Terms and Conditions
Terms & Conditions
1.1. The Agreement is entered by and between Seymour Marketing (hereinafter called the “Firm”) on the one part and the Client (which may be a legal entity or a natural person) who has completed the Account Opening Application Form and has been accepted by the Firm as a Client (“Client”) on the other part.
1.2. The Firm is registered at19 Leyden Street, London E1 7LE, United Kingdom.
1.3. This Client Agreement with the following documents found on the Firm’s Website, as amended from time to time: Client Classification Policy, Investor Compensation Fund, Risks Disclosure and Warnings Notice, Summary of Best Interest and Directive Realization Policy, Summary of Conflicts of Interest Policy (together, the “Agreement”) set out the terms upon which the Firm will offer Services to the Client. In addition, the various documents above set out the matters which the Firm is required to disclose to the Client under the Applicable Regulations.
1.4. The Agreement overrides any other agreements, arrangements, express or implied statements made by the Firm or any Introducer(s).
- Interpretation of Terms
2.1. In this Agreement:
“Access Data” shall mean the Login and Password of the Client, which are required so as to have access on and use the Platform.
“Account Opening Application Form” shall mean the application form/questionnaire completed by the Client in order to apply for the Firm’s Services under this Agreement and a Client Account, via which form/questionnaire the Firm will obtain amongst other things information for the Client’s identification and due diligence, his Classification and appropriateness or suitability (as applicable).
“Affiliate” shall mean in relation to the Firm, any entity which directly or indirectly controls or is controlled by the Firm, or any entity directly or indirectly under common control with the Firm; and “control” means the power to direct or the presence of ground to manage the affairs of the Firm or entity.
“Agreement” shall mean this “Client Agreement” and the following documents found on the Firm’s Website: the Client Classification Policy, Investor Compensation Fund, Risks Disclosure and Warnings Notice, Summary of Best Interest and Directive Realization Policy, Summary of Conflicts of Interest Policy, as amended from time to time and any subsequent Appendices added thereto.
“Binary Option” shall mean the Financial Instrument traded under this Agreement, which allows the traders to earn a fixed amount if they correctly predict whether the value of the Underlying Asset will reach above or below the Strike Price when it expires. If traders incorrectly predict the direction of the asset’s value, they lose their investment.
“Business Day” shall mean any day, other than a Saturday or a Sunday or any other Netherlands Antilles or international holidays to be announced on the Firm’s Website.
“Call Option” shall mean the one of the two option choices in Binary Options trading. If a trader believes that the value of the Underlying Asset will reach a higher value at the time of expiry, then they can purchase a call option.
“Event of Default” shall have the meaning given in paragraph 24.1.
“Financial Instrument” shall mean the Financial Instruments under the Firm’s license which can be found in the document “Firm Information” on the Website.
“Force Majeure Event” shall have the meaning as set out in paragraph 27.1.
“Introducer” shall have the meaning as set put in paragraph 35.1.
“Investment Services” shall mean the Investment Services under the Firm’s license which can be found in the document “Firm Information” on the Website.
“Open Position” shall mean any open option contract (call and / or put) which has not been closed.
“Directive” shall mean an instruction from the Client to trade in Binary Options. There are two types of Directives in Binary Option trading: Call Option and Put Option.
“Parties” shall mean the parties to this Client Agreement – the Firm and the Client.
“Platform” shall mean the electronic mechanism operated and maintained by the Firm, consisting of a trading platform, computer devices, software, databases, telecommunication hardware, programs and technical facilities, which facilitates trading activity of the Client in Binary Options via the Client Account.
“Professional Client” shall mean a “Professional Client”, as specified in the Client Classification Policy found in the Firm’s Website.
“Put Option” shall mean one of the two option choices in Binary Option trading. If a trader believes that the value of the underlying asset will drop to a lower value at the time of expiry, then they can purchase a call option.
“Retail Client” shall mean a “Retail Client”, as specified in the Client Classification Policy found in the Firm’s Website.
“Services” shall mean the services to be offered by the Firm to the Client under this Agreement, as set out in paragraph 6.1.
“Strike Price” shall mean the price at which the owner of an option can purchase (call) or sell (put) the Underlying Asset.
“Underlying Asset” shall mean the object or underlying asset in a Binary Option, which may be Currencies, Equity Indices, Metals, Forwards, Commodities, Stocks and Indices, Futures. It is understood that the list is subject to change and clients must refer each time on the Platform.
“Underlying Market” shall mean the relevant market where the Underlying Asset is traded.
“Website” shall mean the Firm’s website at www.BitPlutos.com or such other website as the Firm may maintain from time to time.
“Written Notice” shall have the meaning set out in paragraphs 23.3. and 23.4.
2.2. Words importing the singular shall import the plural and vice versa. Words importing the masculine shall import the feminine and vice versa. Words denoting persons include corporations, partnerships, other unincorporated bodies and all other legal entities and vice versa.
2.3. Paragraph headings are for ease of reference only.
2.4. Any reference to any act or regulation or Law shall be that act or regulation or Law as amended, modified, supplemented, consolidated, re-enacted or replaced from time to time, all guidance noted, directives, statutory instruments, regulations or Directives made pursuant to such and any statutory provision of which that statutory provision is a re-enactment, replacement or modification.
- Application and Commencement
3.1. After the Client fills in and submits the Account Opening Application Form, together with all the required identification documentation required by the Firm for its own internal checks, the Firm will send him or her a notice informing him or her whether he or she has been accepted as a Client of the Firm. It is understood that the Firm is not to be required (and may be unable under Applicable Regulations) to accept a person as its Client until all documentation it requires has been received by the Firm, properly and fully completed by such person and all internal Firm checks (including without restriction anti-capital laundering checks, appropriateness or suitability tests as the case may be) have been satisfied. It is further understood that the Firm reserves the right to impose additional due diligence requirements to accept Clients residing in certain countries.
3.2. The Agreement shall take effect and commence upon the receipt by the Client of a notice sent by the Firm informing the Client that he or she has been accepted as the Firm’s Client.
- Client Classification
4.1. According to Applicable Regulations, the Firm has to classify its Clients in one of the following categories: Retail Client, Professional Client or Eligible Counterparty. The Classification shall depend on the information provided by the Client in his Account Opening Application Form and according to the way of Classification as this way is explained under the Client Classification Policy found on the Firm’s Website. By accepting this Agreement the Client accepts application of such way. The Firm will inform the Client of his Classification according to Applicable Regulations.
4.2. The Client accepts that when classifying the Client and dealing with him or her, the Firm will rely on the accuracy, completeness and correctness of the information provided by the Client in his Account Opening Application Form and the Client has the responsibility to immediately notify the Firm in writing if such information changes at any time thereafter.
4.3. It is understood that the Firm has the right to review the Client’s Classification and change his Classification if this is deemed necessary (subject to Applicable Regulations).
5.1. In providing the Service of Reception and Transmission and Realization of Client Directives, the Firm is obliged under Applicable Regulations to seek information from a Client or potential Client regarding his knowledge and experience in the investment field relevant to the specific type of service or Financial Instrument offered or demanded, so as to enable the Firm to assess whether the service or Financial Instrument is appropriate for the Client. Where the Client or potential Client elects not to provide the information regarding his knowledge and experience, or where he or she provides insufficient information regarding his knowledge and experience, the Firm will not be able to determine whether the service or Financial Instrument is appropriate for him or her. The Firm shall assume that information about his knowledge and experience provided from the Client to the Firm is accurate and complete and the Firm shall have no responsibility to the Client if such information is incomplete or misleading or changes or becomes inaccurate and the Firm will be deemed to have performed its obligations under Applicable Regulations, unless the Client has informed the Firm of such changes.
6.1. Binary Options trading with the Firm involves the provision of the following investment and additional services from the Firm to the Client, subject to the Client’s obligations under the Agreement being fulfilled:
(a) Reception and transition of Directives of the Client in Binary Options.
(b) Realization of Directives in Binary Options.
(c) Foreign Currency Services, provided they are associated with the provision of the reception and transmission service of paragraph 6.1.(a) and (b) of the Agreement.
(d) Cash/collateral management, according to paragraph 16.
6.2. The Firm reserves the right, at its discretion, at any time to withdraw the whole or any part of the Services or types of Binary Options or Underlying Assets on a temporary or permanent basis and the Client agrees that the Firm will have no obligation to inform the Client of the reason.
6.3. It is understood that the Firm shall not hold any Client assets or Financial Instruments of the Client and shall not be providing safekeeping and administration of Financial Instruments for the account of Client or custodianship.
- Advice and Commentary
7.1. The Firm will not advise the Client about the merits of a particular Directive or give him or her any form of investment advice and the Client admits that the Services do not include the provision of investment advice in Binary Options or the Underlying Markets or Assets. The Client alone will decide how to handle his Client Account and place Directives and take relevant decisions based on his own judgment.
7.2. The Firm will not be under any duty to provide the Client with any legal, tax or other advice relating to any Transaction. The Client may wish to seek independent advice before entering into a Transaction.
7.3. The Firm may, from time to time and at its discretion, provide the Client (or in newsletters which it may post on its Website, or provide to subscribers via its Website or otherwise) with information, recommendations, news, market commentary or other information but not as part of its Services to the Client. Where it does so:
(a) The Firm will not be responsible for such information.
(b) The Firm gives no representation, warranty or guarantee as to the accuracy, correctness or completeness of such information or as to the tax or legal consequences of any related Transaction.
(c) This information is provided solely to enable the Client to make his own investment decisions and does not amount to investment advice or unsolicited financial promotions to the Client.
(d) If the document contains a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, the Client agrees that he or she will not pass it on to any such person or category of persons.
(e) The Client accepts that prior to dispatch, the Firm may have acted upon it itself to made use of the information on which it is based. The Firm does not make representations as to the time of receipt by the Client and cannot guarantee that he or she will receive such information at the same time as other clients.
7.4. It is understood that market commentary, news, or other information provided or made available by the Firm are subject to change and may be withdrawn at any time without notice.
- Trading on the Platform and Licence
8.1. Subject to the Client’s obligations under the Agreement being fulfilled, the Firm hereby grants the Client a limited License, which is non-transferable, non-Seymour Marketing and fully recoverable, to use the Platform (including the use if the Website and any associated downloadable software available from time to time) in order to place Directives in Binary Options.
8.2. The Firm reserves the right, at its discretion, at any time to withdraw the whole or any part of the License or the Platform or Website or downloadable software and to alter, change, modify, remove, limit or add any part or functionality or command or mode on a temporary or permanent basis and the Client agrees that the Firm will have no obligation to inform the Client of the reason.
8.3. The Firm does not guarantee that the Client will be able to access or use the Platform at all times and from any location.
8.4. The Firm has the right to shut down the Platform at any time for maintenance purposes without prior notice to the Client, but this will be done only in weekends. In these cases the Platform will be inaccessible.
8.5. The Client is solely responsible for providing and maintaining the compatible equipment necessary to access and use the Platform, which includes at least a personal computer, internet access by any means and telephone or other access line. Access to the Internet is an essential feature and the Client shall be solely responsible for any fees necessary in order to connect to the Internet.
8.6. The Client guarantees that he or she has installed and implemented appropriate means of protection relating to the security and integrity of his computer and that he or she has taken appropriate actions to protect his system from computer viruses or other similar harmful or inappropriate materials, devices, information or data that may potentially harm the Website, the Platform or other systems of the Firm. The Client further undertakes to protect the Firm from any wrongful transmissions of computer virus or other similarly harmful or inappropriate material or device to the Firm Platform from his personal computer.
8.7. The Firm will not be liable to the Client if his computer system fails, is damaged, destroyed and/or formatted. Furthermore, if the Client incurs delays and any other form of data integrity problems that are a result of his hardware configuration or mismanagement, the Firm shall not be liable.
8.8. The Firm will not be liable for any such disruptions or delays or problem in any communication experienced by the Client when using the Platform.
8.9. Directives with the Firm are placed only with the use of Access Data on the Platform, through the Client’s compatible personal computer connected to the Internet. It is agreed and understood that the Firm will be entitled to rely and act on any Directive given by using the Access Data on the Trading Platform without any further enquiry to the Client and any such Directives will be binding upon the Client.
- Intellectual Property
9.1. The Platform, all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, color scheme, graphics and data names are the sole and Seymour Marketing Intellectual Property (IP) of the Firm and are protected by local and international intellectual property laws and treaties. This Agreement does not convey an interest in or to the Platform but only a right to use the Platform according to the terms of this Agreement. Nothing in this Agreement constitutes a waiver of the Firm’s intellectual property rights.
9.2. Under no circumstances shall the Client obscure or remove any copyright, trademark or any other notices from any of the Firm’s IP or Website or Platform.
9.3. The Firm owns all the images displayed on its Website, the Platform and downloadable software and material. The Client may not use these images in any way other than the manner for which the Firm provides them.
9.4. The Client is allowed to store and print the information made available to him or her through the Firm’s Website or Platform including documents, policies, text, graphics, video, audio, software code, user interface design or logos. The Client is not allowed to alter, modify, publish, transmit, distribute, otherwise reproduce commercially exploit that information, in whole or in part, in any format to any third party without the Firm’s express written consent.
9.5. The Client represents and warrants that he or she will not use the IP or the Platform or Website in contravention to this Agreement, or for unauthorized or unlawful purposes and that , will use the IP, Platform and Website only for the benefit of his Client Account and not on behalf of any other person.
- Actions prohibited
10.1. It is absolutely prohibited for the Client to take any of the following actions:
(a) Use any software, which applies artificial intelligence analysis to the Firm’s systems and/or Platform.
(b) Intercept, monitor, damage or modify any communication which is not intended for him or her.
(c) Use any type of virus, worm, Trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble the Platform or the communication system or any system of the Firm.
(d) Send any unsolicited commercial communication not allowed under applicable law or Applicable Regulations.
(e) Do anything that will or may violate the integrity of the Firm computer system or Platform or cause such system(s) to malfunction or stop their operation.
(f) Unlawfully access or attempt to gain access, reverse engineer or otherwise circumvent any security measures that the Firm has applied to the Platform.
(g) Any action that could potentially allow the irregular or unauthorized access or use of the Platform.
(h) Taking advantage of any of the platform’s bugs, exploits or glitches. In case the customers encounters any of the mentioned before, they are to raport it to [email protected] without any delay.
10.2. Should the Firm reasonably suspect that the Client has violated the terms of paragraph 10.1, the Firm is entitled to take one or more of the following counter measures of paragraph 14.2.
- Security of Access Data
11.1. The Client agrees to keep secret and not to disclose his Access Data to any person.
11.2. The Client should not write down his Access Data. If the Client receives a written notification of his Access Data, he or she must destroy the notification immediately.
11.3. The Client agrees to notify the Firm immediately if he or she knows or suspects that his Access Data has or may have been disclosed to any unauthorized person. The Firm will then take steps to prevent any further use of such Access Data and will issue replacement Access Data. The Client will be unable to place any Directives until he or she receives the replacement Access Data.
11.4. The Client agrees that he or she will co-operate with any investigation the Firm may conduct into any misuse or suspected misuse of his Access Data.
11.5. The Client admits that the Firm bears no responsibility if unauthorized third persons gain access to information, including electronic addresses, electronic communication, personal data and Access Data when the above are transmitted between the parties or any other party, using the internet or other network communication facilities, post, telephone, or any other electronic means.
11.6. If the Firm is informed from a reliable source that the Access Data of the Client may have been received by unauthorized third parties, the Firm may, at its discretion, without having any obligation to the Client, deactivate the Client Account.
- Realization of Directives
12.1. Directives placed on the Platform are realized according to the Summary of Best Interest and Directive Realization Policy, found on the Firm’s Website.
12.2. The Firm will use reasonable efforts to realize a Directive, but it is agreed and understood that, despite the Firm’s reasonable efforts, transmission or realization may not always be achieved at all, for reasons beyond the control of the Firm.
- Decline of Client’s Directives
13.1. Without prejudice to any other provisions herein, the Firm is entitled, at any time and at its discretion, without giving any notice or explanation to the Client to restrict the Client’s trading activity, to cancel Directives, to decline or refuse to transmit or realize any Directive of the Client, and the Client has no right to claim any damages, specific performance or compensation whatsoever from the Firm, in any of the following cases:
(a) Internet connection or communications are disrupted.
(b) Where the legality or genuineness of the Directive is under doubt.
(c) In consequence of request of regulatory or supervisory authorities of Netherlands Antilles or a court Directive.
(d) The Firm has sent a notice of Termination of the Agreement to the Client.
(e) The system of the Firm rejects the Directive due to trading limits imposed.
(f) A Force Majeure Event has occurred.
(g) In an Event of Default of the Client.
(h) Under abnormal market conditions.
(i) The Client does not hold adequate funds in his Balance for the specific Directive.
- Events of Default
14.1. Each of the following constitutes an “Event of Default”:
(a) The failure of the Client to perform any obligation due to the Firm.
(b) The Client is unable to pay the Client’s debts.
(c) Where any guarantee made by the Client in paragraph 29 is or becomes untrue.
(d) The Client (if the Client is a person) dies or is declared absent or becomes of unsound mind.
(e) Any other circumstance where the Firm reasonably believes that it is necessary or desirable to take any action set out in paragraph 14.2.
(f) An action set out in paragraph 14.2 is required by a competent regulatory authority, body, or court.
(g) The Client involves the Firm in any type of fraud or illegality or breach of Applicable Regulations or is at risk of involving the Firm in any type of fraud or illegality or breach of Applicable Regulations.
(h) If the Firm suspects that the Client is engaged into capital laundering activities, or terrorist financing, or card fraud, or other criminal activities.
(i) The Firm reasonably suspects that the Client performed a prohibited action as set out in paragraph 10.
(j) In cases of material violation by the Client of the requirements established by legislation of the Netherlands Antilles or other countries, such materiality determined in good faith by the Firm.
(k) The Firm reasonably suspects that the Client performed abusive trading such as, but not limited to, scalping, arbitrage, manipulations or a combination of faster/slower feeds.
(l) The Firm reasonably suspects that the Client opened the Client Account fraudulently.
14.2. If an Event of Default occurs, the Firm may, at its absolute discretion, at any time and without prior Written Notice, take one or more of the following actions:
(a) Terminate this Agreement immediately without prior notice to the Client.
(b) Cancel any Open Positions.
(c) Temporarily or permanently bar access to the Platform or suspend or prohibit any functions of the Platform.
(d) Cancel of profits gained through abusive trading or the application of artificial intelligence in the Client Account.
(e) Take legal action for any losses suffered by the Firm.
(f) Reject or Decline or refuse to transmit or realize any Directive of the Client.
(g) Restrict the Client’s trading activity.
(h) In the case of fraud, reverse the funds back to real owner or according to the instructions of the law enforcement authorities of the relevant country.
- Trade Confirmations
15.1. The Firm shall provide the Client with adequate reporting on his Directives. For this reason, the Firm will provide the Client with an online access to his Client Account via the Platform, which will provide him or her with sufficient information in regards to client reporting requirements.
15.2. If the Client has a reason to believe that the Confirmation is wrong or if the Client does not receive any Confirmation when he or she should, the Client shall contact the Firm within three Business Days from the date the Firm of the Directive was sent or ought to have been sent (in the event that a Conformation was not sent). If the Client expresses no objections during this period, the content is considered as approved by him or her and shall be deemed conclusive.
- Client’s capital Handling Regulations
16.1. The Firm will promptly place any Client’s capital it receives into one or more segregated account(s) with reliable financial institutions (i.e. an intermediate broker, a bank, a market, a settlement agent, a clearing house or OTC counterparty) and the Client funds will be segregated from the Firm’s own capital and cannot be used in the course of its business.
16.2. The Firm may hold Client’s capital and the capital of other clients in the same account (omnibus account).
16.3. The Firm shall not account to the Client for profits or interest earned on Client’s capital (other than profit gained through trading Transactions from his Client Account(s) under this Agreement) and the Client waives all right to interest.
16.4. The Firm may deposit Client’s capital in overnight deposits and will be allowed to keep any interest.
16.5. The Firm may deposit Client’s capital with a third party (i.e. intermediate broker, a bank, a market, a settlement agent, a clearing house or OTC counterparty) who may have a security interest, lien or right of set-off in relation to that capital.
16.6. Client’s capital may be held on the Client’s behalf with an intermediate broker, a bank, a market, a settlement agent, a clearinghouse or OTC counterparty located within or outside Gibraltar or the EEA. The legal and regulatory regime applying to any such person outside Netherlands Antilles or the EEA will be different from that of Netherlands Antilles and in the event of the insolvency or any other equivalent failure of that person, the Client’s capital may be treated differently from the treatment which would apply if the capital was held in a Segregated Account in Netherlands Antilles. The Firm will not be liable for the solvency, acts or omissions of any third party referred to in this paragraph.
16.7. The third party to whom the Firm will pass capital may hold it in an omnibus account and it may not be possible to separate it from the Client’s capital, or the third party’s capital. In the event of the insolvency or any other analogous proceedings in relation to that third party, the Firm may only have an unsecured claim against the third party on behalf of the Client, and the Client will be exposed to the risk that the capital received by the Firm from the third party is insufficient to satisfy the claims of the Client with claims in respect of the relevant account. The Firm does not accept any liability or responsibility for any resulting losses.
16.8. The Firm is a member of the Investors Compensation Fund (ICF). So, depending on his classification, the Client may be entitled to compensation from the ICF in the event that the Firm is unable to meet its obligations as explained in the document with the title Investors Compensation Fund, found on the Firm’s Website.
16.9. It is understood that profit or loss from trading is deposited in/withdrawn from the Client Account at the end of the Business Day when the Directive is completed.
- Inactive and Dormant Client Accounts
17.1. If the Client Account is inactive for four years or more, and after notifying the Client in its last known address, the Firm reserves the right to close the Client Account and render it dormant. Capital in the dormant account shall remain owing to the Client and the Firm shall make and retain records and return such funds upon request by the Client at any time thereafter.
- Initial Activation, Deposits to and Withdrawals from the Client Account
18.1. The Client Account shall be activated upon the Client depositing the minimum initial deposit, according to the type of Client Account, as determined by the Firm in its discretion from time to time.
18.2. The Client may deposit funds into the Client Account at any time during the course of this Agreement. Deposits will be made via the ways accepted by the Firm from time to time. The Firm will not accept third party or anonymous payments in the Client Account. The detailed information about deposit options is shown on the Website.
18.3. The Firm shall have the right to request the Client at any time any documentation to confirm the source of funds deposited into the Client Account. The Firm shall have the right to reject a deposit of the Client if the Firm is not duly satisfied as to the legality of the source of funds.
18.4. If the Client makes a deposit, the Firm shall credit the relevant Client Account with the relevant amount actually received by the Firm within one Business Day following the amount is cleared in the bank account of the Firm.
18.5. If the funds sent by the Client are not deposited in the Client Account when they were supposed to, the Client shall notify the Firm and request from the Firm to make a banking investigation of the transfer. The Client agrees that any charges of the investigation may be deducted from his Client Account or paid directly to the bank performing the investigation. The Client comprehends and agrees that, in order to perform the investigation, the Client shall have to provide the Firm with the requested documents and certificates.
18.6. The Firm shall effect withdrawals of Client’s funds upon receiving a relevant request from the Client in the way accepted by the Firm from time to time.
18.7. Upon the Firm receiving an instruction from the Client to withdraw funds from the Client Account, the Firm shall pay the said amount within five (5) Business Days, if the following requirements are met:
(a) the withdrawal instruction includes all necessary information in the Personal Area;
(b) the instruction is to make a transfer to the originating account (whether that is a bank account, a payment system account etc.) from which the capital was originally deposited in the Client Account or at the Client’s request to a bank account belonging to the Client;
(c) the Client must be fully verified according to Verification guidelines set forth on the website. It applies to all Customers using FIAT currencies. On special occasions, the Firm might ask for verification documents any Bitcoin user if some fraud/exploit/abuse attempts arise.
(d) the account where the transfer is to be made belongs to the Client;
(e) at the moment of payment, the Client’s Balance exceeds the amount specified in the withdrawal instruction including all payment charges;
(f) there is no Force Majeure event which prohibiting the Firm from effecting the withdrawal.
18.8. It is agreed and understood that withdrawals will only be effected towards the Client. The Firm will not to make withdrawals to any other third party or anonymous account.
18.9. The Firm reserves the right to decline a withdrawal request of the Client asking for a specific transfer way and the Firm has the right to suggest an alternative.
18.10. All payment and transfer charges of third parties will be borne by the Client and the Firm shall debit the relevant Client Account for these charges.
18.11. Mistakes made by the Firm during transfer of funds shall be refunded to the Client. It is understood that should the Client provide wrong instructions for a transfer, the Firm may be unable to correct the mistake and the Client may have to bear the loss.
19.1. The Firm shall have a general lien on all funds held by the Firm or its Associates or its nominees on the Client’s behalf until the satisfaction of his obligations.
- Netting and Set-Off
20.1. If the aggregate amount payable by the Client is equal to the aggregate amount payable by the Firm, then automatically the mutual obligations to make payment are set-off and cancel each other.
20.2. If the aggregate amount payable by one party exceeds the aggregate amount payable by the other party, then the party with the larger aggregate amount shall pay the excess to the other party and all obligations to make payment will be automatically satisfied and discharged.
20.3. The Firm has the right to combine all or any Client Accounts opened in the Client name and to consolidate the Balances in such accounts and to set-off such Balances in the event of Termination of the Agreement.
- Fees, Taxes and Inducements
21.1. The Firm does not charge trading fees or commissions on the Client.
21.2. Certain withdrawal fees, inactivity of Client Account fees may apply depending on the Client. The applicable fees may be found on the Firm’s Website.
21.3. The Firm may vary its fees from time to time. The Firm will send a Written Notice to the Client informing of any changes, before they come into effect. The variation will take effect from the date which the Firm specifies in its notification to the Client.
21.4. It is agreed and understood that the Client shall be solely be in charge of all filings, tax returns and reports which should be made to any relevant authority, whether governmental or otherwise, and for payment of all taxes (including but not limited to any transfer or value added taxes), arising out of or in connection with his trading activity with the Firm hereunder.
21.5. The Client undertakes to pay all stamp expenses relating to this Agreement and any documentation which may be required for the currying out of the transactions under this Agreement.
22.1. The Firm’s official language is the English language and the Client should always read and refer to the main Website for all information and disclosures about the Firm and its activities. Translation or information provided in languages other than English is for informational purposes only and do not bind the Firm or have any legal effect whatsoever, the Firm having no responsibility or liability regarding the correctness of the information therein.
- Communications and Written Notices
23.1. Unless the contrary is specifically provided in this Agreement, any notice, request or other communication to be given to the Firm by the Client under the Agreement shall be sent to the Firm’s address below (or to any other address which the Firm may from time to time specify to the Client for this purpose) by email, facsimile, post if posted in the United Kingdom, or airmail if posted outside the United Kingdom, or commercial courier service and shall be deemed delivered only when actually received by the Firm at:
19 Leyden Street, London E1 7LE, United Kingdom.
23.2. In order to communicate with the Client, the Firm may use any of the following ways: email, Platform’s internal mail, facsimile transmission, telephone, post, commercial courier service, air mail or the Firm’s Website.
23.3. The following ways of communication are considered as Written Notice from the Firm to the Client: email, Platform’s internal mail, facsimile transmission, post, commercial courier service, air mail or the Firm’s Website.
23.4. The following ways of communication are considered as Written Notice from the Client to the Firm: email, facsimile transmission, post, commercial courier service, airmail, or commercial courier.
23.5. Any communications sent to the Client (documents, notices, confirmations, statements, reports etc.) are deemed received:
(a) If sent by email, within one hour after emailing it and provided the email has left from the Firm’s outlook.
(b) If sent by the Platform’s internal mail, immediately after sending it.
(c) If sent by fax, upon receipt by the sender of a transmission report from its facsimile machine confirming receipt of the message by recipient’s facsimile machine.
(d) If sent by airmail, eight Business Days after the date of their dispatch.
(e) If posted on the Firm Webpage, within one hour after it has been posted.
(f) If sent by telephone, once the telephone conversation has been finished.
(g) If sent by post, seven calendar days after posting it.
(h) If sent via commercial courier service, at the date of signing of the document on receipt of such notice.
23.6. In order to communicate with the Client, the Firm will use the contact details provided by the Client whilst opening the Client Account or as updated latter on. Hence, the Client has an obligation to notify the Firm immediately of any change in the Client’s contact details.
23.7. Faxed documents received by the Firm may be electronically scanned and reproduction of the scanned version shall constitute conclusive evidence of such faxed instructions.
- Personal Data, Confidentiality, Recording of Telephone Calls and Records
24.1. The Firm may collect client information directly from the Client (in his completed Account Opening Application Form or otherwise) or from other persons including, for example, the credit reference agencies, fraud prevention agencies, banks, other financial institutions, third authentication service providers and the providers of public registers.
24.2. Client information which the Firm holds, is to be treated by the Firm as confidential and will not be used for any purpose other than in connection with the provision, administration and improvement of the Services, anti-capital laundering and due diligence checks, for research and statistical purposes and for marketing purposes. Information already in the public domain, or already possessed by the Firm without a duty of confidentiality will not be regarded as confidential.
24.3. The Firm has the right to disclose Client information (including recordings and documents of a confidential nature, card details) in the following circumstances:
(a) Where required by law or a court Directive by a competent Court.
(b) Where requested by Netherlands Antilles license or any other regulatory authority having control or jurisdiction over the Firm or the Client or their associates or in whose territory the Firm has Clients.
(c) To relevant authorities to investigate or prevent fraud, capital laundering or other illegal activity.
(d) To such an extent as reasonably required so as to realize Directives and for purposes additional to the provision of the Services.
(e) To credit reference and fraud prevention agencies, third authentication service providers, banks and other financial institutions for credit checking, fraud prevention, anti-capital laundering purposes, identification or due diligence checks of the Client. To do so they may check the details the Client supplied against any particulars on any database (public or otherwise) to which they have access. They may also use Client details in the future to assist other companies for verification purposes. A record of the search will be retained by the Firm.
(f) To the Firm’s professional advisors provided that in each case the relevant professional shall be informed about the confidential nature of such information and commit to the confidentiality herein obligations as well.
(g) To other service providers who create, maintain or process databases (whether electronic or not), offer record keeping services, email transmission services, messaging services or similar services which aim to assist the Firm collect, storage, process and use Client information or get in touch with the Client or improve the provision of the Services under this Agreement.
(h) Where necessary in Directive for the Firm to defend or exercise its legal rights to any court or tribunal or arbitrator or Ombudsman or governmental authority.
(i) At the Client’s request or with the Client’s consent.
(j) To data reporting service providers.
(k) To other service providers for statistical purposes in order to improve the Firm’s marketing, in such a case the data will be provided in an aggregate form.
(l) To market research call centers that provide telephone or email surveys with the purpose to improve the services of the Firm, in such a case only the contact details the data will be provided.
24.4. If the Client is an individual, the Firm will use, store, process and handle personal information provided by the Client in connection with the provision of the Services, in accordance the Processing of Personal Data (Protection of the Person) Law of 2001 and the Firm is obliged to supply the Client, on request, with a copy of personal data which it holds about the Client (if any), provided that the Client pays an administrative fee.
24.5. By entering into this Agreement, the Client will consent to the transmittal of the Client’s personal data outside the European Economic Area, according to the provisions of Processing of Personal Data (Protection of the Person) Law of 2001 for the reasons specified in paragraph 24.3.
24.6. Telephone conversations between the Client and the Firm may be recorded and kept by the Firm and recordings will be the sole property of the Firm. The Client accepts such recordings as conclusive evidence of the Directives or conversations so recorded.
24.7. The Client accepts that the Firm may, for the purpose of administering the terms of the Agreement, from time to time, make direct contact with the Client by telephone, fax, email, or post.
24.8. The Client accepts that the Firm or any Affiliate of the Firm or any other Firm in the same group of the Firm may make contact with the Client, from time to time, by telephone, fax, email or post for marketing purposes to bring to the Client’s attention products or services that may be of interest to him or her or to conduct market research.
24.9. Under Applicable Regulations, the Firm will keep records containing Client personal data, trading information, account opening documents, communications and anything else which relates to the Client for at least five years after termination of the Client Agreement.
- Amendment of the Agreement
25.1. Unless provided differently elsewhere in this Agreement, the Firm has the right to amend the terms of the Agreement at any time giving to the Client at least three Business Days Written Notice prior to such changes. Any such amendments will become effective on the date specified in the notice. The Client admits that a variation, which is made to reflect a change of law or regulation, may, if necessary, take effect immediately.
- Termination and Results of Termination<
26.1. Without prejudice to the Firm’s rights under this Agreement to terminate it without immediately without prior notice to the Client, each Party may terminate this Agreement with immediate effect by giving at least five Business Days Written Notice to the other Party.
26.2. Termination by any Party will not affect any obligation which has already been incurred by either Party or any legal rights or obligations which may already have arisen under the Agreement or any transactions made hereunder.
26.3. Upon termination of this Agreement, all amounts payable by the Client to the Firm will become immediately due and payable including (but without restriction) all outstanding costs and any other amounts payable to the Firm, any charges and additional expenses incurred or to be incurred by the Firm as a result of the termination of the Agreement.
26.4. Once notice of termination of this Agreement is sent:
(a) the Client will have an obligation close all his Open Positions. If he or she fails to do so, upon termination, the Firm will close any Open Positions;
(b) the Firm will be entitled to cease to grant the Client access to the Platform or may limit the functionalities the Client is allowed to use on the Platform;
(c) the Firm will be entitled to refuse to the Client to withdraw capital from the Client Account and the Firm reserves the right to keep Client’s funds as necessary to close positions which have already been opened and/or pay any pending obligations of the Client under the Agreement.
(d) the Firm will be entitled to refuse to accept new Directives from the Client.
26.5. Upon Termination any or all the following may apply:
(a) The Firm has the right to combine any Client Accounts of the Client, to consolidate the Balances in such Client Accounts and to set off those Balances;
(b) The Firm has the right to close out the Client’s Open Positions;
(c) The Firm has the right to close the Client Account(s);
(d) The Firm has the right to convert any currency;
(e) In absence of illegal activity or suspected illegal activity or fraud of the Client or instructions from the relevant authorities, if there is Balance in the Client’s favor, the Firm will (after withholding such amounts that in the Firm’s absolute discretion considers appropriate in respect of future liabilities) pay such Balance to the Client as soon as reasonably practicable and supply him or her with a statement showing how that Balance was arrived at and, where appropriate, instruct any Nominee or/and any Custodian to also pay any applicable amounts. It is understood that the Firm will effect payments only to an account in the name of the Client. The Firm has the right to refuse, at its discretion, to effect thirty party payments.
- Force Majeure
27.1. A Force Majeure Event includes without restriction each of the following:
(a) Government actions, the outbreak of war or hostilities, the threat of war, acts of terrorism, national emergency, riot, civil disturbance, sabotage, requisition, or any other international calamity, economic or political crisis.
(b) Act of God, earthquake, tsunami, hurricane, typhoon, accident, storm, flood, fire, epidemic, or other natural disaster.
(c) Labor disputes and lockout.
(d) Suspension of trading on a Market, or the fixing of minimum or maximum prices for trading on a Market, a regulatory ban on the activities of any party (unless the Firm has caused that ban), decisions of state authorities, governing bodies of self-regulating organizations, decisions of governing bodies of organized trading platforms.
(e) The imposition of limits or special or unusual terms on the trading in any such market or on any such event.
(f) A financial services moratorium having been declared by appropriate regulatory authorities or any other acts or regulations of any regulatory, governmental, supervisory, regulatory or supranational body or authority.
(g) Breakdown, failure or malfunction of any electronic, network and communication lines (not due to the bad faith or willful default of the Firm).
(h) Any event, act or circumstances not reasonably within the Firm’s control and the effect of that event(s) is such that the Firm is not in a position to take any reasonable action to cure the default.
27.2. If the Firm determines in its reasonable opinion that a Force Majeure Event exists (without prejudice to any other rights under the Agreement), the Firm may without prior notice and at any time take any or all of the following steps:
(a) suspend or modify the application of any or all terms of the Agreement to the extent that the Force Majeure Event makes it impossible or impractical for the Firm to comply with them.
(b) take or omit to take all such other actions as the Firm deems to be reasonably appropriate in the circumstances with regard to the position of the Firm, the Client and other clients.
(c) shut down the Platform, in case of malfunction, for maintenance or to avoid damage.
(d) inactivate the Client Account.
(e) cancel any Client Directives.
(f) refuse to accept Directives from Clients.
27.3. Except as expressly provided in this Agreement, the Firm will not be responsible for any type of loss or damage arising out of any failure, interruption, or delay in performing its obligations under this Agreement where such failure, interruption or delay is due to a Force Majeure event.
- Restrictions of Liability and Indemnity
28.1. In the event the Firm provides information, recommendations, news, information relating to transactions, market commentary or research to the Client (or in newsletters which it may post on its Website or provide to subscribers via its Website or otherwise), the Firm shall not, in the absence of its fraud, willful default or gross negligence, be responsible for any losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any such information given.
28.2. The Firm will not be held responsible for any loss or damage or expense or loss incurred by the Client in relation to, or directly or indirectly arising from but not limited to:
(a) Any error or failure or interruption or disconnection in the operation of the Platform, or any delay caused by the Client Terminal or Transactions made via the Client Terminal, any technical problems, system failures and malfunctions, communication line failures, equipment or software failures or malfunctions, system access issues, system capacity issues, high internet traffic demand, security breaches and unauthorized access, and other similar computer problems and defects.
(b) Unauthorized third persons having access to information, including electronic addresses, electronic communication, personal data and Access Data when the above are transmitted between the Parties or any other party, using the Internet or other network communication facilities, post, telephone, or any other electronic means.
(c) Any failure by the Firm to perform any of its obligations under the Agreement as a result of Force Majeure Event or any other cause beyond its control.
(d) Any person obtaining the Client’s Access Data that the Firm has issued to the Client prior to the Client’s reporting to the Firm of the misuse of his Access Data.
(e) The contents, correctness, accuracy and completeness of any communication spread by the use of the Platform.
(f) Any of the risks of the Risks Disclosure and Warnings Notice, found on the Firm’s Website.
(g) Any changes in the rates of tax.
(h) Any actions or representations of the Introducer.
(i) Any acts or omissions (including negligence and fraud) of the Client.
28.3. If the Firm, its Directors, Officers, employees, Affiliates, or Agents incur any claims, damage, liability, costs or expenses, which may arise in relation to the realization or as a result of the realization of the Agreement and/or in relation to the provision of the Services and/or in relation to the use of the Platform, that the Firm, its Directors, Officers, employees, Affiliates, or Agents bear no responsibility whatsoever, it is the Client’s responsibility to indemnify the Firm for such.
28.4. The Firm shall in no circumstances be liable to the Client for any consequential, special, incidental or indirect losses, damages, loss of profits, loss of opportunity (including in relation to subsequent market movements), costs or expenses the Client may suffer in relation to the Agreement, the provision of the Services or the use of the Platform.
28.5. The Firm’s cumulative liability to the Client shall not exceed the fees paid to the Firm under this Agreement in relation to the particular Client for the Provision of the Services and use of the Platform.
- Representations and Warranties
29.1. The Client represents and warrants to the Firm the following:
(a) The Client is at least 18 years old, or the age of legal consent for engaging in financial investment activities under the laws of any jurisdiction that applies to him or her.
(b) The Client is of sound mind and capable of taking decisions for his own actions.
(c) There are no restrictions on the markets or financial instruments in which any Transactions will be sent for realization, depending on the Client’s nationality or religion.
(d) The Client is acting as a principal and not as agent or representative or trustee or custodian on behalf of someone else. The Client may act on behalf of someone else only if the Firm specifically consents to this in writing and provided all the documents required by the Firm for this purpose are received.
(e) The information provided by the Client to the Firm in the Account Opening Application Form and at any time thereafter is true, accurate and complete and the documents handed over by the Client are valid and authentic.
(f) All actions performed under the Agreement will not violate any law or rule applicable to the Client or to the jurisdiction in which the Client is resident, or any agreement by which the Client is bound or by which any of the Client’s assets or funds are affected.
(g) The Client is duly authorized to enter into the Agreement, to give Directives and to perform its obligations hereunder.
(h) The Client is the person who has completed the Account Opening Application Form or, if the Client is a Firm, the person who has completed Account Opening Application Form on the Client’s behalf is duly authorized to do so.
(i) The Client has read and fully understood the terms of the Agreement including the information in the Appendices.
(j) The Client funds used for trading are not in any direct or indirect way the proceeds of any illegal activity or used or intended to be used for terrorist financing.
(k) He has read and comprehends the Risks Disclosure and Warnings Notice found on the Firm’s Website.
(l) The Client is not a Politically Exposed Person and does not have any relationship (for example relative or business associate) with a person who holds or held in the last twelve months a prominent public position. If the above statement is untrue and in the event that the Client has not disclosed this already in the Account Opening Application Form, he or she will inform the Firm as soon as possible will notify the Firm if at any stage during the course of this Agreement he or she becomes a Politically Exposed Person.
(m) The Client consents to the provision of the information of the Agreement by means of a Website.
(n) The Client confirms that he or she has regular access to the internet and consents to the Firm providing him or her with information, including, without restriction, information about amendments to the terms and conditions, costs, fees, this Agreements, Policies and information about the nature and risks of investments by posting such information on the Website.
- Complaints and Disputes
30.1. If the Client wishes to lodge a complaint, he or she must send an email [email protected] The Firm will send back an initial response within two Business Days from the receipt of the Client complaint. If the complaint requires further investigation and the Firm cannot resolve it within two Business Days, the Firm will issue a holding response. When a holding response is sent, it will indicate when the Firm will make further contact (which should be within eight weeks of receipt of the Complaint).
30.2. If a situation arises which is not expressly covered by this Agreement, the Parties agree to try to resolve the matter on the basis of good faith and fairness and by taking such action as is consistent with market practice.
30.3. It is noted that the Client has the right to lodge a complaint at the Financial Ombudsman body of Netherlands Antilles, once this body is activated.
30.4. The Client’s right to take legal action remains unaffected by the existence or use of any complaints procedures referred to above.
- Applicable and Governing Law and Applicable Regulations
31.1. If a settlement is not reached by the means described in paragraph 29, all disputes and controversies arising out of or in connection with the Agreement shall be finally settled in court in the Netherlands Antilles.
31.2. All transactions on behalf of the Client shall be subject to Applicable Regulations and any other public authorities, as they are amended or modified from time to time. The Firm shall be entitled to take or omit to take any measures which it considers necessary to ensure compliance with the Applicable Regulations, the relevant market Regulations. Any such measures as may be taken shall be binding on the Client.
31.3. This Agreement is governed by the Laws of Netherlands Antilles.
32.1. Should any part of this Agreement be held by any Court of competent jurisdiction to be unenforceable or illegal or contravene any rule, regulation or by law of any Market or regulator, that part will be deemed to have been excluded from this Agreement from the beginning, and this Agreement will be interpreted and enforced as though the provision had never been included and the legality or enforceability of the remaining provisions of the Agreement or the legality, validity or enforceability of this provision in accordance with the law and/or regulation of any other jurisdiction, shall not be affected.
- Non-Exercise of Rights
33.1. Either Party’s failure to seek redress for violations, or to insist upon strict performance, of any condition or provision of this Agreement, or its failure to exercise any or part of any of right or remedy to which that Party is entitled under this Agreement, shall not constitute an implied waiver thereof.
34.1. The Firm may at any time transfer, assign or amend any of its rights, benefits or obligations under this Agreement or the entire Agreement subject to providing previous Written Notice to the Client.
34.2. The Firm may sell, transfer or otherwise share some or all of our assets, including among others your Personal Information and Log Data, in connection with a merger, acquisition, reorganization or sale of all or substantially all of our shares or assets, or in the event of our bankruptcy.
34.3. The Client may not transfer, assign, charge, amend or otherwise transfer or purport to do so the Client’s rights or obligations under the Agreement.
35.1. In cases where the Client is introduced to the Firm through a third person such as a business introducer or associate network who performs marketing for the Firm (both called “Introducer”), the Client admits that the Firm is not responsible or accountable for the conduct and/or representations of the Introducer and the Firm is not bound by any separate agreements entered into between the Client and the Introducer.
35.2. The Client admits and confirms that his agreement or relationship with the Introducer may result in additional costs, since the Firm may be obliged to pay commission fees or charges to the Introducer. If such apply they will be disclosed to the Client as provided under Applicable Regulations.
- Third Party Links
36.1 Our website(s) contain links to websites operated by other parties. We provide the links for your convenience, but we do not review, control or monitor the privacy or other practices of websites operated by other. We are not in charge of the performance of websites operated by third parties or for your business dealings with them.
All the Bitcoin transactions are processed by cubits.com.
37.1. All rights and remedies provided to the Firm under the Agreement are cumulative and are not Seymour Marketing of any rights or remedies provided by law.
37.2. Where the Client comprises two or more persons, the liabilities and obligations under the Agreement shall be joint and several. Any warning or other notice given to one of the persons which form the Client shall be deemed to have been given to all the persons who form the Client. Any Directive given by one of the persons who form the Client shall be deemed to have been given by all the persons who form the Client.
37.3. In the event of the death or mental incapacity of one of the persons who form the Client, all funds held by the Firm or its Nominee, will be for the benefit and at the Directive of the survivor(s) and all obligations and liabilities owed to the Firm will be owed by such survivor(s).
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