6.3. A potential conflict of interest exists in the following circumstances:
a) We are on the other side of your Transaction as a principal trading on our own account;
b) We are on the other side of your Transaction as a matched principal and cannot trade on our own account;
c) We may match your Transaction with that of another client by acting on their behalf as well as on yours;
d) We may deal in an Instrument which we may have covered when providing factual information about the market to a client on our Website or our Publishing Channels;
e) We may provide Services to other clients concerning Transactions in a market that might be against your interests;
f) If you were introduced to us by our associate, we may pay a fee to this associate. This fee may depend on the volume of your Transactions, or under a different fee arrangement; and
g) We may receive inducements (including non-monetary) from persons other than our clients if permissible under the Applicable Regulations. This is if the inducements are designed to enhance the quality of our Services and do not impair our ability to act in the best interests of our clients.
6.4. You hereby acknowledge that you are aware of the possibility that certain circumstances may result in a conflict of interest. You authorise us to proceed with the Transaction in question notwithstanding such conflict.
7. Commissions, charges and other costs
7.1. You will be obliged to pay us the commissions, charges and other costs (including Spreads) as set out on our Website or as notified to you from time to time under the Operative Agreements and Publishing Channels.
7.2. We may determine and vary commissions, charges and other costs from time to time which must be mutually agreed between us and you. Any such variation shall be subject to our prior written notification to you and shall only become effective upon your approval by ticking the relevant checkbox. All changes in commissions, charges and other costs are displayed on the Website and posting on the Website and if relevant Publishing Channels will apply immediately after you have provided your written consent.
7.3. We may, from time to time, where not prohibited by Applicable Regulations, deal on your behalf with persons with whom we have a soft commission arrangement with. This soft commission arrangement permits us (or another member of our group) to receive goods or services in return for transacting investment business with such persons.
7.4. It is our policy in relation to these agreements to ensure that such arrangements operate in your best interest. For example, because the arrangements allow access to information or other benefits which would not otherwise be available.
7.5. You undertake to pay all stamp expenses relating to this Agreement and any documentation which may be required for the carrying out of the Transactions.
7.6. We may also charge you for the provision of other Trading Account features and settlement services (as applicable). Additional charges may be disclosed in the Operative Agreements.
7.7. Your funds are held in our accounts, including segregated accounts opened in our name on your behalf for holding your funds. This is separate from our own funds.
7.8. Unless you are notified in advance, you acknowledge and agree that we will not pay interest to you on funds that are located in your accounts.
7.9. We will be entitled, at our sole discretion, to refuse to provide the subscription for a particular Trading Account or all of your Trading Accounts. We can also cancel a previously provided subscription without giving prior notice or explanation of reasons.
7.10. We will, under no circumstances, be held liable for not canceling the subscription due to your inability to access the Trading Account.
8. Payment, currency conversion and set-off
8.1. The amounts payable to you under the Operative Agreements are automatically converted by us into the currency you chose when opening the Trading Account. For these conversions, we use the relevant exchange rate for spot dealings in the foreign exchange market.
8.2. We are entitled, without prior notice to you, to make any currency conversions which we consider necessary or desirable for the purposes of complying with our obligations or exercising our rights under the Operative Agreements or any Transaction. Any such conversion will be effected by us in a manner and at rates we may, in our discretion, determine, having regard to the prevailing rates for freely convertible currencies.
8.3. You will bear all foreign currency exchange risk arising from:
a) any transaction; or
b) our compliance with obligations; or
c) the exercise of our rights under the Operative Agreement.
8.4. You may deposit funds to your Trading Account at any time.
8.5. Fund deposits and withdrawals to or from the Trading Account for non-trading operations will be governed by the Applicable Regulations.
8.6. If you have an obligation to pay any amount to us which exceeds the Balance on your Trading Account, you will pay the amount representing the excess within two (2) Business Days of the obligation arising other than where negative balance protection exists under Applicable Regulation.
8.7. You acknowledge and agree that we have the right to close out your Open Positions and exercise other default remedies against you. This is without prejudice to any of our other rights under the Agreement.
8.8. When a sum is due and payable to us in accordance with the Agreement, and sufficient cleared funds have not yet been credited to your Trading Account, we will be entitled to treat you as having failed to make a payment to us. We can then exercise our rights under the Agreement.
8.9. We will regularly update the available payment system on the deposit & withdrawal section. The availability of each payment system may differ depending on your country of residence. The available payment systems will be located in the Client Dashboard.
8.10. Any sum payable by you to us under the Operative Agreements may be worth the following:
a) Equal to the aggregate amount payable by us to you. In this case, where there are any mutual obligations in respect of payments owed to us by you or payments owed to you by us, these can be matched and discharged; and/or
b) An excess of the aggregate amount payable by us to you. In this case, we may set-off any mutual obligations in respect of payments owed to us by you or payments owed to you by us and claim the difference owed to us by you.
8.11. In the event you have multiple Trading Accounts with us, we may discharge any amounts due to it under one Trading Account. We can do so by transferring funds from the Balance of any other trading Account you hold with us.
8.12. As a result of this transfer, you may suffer losses due to margin calls, triggered Stop Outs, and the Trading Account may go into a negative Balance. If this occurs, we will not be liable other than where a negative balance protection exists under Applicable Regulation.
9. Providing quotes
9.1. The rules for providing Quotes for your Transactions can be found in the relevant Terms of Business as provided to you from time to time.
10. Our liability to you
10.1. Nothing in the Operative Agreements will exclude or restrict any duty or liability we owe you under the Applicable Regulations, including liability for your personal injury or death.
10.2. You acknowledge that we will not be liable for any direct, consequential, special, or indirect losses, costs, expenses, or damages suffered by you. This:
a) is in the absence of our fraudulence, willful default, or gross negligence;
b) includes any inaccuracy or mistake in any information given to you; and
c) includes, without limitation, information relating to any Transactions.
10.3. Subject to our right to void or close any Transaction in the specific circumstances set out the Operative Agreements, any Transaction following such inaccuracy or mistake will nonetheless remain valid and binding in all respects on both us and you.
10.4. We will not, in the absence of fraud, wilful default or gross negligence on our side, be liable for any of your:
a) losses, costs, expenses or damages;
b) consequential special or indirect losses
c) loss of profits;
d) loss of opportunity (including in relation to subsequent market movements as a result of prevailing market conditions);
e) failure to avoid a loss;
f) loss or corruption of data; or
g) loss of goodwill or reputation.
This includes losses arising directly or indirectly from:
a) any error or failure in the operation of the Trading Platform or any delay caused by the Client Dashboard;
b) any Transactions made via the Client Dashboard;
c) any failure by us to perform any of our obligations under the Operative Agreements as a result of causes beyond our control, including Force Majeure Events;
d) any inaccuracy or mistake in any information we make available to you in relation to your Transactions or otherwise;
e) any acts, omissions or negligence of any third party; including an unauthorised third person’s access to your personal data or Access Data;
f) any Order placed by you on the Trading Platform and the delay in the Order’s execution;
g) any inability to execute an Instruction or Order;
h) any inability to modify and cancel your Order;
i) any currency risk;
j) any slippage and gapping; k) any risks applicable to trading Instruments; l) any changes in the rates of taxes applicable to you or other adverse tax implications of the Transactions;
m) your reliance on Stop Losses;
n) your reliance on information about normal trading hours for a particular Instrument;
o) the effect of a corporate event or a corporate action;
p) the effect of your failure to comply with the Operative Agreements;
q) the effect of your Trading Account being disabled due to inactivity or Clearly Erroneous Order(s);
r) any failure of the whole or any part of our software or any systems or network links or any other means of communication; and
s) any computer viruses, worms, software bombs or similar items being introduced into your computer or mobile hardware/software while using your Trading Platform.
10.5. We will not be liable for the solvency, acts, or omissions of any third party referred to in the Operative Agreements. This includes a custodian, sub-custodian, credit, or financial institution. This applies in circumstances where we have taken reasonable care in selecting and appointing this third party in accordance with the Applicable Regulations.
10.6. Any of your liability to us under the Operative Agreements may in whole or in part be released, compounded, compromised or postponed by us in our absolute discretion. Doing so will not affect any rights in respect of that or any liability not so waived, released, compounded, compromised or postponed.
10.7. We may, at our sole discretion, indemnify you by: a) crediting your Trading Account (with explanation); b) reopening erroneously Closed Positions; or c) deleting erroneously Opened Positions or placed Orders. 10.8. You will indemnify us and keep us indemnified on demand. This applies to:
a) all liabilities, costs (including any legal costs, penalties, and any interest), claims, demands, losses, and expenses of any nature whatsoever;
b) those incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under the Operative Agreements; and
c) any liabilities, costs, claims, demands, losses, and expenses that may arise in relation to the execution or as a result of the execution of any of your Transactions.
10.9. A waiver by us of a breach of any of the terms of the Operative Agreements does not constitute a waiver of any other breach of those terms. Such waiver will not prevent us from subsequently requiring compliance with the waived obligation.
10.10. The rights and remedies provided to us under the Operative Agreements are cumulative and are not exclusive of any rights or remedies provided by law or Applicable Regulations thereof.
11. Communications
11.1. The rules of communication between us and you are set out in the Terms of Business. You will give Instructions and Requests via the Client Dashboard, in accordance with the Terms of Business.
12. Written notice
12.1. Any Written Notice given under this Agreement may be made as follows:
a) Trading Platform via internal mail;
b) email;
c) post;
d) information published in the Company news section on the Website; or
e) Any other means of communication accepted by you as a valid method, including push notifications, and inapp and in-browser messages you receive from us.
12.2. All contact details you provide (e.g., address or email address as last notified) will be used as applicable. You agree to accept any notices or messages from us at any time and through any communication method we notify you of in advance where you have either
(a) accepted this method explicitly; or
(b) you have responded to such communication (which shall be deemed to be acceptance of that communication means).
12.3. Any such Written Notice will be deemed to have been served:
a) if sent by email, within one (1) hour after emailing it;
b) if sent by Trading Platform internal mail, immediately after sending it;
c) if sent by post, one (1) Business Day after posting it; or d) if posted on the Company news section on the Website and where relevant Publishing Channels, within one (1) hour after it has been posted.
12.4. For the avoidance of doubt, where any Applicable Regulations prescribe specific methods, timing, or acknowledgment requirements for notification, such regulatory provisions shall prevail and shall be complied with accordingly
13. Amendment and termination
13.1. We may amend the terms of the Operative Agreements at any time by Written Notice to you. You will be notified of any such changes and will be given a checkbox to explicitly accept or deny the amended terms. The amendments take effect immediately after you provide your explicit consent through a checkbox of the amendments to the Operative Agreements.
13.2. Either party may terminate the Operative Agreements by giving Written Notice to the other party.
13.3. Terminating the Operative Agreements will not change any responsibilities we or you already have for any Open Position.
13.4. Terminating the Operative Agreements will not affect any ongoing legal rights or duties that are in effect under the Operative Agreements.
13.5. Upon termination of the Operative Agreements, we may, without prior Written Notice to you:
a) discontinue your access to the Trading Platform;
b) close your Trading Account(s);
c) perform any currency conversion to enable the termination of the Operative Agreements;
d) suspend, freeze or close any Open Positions;
e) reject new Orders; and / or
f) take any other necessary actions we deem appropriate to give effect to the termination of the Operative Agreements with you.
13.6. Upon termination of the Operative Agreements, all amounts payable by you to us will become immediately due, including:
a) all outstanding commissions, charges and costs;
b) any charges and additional expenses incurred or to be incurred by us as a result of the termination of the Operative Agreements;
c) any charges incurred for transferring your funds or Instruments elsewhere under your instructions;
d) any losses and expenses from closing out any Open Positions or settling any outstanding obligations incurred by us on your behalf and for your benefit; and
e) any damages that arose during the arrangement or settlement of any pending obligations.
13.7. Upon termination of the Operative Agreements, we reserve the right to consolidate the Balances of your Trading Accounts and keep your funds. We will keep the funds as long as necessary to close your Open Positions and cover any expenses we incur as listed in Clause 13.6.
13.8. We will close your Trading Account(s) after we have settled all amounts due to us by you under the Operative Agreements.
13.9. If there is a Balance in your favour upon termination, then we will pay out the Balance as soon as practicable, subject to any deductions we might make under Clause 13.6. We will provide you with a statement showing how that Balance was arrived at and, where appropriate, instruct any third-party custodian or other intermediary to also pay out any applicable amounts that are due to you. When making this pay out, we will follow the rules set out in the Operative Agreements and pursuant to your instructions where this is feasible.
13.10. You agree that if your Trading Account remains inactive for more than twelve (12) months and your remaining Trading Account Balance is less than the transfer fees or charges that we may incur in order to transfer the funds to you, then we will be entitled, at our sole discretion, to deduct the remaining Trading Account Balance and apply it for charitable purposes. We will then proceed to close your Trading Account(s).
13.11. We reserve the right, at our absolute discretion, to suspend or terminate your account immediately, without prior Written Notice, where:
a) such action is required under applicable AML/CTF laws or regulations, or pursuant to any request or instruction from a competent authority or regulator; or
b) your actions pose an immediate or material threat to the security, integrity, or proper functioning of our systems, platforms, or services, and immediate suspension or termination is absolutely necessary to protect our infrastructure or other clients.
Aside from the above circumstances, we will provide you with prior Written Notice, setting out:
a) the reason(s) for the suspension or termination; and
b) where reasonably possible and subject to our internal policies, the steps required to remedy the issue and restore your account. Without limiting the above, we may suspend your account where you place an abnormal number of erroneous or excessive requests that create undue load on our servers and negatively affect the trading experience of other clients. In such cases, and as provided in this Clause, we will notify you unless immediate action is required.
13.12. Erroneous requests may include, but are not limited to:
a) invalid stops or modifications;
b) wrong Trading Platform or server log;
c) over limit volume or number of orders;
d) requests with not enough account funds
14. Personal data
14.1. We may use, store or otherwise process personal information you provide to us in connection with the provision of the Services.
14.2. If you are an individual, you may exercise your rights to request a copy of the personal data which we hold about you (if any), provided that you pay us the necessary costs for doing so, where such requests are excessive (in our sole discretion).
14.3. By entering into this Agreement, you expressly consent to us transmitting your Information to any third parties. These third parties may require such information in order to effectively implement the Services or execute any operational function performed by us to you (e.g., refunding you your money held by us).
14.4. Communications between you and us may be recorded. Any recordings will be and remain our sole property. You will accept them as conclusive evidence of the Instructions/Requests or conversations so recorded. You agree that we may deliver copies of transcripts of such recordings to any court, regulatory or government authority.
14.5. Our Privacy Policy sets out how it collects and process personal data.
15. Consent to direct contact
15.1. You accept that we, for the purpose of marketing financial services and products, and unless otherwise informed by you in writing of the contrary, may, from time to time, make direct contact with you by telephone or otherwise (acting at all times in accordance with Applicable Regulation).
16. Market abuse
16.1. You will not arrange or execute or place an Open Position, or Order that contravenes any applicable laws or Applicable Regulations in relation to Market Abuse. More rules about how we will proceed if we suspect a case of Market Abuse can be found in the relevant Terms of Business.
16.2. If we have grounds to suspect that you have engaged in Market Abuse, we may without any form of warning or reasoning, close any Open Positions or Orders on your Trading Account. We may also take any other steps we deem necessary to remedy the consequence of your suspected violation. You will be informed of the forced closures after they take place.
17. Default
17.1. Each of the following constitutes a “Default” under this Agreement:
a) your failure to provide any Initial Margin and/or Hedged Margin, or other amount due under the Operative Agreements;
b) your failure to perform any obligation due to us;
c) any breach of this Agreement and/or the relevant Operative Agreements;
d) the initiation by a third party of proceedings for:
i. your bankruptcy (if you are an individual); or
ii. for your winding-up; or
iii. for the appointment of an administrator or receiver for any of your assets (if you are a company); or
iv. if you make an arrangement or compromise with your creditors; or
v. any procedure which is similar or analogous to any of the above is commenced in your respect.
e) where any representation or warranty made by you in Clause 18 herein is or becomes inaccurate or misleading
f) where you are unable to pay your debts when they fall due;
g) where you (if you are an individual) die or become of unsound mind; or
h) where you attempt and/or perform any of the actions which we determine (in our sole discretion) as:
i. fraud;
ii. manipulation;
iii. swap-arbitrage; or
iv. other forms of deceitful or fraudulent activity suspected in your Trading Account or other accounts with us (as relevant).
i) where there is a material violation by you of any requirements established under applicable laws and Applicable Regulations, where we determine such materiality in good faith;
j) you are added to any sanctions list by a government, international organisation, or regulatory authority;
k) where we suspect that you are engaged in money laundering activities or terrorist financing or other criminal activities;
l) where there are any other circumstances where we reasonably believe that it is necessary or desirable to take any action set out in Clause 17.2 herein;
m) where you have carried out trading: i. which can be characterised as excessive without a legitimate intent, to profit from market movements; ii. while relying on price latency or arbitrage opportunities; or iii. which can be considered as Market Abuse.
17.2. If a Default occurs, we may, at our absolute discretion, at any time and without prior Written Notice, take one or more of the following steps:
a) terminate the Operative Agreements without Written Notice;
b) close out all or any of your Open Positions at current Quotes;
c) debit your Trading Account(s) for the amounts which are due to us;
d) suspend or close any or all of your Trading Accounts held with us;
e) refuse to open new Trading Accounts for you;
f) adjust your Trading Account Balance to remove any Illicit profits; and/or
g) convert any currency if necessary to deal with the consequence of the Default.
17.3. In case of a Default described in Clause 17.1(g), the remaining Balance will be sent to your next of kin or other qualifying person pursuant to applicable law. This will occur once we receive the necessary evidence showcasing the right to claim the Balance.
18. Your representations and warranties
18.1. You represent and warrant to us the following set out in this clause. You also agree that each such representation and warranty is deemed repeated each time you give an Instruction or Request by reference to the circumstances prevailing at such time:
a) the information provided by you to us in the Client Registration Form and the Operative Agreements and at any time thereafter is true, accurate and complete in all material respects;
b) You have read and fully understood the terms of the Operative Agreements, including the Risk Acknowledgement and Disclosure provided to you from time to time;
c) You are duly authorised to enter into the Operative Agreements, to give Instructions and requests and to perform any obligations thereunder;
d) You act as principal;
e) All actions performed under the Operative Agreements will not violate:
i. the Applicable Regulations or any law, ordinance, charter, by-law or rule applicable to you or to the jurisdiction in which you are a resident; or
ii. any agreement by which you are bound or by which any of your assets are affected.
f) You consent to the provision of the information of the Operative Agreements by means of our Website and/or any other means which we choose at our sole discretion including the Publishing Channels.
g) You confirm that you have regular access to the internet and consent to us providing you with information (which may include posting such information on our Website and where relevant Publishing Channels). This information includes, without limitation, information about
i. amendments to the terms and conditions;
ii. costs;
iii. fees;
iv. the Operative Agreements;
v. policies; and vi. the nature and risks of your investments.
h) Your transaction with us may be one or more of the following:
i. speculative;
ii. hedging;
iii. investments;
iv. intraday trading; or
v. managing risk. In the event where the purpose of your Transaction is other than the above, you undertake to notify us. If the purpose changes at any stage during the course of this Agreement, you must notify us.
i) You confirm that you will not fund your account through pooling arrangements or cash, will not share any Personal Access Password, and will not grant any authority for trading to the Company, any futures broker representative (Wakil Pialang Berjangka), or our personnel, except as permitted by applicable regulations.
j) You hereby additionally represent that:
i. you are not a target of any relevant sanctions list;
ii. you are legally capable of performing legal acts;
iii. you have not been declared bankrupt by a court within the last five (5) years;
iv. you have not reached the position limit and are not prohibited from adding transactions or opening an account with us;
v. you are not an official or employee of Commodity Futures Trading Supervisory Agency (Badan Pengawas Perdagangan Berjangka Komoditi, “Bappebti”), a Futures Exchange, a Futures Clearing Institution, and/or any other party designated by a decision of the Head of Bappebti;
vi. you are not a treasurer of an institution that serves public interests, unless you have been duly authorized by such institution;
vii. you do not have a financial condition below the requirements stipulated by the Head of Bappebti;
viii. you have not been declared to have violated laws and regulations in the field of Futures Trading based on a court or arbitration decision or based on a decision of the Head of Bappebti;
ix. you have not failed to fulfil the obligation to pay margin within a period of one (1) year;
x. you are not owned or controlled by any individuals or entities included in the applicable sanctions list;
xi. funds used by you are not derived from, nor will they benefit, the governments of Russia or Belarus;
xii. funds used by you are not derived from, nor will they benefit, any individuals or entities subject to an applicable sanctions list;
xiii. you will not use any funds to support or facilitate activities, businesses, or transactions with any sanctioned parties or in violation of any applicable sanctions;
xiv. transactions may be delayed for additional due diligence to ensure compliance with applicable sanctions laws and policies;
xv. transactions violating applicable sanctions laws or policies will be blocked, frozen, or rejected as required, or returned if they do not align with our risk appetite; and
xvi. you will report any applicable sanctions violations to the appropriate regulatory authority, including attempts to evade or circumvent applicable sanctions laws and regulations.
18.2. We have the right to render any Position voidable or to close out any or all Positions at the current Quotes at any time, at its absolute discretion, if you breach this clause 18. This is in addition to all other rights and remedies available to us from time to time
19. Security interest
[Not applicable]
20. Force majeure
20.1. We may, in our reasonable opinion, determine that a Force Majeure Event exists. If so, we will take reasonable steps to inform you about this.
20.2. A Force Majeure Event is:
a) any act, event or occurrence, including:
i. any national emergency;
ii. strike, riot or civil commotion;
iii. government actions;
iv. acts of terrorism;
v. outbreak or threat of war or hostilities;
vi. act of God;
vii. earthquake;
viii. epidemic;
ix. accident;
x. fire;
xi. flood;
xii. storm; xiii. breakdown;
xiv. interruption or malfunction of power supply;
xv. electronic, communication equipment or supplier failure;
xvi. civil unrest, statutory provisions, lock-outs, or any other international calamity;
xvii. economic or political crisis; or
viii. natural disaster, which, in our reasonable opinion, prevents us from complying with its obligations under the Operative Agreements;
b) the suspension, liquidation or closure of any market or the abandonment or failure of any event to which we relate our Quotes, or the imposition of limits or special or unusual terms on the trading in any such market or on any such event;
c) Abnormal Market Conditions; or
d) any event, act or circumstances not reasonably within our control and the effect of that event(s) is such that we are not in a position to take any reasonable action to cure the default.
20.3. If we determine that a Force Majeure Event exists (without prejudice to any other rights under the Operative Agreements), then we may, with prior Written Notice and at any time, take any of the following steps:
a) increase margin requirements;
b) close out any Open Positions at such prices as we consider in good faith to be appropriate;
c) suspend or modify the application of any terms of the Operative Agreements to the extent that the Force Majeure Event makes it impossible or impractical for us to comply with them;
d) take or omit to take all such other actions as we deem to be reasonably appropriate in the circumstances with regard to us and our clients;
e) increase Spreads; or
f) decrease Leverage.
21. Inactive accounts
21.1. We may close your Trading Account(s), wallets, and/ or disable your profile where here has been no trading activity on the Trading Account for a period of twelve (12) months.
21.2. If you have not transacted with us through the depositing of funds and/or by trading on the relevant Trading Account for twelve (12) consecutive months, we may:
a) close your Trading Account(s) wallets and disable your profile, which shall no longer be used thereafter if your balance is zero (0), and terminate this Agreement without prior Written Notice to you; or
b) charge an annual Inactive Account Fee if you have a positive Balance. Once your Balance subsequently reduces to zero (0) by operation of this clause 21.2 (b), the provisions of Clause 21.2 (a) above will automatically apply.
21.3. We may, in our absolute discretion, waive any Inactive Account Fees which are charged on your Trading Account(s).
22. Access data
22.1. You agree to keep your Access Data secret and not to disclose it to any person.
22.2. You will notify us immediately if you know or suspect that your Access Data has or may have been disclosed to any third person.
22.3. In case we suspect unauthorised access to (due to your actions or not) your Access Data for your Trading Platform, we will terminate access to your Trading Account to investigate.
22.4. You agree to co-operate with any investigation we may conduct into any misuse of your Access Data.
22.5. You will be liable for all Orders given through and under your Access Data. Any such Orders received by us will be considered as given by you, unless establish that the Orders in question were a result of unauthorised access at no fault on your side.
22.6. You are solely responsible for providing and maintaining the compatible equipment necessary to access and use of the Trading Platform.
22.7. You acknowledge that we bear no responsibility if unauthorised third persons have access to information. This includes electronic addresses, electronic communication and personal data. This applies when the above are transmitted using:
a) the internet or other network communication facilities;
b) telephone
c) post; or
d) any other electronic means.
23. Use of the trading platform and safety
23.1. You will not proceed in any action that could probably allow the irregular or unauthorised access or use of the Trading Platform. You accept and understand that we reserve the right, at our discretion, to terminate or limit your access to the Trading Platform if we suspect that you allowed such use.
23.2. When using the Trading Platform, you will not, whether by act or omission, do anything that will or may violate the integrity of the Platform or cause it to malfunction.
23.3. You are permitted to:
a) store;
b) display;
c) analyse;
d) modify;
e) reformat; and
f) print, the information made available through the Trading Platform.
23.4. You are not permitted to: a) publish; b) transmit; or c) otherwise reproduce, that information, in whole or in part, in any format to any third party without our consent.
23.5. You are also not permitted to:
a) alter;
b) obscure; or
c) remove, any copyright, trademark or any other notices that are provided on the Trading Platform.
23.6. In the event where we suspect any fraud, manipulation, swap-arbitrage or other forms of deceitful or fraudulent activity in your account or accounts with us or otherwise related or connected to the any and/or all Transactions, then we reserve the right to decide, at our sole discretion, to close all open Positions in your Trading Account.
23.7. We also reserve the right to deduct or add a penalty (equivalent to the swap and/or any profit amount) for all transactions currently and/or previously made in the account and/or annul all profits made as a result.
23.8. We may further decline to accept any additional requests from you to be exempted from any swaps and/or terminate all agreements with you
24. Risk disclosures
24.1. We disclose and you acknowledge that you run a great risk of incurring losses and damages as a result of the purchase or sale of any Instrument, and that you are willing to undertake this risk. Risks are fully disclosed in the Risk Acknowledgement and Disclosure provided to you separately from time to time.
25. Assignment and transfer
25.1. We may assign the benefit and burden of the Operative Agreements to a third party in whole or in part, provided that such assignee agrees to abide by the terms of the Operative Agreements. Such assignment will come into effect ten (10) Business Days following the day you are deemed to have received notice of the assignment in accordance with the Terms of Business.
25.2. You may not:
a) assign, charge or otherwise transfer; or
b) purport to assign, charge, or otherwise transfer, your rights or obligations under the Operative Agreements without our prior written consent. Any purported assignment, charge, or transfer in violation of this term will be void.
26. Entire agreement
26.1. This Agreement, including the Schedule attached hereto, and the Operative Agreements, constitute the entire agreement between the Parties with respect to the subject matter hereof. They supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.
26.2. If any term of the Operative Agreements (or any part of any term) will be held by a court of competent jurisdiction to be unenforceable for any reason, then such term will, to that extent, be deemed severable and not form part of this Agreement. However, the enforceability of the remainder of Operative Agreements will not be affected.
27. Waiver
27.1. No single or partial exercise of, or failure or delay in exercising any right, power or remedy (under these terms or at law) by us will constitute a waiver by us. Nor will it impair or preclude any exercise or further exercise of, that or any other right, power, or remedy arising under the Operative Agreements or at law.
27.2. A waiver by us of a breach of any of the terms of the Operative Agreements or of a default under these terms does not constitute a waiver of any other breach or default and will not affect the other terms.
27.3. A waiver by us of a breach of any of the terms of the Operative Agreements or a default under these terms will not prevent us from subsequently requiring compliance with the waived obligation.
27.4. Any liability you have to us under the Operative Agreements may in whole or in part be released, compounded, compromised, or postponed by us in our absolute discretion. Doing so will not affect any rights in respect of that or any liability not so waived, released, compounded, compromised or postponed.
28. Swap free accounts
28.1. In the case where you open a Swap Free Trading Account or Accounts, you acknowledge and agree to the following:
a) If we suspect any:
i. fraud;
ii. manipulation;
iii. swap-arbitrage; or
iv. other forms of deceitful or fraudulent activity, in your account(s) or otherwise related or connected to any and/or all Transactions, then we reserve the right, at our sole discretion, to:
i. close all open Positions in your Trading Account; and
ii. deduct or add a penalty (equivalent to the swap and/or any profit amount) for all Transactions made in the account; and
iii. decline from accepting any further requests from you to be exempted from any swaps.
b) You acknowledge and agree to:
i. trade only with the instruments shown on the Website; and
ii. the Swap Free charge for all Positions open as these may be defined and/or issued by us from time to time (inclusive of the day of the Position is opened and/or closed) and as such charges and duration is on request;
c) You acknowledge and accept herein that we reserve the right upon our sole discretion, from time to time, and/or at any time to:
i. amend the Swap Free charge; and/or
ii. amend the list of provided Instruments; and/or
iii. discontinue the Swap Free Trading Account without issuing further warning to you; and/or
iv. request any additional documents from you that we deem necessary for the Swap Free accounts provision.
d) In the event that we determine that an Order submitted by us is a Clearly Erroneous Order, we reserve the right to disable the relevant Trading Account to close only mode.
e) We will give you a Written Notice of our intention to disable the account to close only mode. You will have three (3) Business Days from the date of the Written Notice to resolve all Clearly Erroneous Orders.
f) If your Trading Account is in close only mode, you will not be permitted to open any new Positions or increase exposure under the existing ones. You will be permitted to close, part close, or reduce your exposure.
29. Intellectual property
29.1. In the case where you open any Account with us, you acknowledge and agree to the following:
29.2. You acknowledge that our intellectual property (“Company’s IP”) is confidential and has been developed by means of substantial investments of skill, time, effort, and money. You have no right or interest in our intellectual property (“Company’s IP”), which includes all:
a) copyrights;
b) trademarks;
c) trade secrets; and
d) other intellectual property rights and proprietary rights to the Website and if relevant, Publishing Channels in its totality, as well as its contents and any related materials.
These will remain, at all times, our sole and exclusive property.
29.3. You will protect the confidentiality of the Company’s IP and not allow website access to any third party. You will not:
a) publish, distribute, or otherwise make us liable to third parties, for any information derived from or relating to the Company’s IP; or
b) copy, modify, decompile, reverse engineer, or make derivative works of the Company’s IP
30. Miscellaneous
30.1. In the event that a situation arises that is not covered under the Operative Agreements, we will resolve the matter on the basis of good faith. Where appropriate, we will resolve the matter by taking such action as is consistent with prevailing market practice.
30.2. The rights and remedies provided to us under the Operative Agreements are cumulative and are not exclusive of any rights or remedies provided by law.
30.3. All actions related to the fulfillment of the Applicable Regulations and/or the usage of logins and passwords are considered executed by you. We do not bear responsibility for the unauthorised use of registration data by third parties.
30.4. You accept and understand that our official language is the English language, and you should always read and refer to our Website for all information and disclosures about us and our activities. For Indonesian clients and/or transactions subject to Indonesian commodity futures regulations, the Indonesia language versions of any mandatory Bappebti-form documents (including the Risk Disclosure and Mandate Agreement (Perjanjian Pemberian Amanat) shall prevail to the extent required by applicable regulations. English versions may be provided for convenience.
30.5. Translation or information provided in languages other than English in our local websites and where relevant Publishing Channels is for informational purposes only, and do not bind us or have any legal effect whatsoever. We have no responsibility or liability regarding the correctness of the information therein.
30.6. You will hold full responsibility for the accuracy of payments executed. If our bank details change, you will bear full responsibility for any payments carried out to the outdated bank details from the moment the new details are published in the Client Dashboard.
31. Applicable law and jurisdiction
31.1. This Schedule and the Operative Agreements will be governed by and construed in accordance with the jurisdiction stipulated in Schedule 1 of this Agreement.
31.2. The rights and remedies provided to us under the Operative Agreements are cumulative and are not exclusive of any rights or remedies provided by law.
32. Definitions and interpretation
32.1. Definitions provided in Schedule 1 of this Agreement will supersede any definitions provided in this Agreement where there is a discrepancy between the two.
32.2. In this Agreement, the words will have the following meaning: “Abnormal Market Conditions” means:
a) low liquidity in the market;
b) rapid price movements in the market;
c) considerable breaks in the Quotes Flow in the Client Dashboard;
d) fast price movements; and/ or
e) large Price Gaps.
“Access Data” means your access codes, any login code, password(s), his/her Trading Account number and any information required to make Orders with us;
“Applicable Regulations” will have the same meaning as ascribed to it in Schedule 1 of this Agreement;
“Ask” means the higher price in the Quote being the price at which you may buy;
“Balance” means the total amount of money in an account or wallet excluding negative balances and bad debt adjustments;
“Bid” means the lower price in the Quote being the price at which you may sell;
“Business Day” means any day between Monday and Friday, inclusive. It excludes the 25th of December, or the 1st of January, or any other holiday we announce on our Website;
“Business Hours” means the local time pursuant to the relevant jurisdiction on which banks are open in such jurisdiction on a Business Day;
“Clearly Erroneous Order” means an order at a price substantially different from the prevailing market for any given Instrument on a trading day, or an order outside the traded range for any given tradeable Instrument for a particular moment in time that may be in question;
“Client’s Dashboard” means the app or browser platform providing your official private access point to all services or any similar platform that substitutes such app or browser from time to time. These platforms serve as your official, private access point and comprehensive gateway to all Services, encompassing both trading and non-trading activities;
“Client” means any individual or legal entity who has submitted the Client Registration Form pursuant to this Agreement. It excludes:
a) stateless persons;
b) individuals under 18 years old, provided that individuals aged 18 to 20 submit a valid guardian consent letter; and
c) citizens or legal entities of the countries where our Services are not offered.
“Client Registration Form” means the document we use to gather essential information from you at the beginning of our professional relationship;
“Company” will have the same meaning as ascribed to it in Schedule 1 of this Agreement;
“Contract Specifications” means principal trading terms for each Instrument, displayed on the Website under the section with the same name;
“Equity” means: Balance + Floating Profit - Floating Loss;
“Floating Profit/Loss” means current profit/loss on Open Positions calculated at the current Quotes;
“Force Majeure Event” has the meaning ascribed to it in Clause 20 of this Agreement;
“Hedged Margin” means the margin required to open and maintain Matched Positions. The details for each Instrument are in the Contract Specifications;
“Inactive Account Fee” will mean a fee of USD $120 or equivalent per account per annum imposed by the Company, and/ or paid by the Client for his/her Inactive Account(s) held by the Company, as this may be amended from time to time;
“Initial Margin” means the margin required to start an Open Position;
“Instruction” means an instruction from you to us to open/close a Position or to place/modify/delete an Order;
“Instrument” means CFDs on various underlying assets. The full list of Instruments we currently offer can be found on the Website;
“Leverage” means a ratio (e.g., 1:20, 1:25, 1:40, 1:50, 1:100, 1:200, 1:500, 1:1000, 1:2000 and etc.) in respect of Transaction size and Initial Margin. 1:100 ratio means that in order to open a Position, the Initial Margin is one hundred times less than Transaction size;
“Long Position” means a buy Position that appreciates in value if market prices increase;
“Margin Level” means the correlation between Equity and the Necessary Margin shown as a percentage;
“Market Abuse” means any dishonest behaviour related to trading as described in the Applicable Regulations pursuant to applicable laws;
“Matched Positions” means Long and Short Positions of the same Transaction size opened on the Trading Account for the same Instrument;
“Necessary Margin” means the margin required by us to maintain Open Positions;
“Open Position” means a Long Position or a Short Position which is not a completed Transaction;
“Operative Agreements” means this Agreement and the agreements specifically listed in Schedule 1 of this Agreement. This encompasses all documents, policies, and terms that govern the relationship between the parties as detailed therein;
“Order” means an instruction from you to us to open or close a Position when the price reaches the amount indicated in the Order. It includes Market Order, Stop Loss and Take Profit orders;
“Order Execution Policy” means a document that describes the Company’s order execution arrangements in place to ensure that, when executing order, we take all sufficient steps to obtain the best possible results for clients;
“Price Gap” means the following:
a) the current Quote Bid is higher than the Ask of the previous Quote; or
b) the current Quote Ask is lower than the Bid of the previous Quote.
“Privacy Policy” means the document detailing our data protection and privacy practices, which is provided to you from time to time and may be updated periodically on our Website;
“Publishing Channels” shall have the same meaning as defined under Clause 2.12 herein; “Position” means expression of a market commitment, or exposure, held by a trader;
“Quote” means the information of the current price for a specific Instrument, in the form of the Bid and Ask prices;
“Quotes Flow” means the stream of Quotes in the Trading Platform for each Instrument;
“Request” means a request from you to us given to obtain a Quote. Such a Request will not constitute an obligation to make a Transaction;
“Services” will have the meaning as defined under Clause 2 herein;
“Short Position” means a sell Position that appreciates in value if market prices fall;
“Spread” meansthe revenue earned by a firm based on the difference between the bid/offer price and the midpoint price at the time the client trade is opened (Realized Spread+Unrealized Spread);
“Stop Loss” is an Order used to limit risk. It automatically closes your Open Position once it reaches a certain level of loss predefined by you;
“Stop Out” means an instruction to close your Open Position in a case of insufficient funds required for maintaining Open Positions. It does so without your consent or any prior notice. It is indicated by the Margin Level falling below the Stop Out Level. The Stop Out Level can be seen in the Trading Platform;
“Take Profit” means an Order to close an Open Position once it reaches a certain level of profit or better predefined by you; “Trading Account” means the unique personified registration system of all completed Transactions, Open Positions, Orders and deposit/withdrawal transactions in the Platform;
“Trading Platform” means all programs and technical facilities which provide:
a) real-time Quotes and allow Transactions to be made;
b) Orders to be placed/modified/deleted/executed; and
c) calculation of all mutual obligations between you and us.
The trading platform consists of the Server and the Client Dashboard including, but not limited to, MetaTrader 4, MetaTrader 5 and Proprietary Platforms (or any other replacement or successor Trading Platform that we may in our absolute discretion introduce from time to time).
“Transaction” means, where applicable, any order, trade, deposit, withdrawal, transfer, or other activity carried out by you or on your behalf in connection with your Trading Account, including without limitation, the opening or closing of positions and any related financing actions such as rollovers or swaps;
“Website” will have the same meaning as ascribed to it in Schedule 1 of this Agreement;
“Written Notice” will have the meaning set out in Clause 12 herein.
32.3. All references to a statutory provision include references to:
a) any statutory modification, consolidation or reenactment of it, whether before or after the date of these Operative Agreements, for the time being in force;
b) all statutory instruments or orders made pursuant to it; and
c) any statutory provision of which that statutory provision is a re‐enactment or modification.
32.4. Words denoting the singular include the plural and vice versa. Words denoting any gender include all genders.
32.5. Words denoting persons include corporations, partnerships, other unincorporated bodies and all other legal entities and vice versa.
32.6. Unless otherwise stated, a reference to a clause, party or a schedule is a reference to a clause in or a party or schedule to this Agreement respectively.
32.7. The clause headings are inserted for ease of reference only and do not affect the construction of the terms of this Agreement.
32.8. Any words whose meaning is not defined in this Client Agreement will have the meaning provided in the Terms of Business.
32.9. If a term is not defined in this Agreement but is defined in the relevant Schedule of this Agreement, the definition provided in the relevant schedule applies.
Schedule 1: PT. INVETRA TEKNOLOGI BERJANGKA (ITB)
1. Capacity
1.1. You can become our client only if:
a) You are an individual who is at least twenty-one (21) years old or at least the legal age in your respective jurisdiction; or
b) You are a body corporate in good standing that has the legal capacity to enter into the Operative Agreements; and
c) You are domiciled, located, or registered in a country where the distribution or use of our Instruments would not be contrary to local laws or regulations. It is your responsibility to know and comply with any local laws or regulations to which you are subject; and
d) You are not domiciled, located, or registered in a country from which we do not accept clients.
1.2. To comply with our legal and regulatory obligation, we can request that you provide any information or documentation reasonably required. You will provide it without any delay.
2. Joint accounts
2.1. Where the Client comprises two or more individuals, the liabilities and obligations under the Operative Agreements will be joint and several.
2.2. Any warning or other notice given to one of the persons which form the Client will be deemed to have been given to all the persons who form the Client.
2.3. Any Order given by one of the persons who form the Client will be deemed to have been given by all the persons who form the Client.
2.4. In the event of the death or incapacity of one of the persons which form the Client, all funds held by us or a third party, will be for the benefit and at the order of the other individual. Additionally, all obligations and liabilities owed to us will be owed by such other individual.
3. Client assets
3.1. Your funds will be at all times segregated from our funds as provided for in the Applicable Regulations. In case of our insolvency, your funds will not form a part of our proprietary assets under the Applicable Regulations or the laws of Indonesia on insolvency.
3.2. We are allowed to pool your funds with funds of our other clients and hold them in a segregated omnibus bank account. This account will be named in a manner that shows it does not hold our proprietary funds. We will use reasonable care when choosing a bank for safeguarding your funds.
3.3. We will reconcile our records of your funds balances kept on the segregated omnibus bank accounts with those of the bank with a frequency that is necessary to comply with our safeguarding duties. If due to reconciliation a transfer of funds should be made to or from a segregated omnibus bank account, this transfer will be initiated on the same Business Day as the reconciliation was performed.
3.4. We may hold your funds in segregated omnibus accounts in banks located outside Indonesia or pass your funds to an intermediate broker, settlement agent, or an over-the-counter counterparty located outside Indonesia to perform your Transaction.
3.5. We will use reasonable care when choosing these third parties. However, we cannot guarantee that your funds will receive the same level of protection as if they were held with or passed on to an entity in Indonesia.
3.6. The rules we follow when safeguarding and safekeeping your Instruments can be found in the Terms of Business.
3.7. At least once per year, we will send you a statement of the funds and Instruments held by you unless this information has been provided to you in another periodic statement.
3.8. Your funds will not earn any interest, and we will not pay any interest on any of your funds held by us.
4. Aggregation
4.1. We may aggregate Orders received from you. Aggregation means that we may combine your Orders with those of our other clients for execution as a single Order. We will aggregate Orders if we reasonably believe that this is in your best interest.
4.2. We cannot guarantee that aggregation will result in a more favourable execution price compared to standalone execution and cannot bear any related responsibility.
5. Confidentiality
5.1. The information which we hold about you is confidential and will not be used for any purpose other than providing Services to you. We will maintain the confidentiality of all your information and we are prohibited from disclosing such trading history to any third party, except where prior consent has been expressly obtained from you or where disclosure is otherwise required by law.
5.2. Your confidential information will be treated as such provided:
a) it is not already in the public domain or in our legal possession; and
b) it was subject to an obligation of confidentiality by us, at the time of its receipt by us.
5.3. Confidentiality information may only be disclosed in the following circumstances:
a) in compliance with our legal and regulatory obligations;
b) where required by law or as requested by regulatory and enforcement authorities, courts and similar bodies which have jurisdiction over us;
c) to investigate or prevent fraud or other illegal activity;
d) to those members of our personnel who require access to confidential information for the performance of their duties, or to any third party in connection with the provision of the Services to you by us;
e) for purposes ancillary to the provision of the Services (e.g., credit checks or identification enquiries);
f) at your request or with your consent;
g) and/or to your consultants, lawyers, and auditors, provided that in each case the relevant professional will be informed about the confidential nature of such information and commit to confidentiality obligations similar to the ones in this Clause 5.
5.4. You will, will, at all times, keep confidential information about our business, including information about our: operations; processes; products; technology; our intellectual property; Access Data; affairs; trading; Transactions; strategies; our clients; and suppliers.
6. Reporting requirements
6.1. Your Trading Account Balance, as well as any other information connected to your Transactions will be available at all times upon submitting a request to us.
6.2. By accepting this Agreement, you agree that you will have sufficient information to manage your Trading Account and that we comply with the applicable rules on client reporting requirements.
6.3. You agree not to receive a monthly, quarterly, or annual statement of your Trading Account Balance and trading activities, unless specifically requested to us in writing.
6.4. All records related to your instructions, Transactions, Orders as well as any other of your activities as our client will be maintained by us for seven (7) years after the date you stop being our client.
7. Intellectual property
7.1. You have no right to use “INVETRA” as: a) part of or a sole word while registering domain names; or b) as a nickname or alias in any public forum; or c) for any other unauthorised usage.
7.2. All copyrights, trademarks, trade secrets, and other intellectual property rights and proprietary rights to the Website, your Client Dashboard, Publishing Channels and your Platform in their totality, their contents, and any related materials (“INVETRA’s IP”) will remain at all times the sole and exclusive property of us or our affiliates.
7.3. You have no right to:
a) copy;
b) modify;
c) decompile:
d) reverse engineer; or
e) make derivative works,
of the Company’s IP unless otherwise specified in the Operative Agreements.
8. Complaints management procedure
8.1. To file a complaint with us, you should follow the rules of the Complaints or Complaints Management Policy that is available on our Website.
9. Applicable law and jurisdiction
9.1. This Schedule and the Operative Agreements will be governed by and construed in accordance with the laws of the Republic of Indonesia.
9.2. In the event of a dispute arising out of or relating to the Operative Agreements, you irrevocably agree to first seek settlement of that dispute with us under the Regulations for Non-Trading Operations or in accordance with our Complaints Management Policy, respectively.
9.3. If any dispute is not satisfactorily settled in accordance with Clause 10.2 above, then either party to the Agreement may commence proceedings in accordance with Clause 10.4 below.
9.4. With respect to any proceedings, you irrevocably:
a) agree that the courts of the Republic of Indonesia will have exclusive jurisdiction to settle any disputes in connection with the Agreement;
b) submit to the jurisdiction of the courts of the Republic of Indonesia;
c) waive your right to any objection which you may have at any time to the filing of any legal cases in any such courts;
d) agree not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over you.
9.5. You irrevocably waive, to the fullest extent permitted by law, with respect to you and your revenues and assets, all immunity from:
a) jurisdiction of any courts or arbitral proceedings;
b) relief by way of injunction, orders for specific performance, or for recovery of property;
c) attachment of your assets (whether obtained before or after judgment or award); and
d) the execution or enforcement of any judgment to which you and/or your revenues or assets might otherwise be the subject matter in any proceedings in arbitration or in courts
10. Definitions
10.1. Any defined terms that are not otherwise defined in this Schedule will have the meaning ascribed to it in the Agreement.
10.2. In this Schedule, unless the context otherwise requires:
a) “Applicable Regulations” means relevant laws and regulations on commodity futures trading in Indonesia, including regulations, circulars, guidelines and directives of the Commodity Futures Trading Supervisory Agency (Badan Pengawas Perdagangan Berjangka Komoditi, “Bappebti”), Indonesian Financial Services Authority (Otoritas Jasa Keuangan, “OJK”) and the Bank Indonesia in Indonesia, as amended from time to time;
b) “Company” means to PT INVETRA TEKNOLOGI BERJANGKA, a company registered in the Republic of Indonesia and licensed as a Futures Broker from Bappebti. Our company registration No. is 9120207172686 and our registered address is Menara Rajawali, 23rd Floor, JI. Dr. Ide Anak Agung Gde Agung Lot #5.1, Kuningan Timur, Setiabudi, South Jakarta, Indonesia, and any of its subsidiaries or affiliates as may be specified in this Schedule.
c) “Illicit Profit” means the profit which has been generated as a result of a specific default situation and/or during Abnormal Market Conditions.
d) “Operative Agreements” means the collective terms and conditions governing the relationship between you and us. These documents must be read thoroughly prior to commencing trading activities. In the event of a conflict or inconsistency, the documents will be given the following order of priority, with this clause being first in priority:
i. this Agreement;
ii. the Terms of Business;
iii. any Risk Disclosures;
iv. the Information on Anti-Money Laundering;
v. the Complaints Management Policy;
vi. the Privacy Policy; vii. the Regulations for Non-Trading Operations; viii. the Cookie Policy; and ix. any other document listed within the “Terms and Conditions” section of our Website.
Where two documents have the same priority in this list, priority will be given to the document later in time. Any conflicting provision in a document lower in the order of priority will be read down or, if necessary, severed to the extent required to resolve the conflict.
e) “Website” means our website at www.invetra.co.id or such other website as we may maintain from time to time for access by you.