This Agreement ("Agreement") is entered into between OnFin ltd, registered address: Moheli Corporate Services LTD P.B. 1257 Bonovo Road, Fomboni, KM (Comoros), registered under number HT00224026 and licensed by the Mwali International Services Authority, Island of Mohéli (hereinafter referred to as the "Company"), and the party (or parties) entering into this Agreement (hereinafter referred to as the "Client").
1. REGULATORY DOCUMENTS.
The following Regulatory Documents form an integral part of this Agreement:
1. Risk Disclosure Notice;
2. User Guide;
3. Anti-Money Laundering Policy;
4. Client Due Diligence Policy;
5. Personal Data Processing Policy;
6. All other applicable agreements posted on the Company's website.
The Regulatory Documents must be carefully read by the Client, as they define all the terms under which the Client performs trading and non-trading operations. By accepting the terms of this Agreement, the Client also agrees to the terms of all Regulatory Documents listed above. Unconditional acceptance of this Agreement is deemed to be the Client's making an advance payment under this Agreement and its receipt by the Company.
2. COMPANY SERVICES.
The Company agrees to maintain one or more Client accounts opened with the Company and provides the Client with services for executing transactions, as provided for by the capabilities of the Personal Area and the Regulatory Documents, on a margin basis with currencies and currency pairs on the international foreign exchange market, as well as other financial instruments and assets offered by the Company.
3. CLIENT REPRESENTATIONS AND WARRANTIES.
The Client represents and warrants that:
1. The Client is of sound mind, of legal age, and has legal capacity;
2. No one other than the Client has or will have any interest in the Client's account(s);
3. The Client hereby warrants that, regardless of any subsequent decision to the contrary, the Client is suitable for trading on margin;
4. The Client is not an employee of any exchange, any corporation in which any exchange holds a majority interest, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company that also trades the instruments offered by the Company, and if the Client becomes an employee of such, the Client shall immediately notify the Company by email thereof;
5. All information provided in the account opening application is true, correct, and complete as of the time of acceptance of this Agreement, and the Client shall immediately notify the Company of any changes to such information;
6. The Client undertakes not to employ profit-generating strategies aimed at exploiting vulnerabilities in the Company's technical infrastructure;
7. The Client undertakes to have only one personal account;
8. The Client understands and agrees that they may open no more than 20 trading accounts. If the Client has already opened at least one real trading account, the Company may, at its sole discretion, restrict the opening of additional accounts;
9. The Client guarantees the legal origin, lawful ownership, and right to use the funds transferred to the Client's accounts.
4. TRADING AUTHORIZATION.
The Company will enter into transactions with the Client involving currency contracts and other trading instruments provided by the Company, in accordance with the Client's oral, written, or electronic instructions.
5. AUTHORIZATION.
The Client authorizes the Company or agents acting on behalf of the Company to investigate the creditworthiness of the Client and, in connection therewith, to contact such banks, financial institutions and credit agencies as the Company may deem appropriate to verify information relating to the Client. The Client also authorizes the Company to investigate the Client's current and past investment activity and, in connection therewith, to contact such futures trading commissions, exchanges, brokers/dealers, banks, clearing houses and any other financial and investment authorities as the Company may deem appropriate. The Client also acknowledges that the Company may provide information (e.g., regarding a negative balance on the account due to unsecured debts) to such authorities regarding the Client's performance under this Agreement.
6. DISCLOSURE OF FINANCIAL INFORMATION.
The Client represents and warrants that the financial information disclosed to the Company in any manner is an accurate reflection of the Client's current financial condition. The Client represents and warrants that the Client has carefully considered that portion of the Client's assets which the Client considers risk capital. The Client understands and acknowledges that risk capital is the amount of money the Client is willing to risk. The Client realizes that entering into trading transactions using the services provided by the Company may result in the total loss of the initial capital. The Client agrees to promptly inform the Company if the Client's financial condition changes in such a way that the Client's net worth and/or risk capital decreases.
7. ANTI-MONEY LAUNDERING PROCEDURES.
The Client agrees and acknowledges the following:
VERIFICATION OF IDENTITY AND RESIDENTIAL ADDRESS. The Company is required to collect, verify and record information identifying each Client who opens an account with the Company. When opening an account by the Client, the Company is required to collect information such as, but not limited to:
1. The Client's first and last name;
2. Date of birth;
3. Permanent address;
4. The Client's identification number. The Company may verify the Client's identification information by performing a credit check or by requesting the Client to provide a government-issued ID card/passport or other identifying documents.
MONITORING. The Company may monitor trading activity on accounts and documents provided for verification to investigate or detect cases of money laundering and/or fraud. All other provisions of the anti-money laundering and/or anti-fraud procedures are set forth in the Company's KYC Policy and Anti-Money Laundering Policy. The Company has the right at any time, without explanation, to request Clients to provide additional information or undergo additional procedures (including video verification) as deemed necessary by the Company to make a payment properly. Until all requested information is provided and all necessary procedures are completed, the Client's accounts may be blocked for trading.
8. ACCOUNT MAINTENANCE.
The Company may reject the Client's application to open an account or close the Client's account for any reason at the Company's discretion without explanation of the grounds for such action. The Company may require the Client to provide the Company with additional information or documentation to continue maintaining the Client's account. The Client acknowledges that the Company may at any time, in its sole discretion, restrict trading, payments or transfers. The Client understands and agrees that the Company is not obliged to in any way prove the accuracy of operations and actions performed on the Client's trading account, nor to confirm or provide explanations regarding the blocking of the trading account, disabling of the trading account, revision of trading results or other actions. The Company has the right to cancel the execution of an order or instruction processed due to an obvious dealer error or executed at a non-market quotation. The Company, at its discretion, has the right to deem operations on the trading server as non-market. The Client understands that no physical delivery of currency occurs in the course of trading operations. Profits or losses on trading operations are credited/debited to the balance of the Client's trading account immediately after the position is closed.
9. SECURITY AND CONFIDENTIALITY.
The Client agrees and acknowledges that the Client is the sole owner and bears sole responsibility for the confidentiality and security of the Client's account number and password enabling the Client to place online orders and access the Company's electronic trading systems. In the event there are multiple account holders, the Client bears joint and several responsibility for the foregoing. The Client also agrees to be fully responsible for all actions, including transactions carried out on the Client's trading account, resulting from the use of the Client's account number and password. The Client releases the Company from liability and agrees to indemnify it in the event that any third party using the Client's confidential information provides instructions to the Company that may conflict with the Client's instructions. The Client undertakes to immediately notify the Company by email of any loss, theft or unauthorized use of the Client's account number and/or password.
10. DISCLAIMER OF ADVICE AND CONSULTATION.
The Client acknowledges that the Company does not and will not provide investment, legal or tax advice. The Client agrees that the Company makes no representations regarding tax consequences or trading. The Client agrees that the Client is an independent investor and all open orders are unsolicited and based on the Client's own investment decision or that of the Client's duly authorized representative. The Client agrees that neither the Company nor any of its employees may be the Client's duly authorized representative, and the Client will neither seek nor rely on the Company or any of its employees for such advice. The Client agrees that the Client bears sole responsibility for all open orders, including, but not limited to, trade qualifiers, number of trades executed, suitability of any trades, investment strategies and risks associated with each trade, and will not hold the Company or any of its employees liable for these investment decisions. The Client also acknowledges that the Company does not review or verify the appropriateness or suitability of any investment strategies implemented on the Client's account. The Client hereby agrees to indemnify the Company and its officers, directors, employees, agents and affiliates from any liability, financial or otherwise, or expenses (including attorneys' fees and disbursements) arising out of any losses or damages the Client may suffer from any of the aforementioned decisions, instructions, transactions or strategies used by the Client personally or by the Client's duly authorized representative, or as a result of any breach by the Client of any of the obligations, representations, acknowledgments or warranties set forth in this Agreement.
Documents governing our activities
11. TRADING RECOMMENDATIONS.
The Client acknowledges that:
Any market recommendations and information communicated to the Client by the Company or any person within the Company do not constitute an offer to sell or buy any currency contract or asset. Such recommendations, although based on information obtained from sources which the Company believes to be reliable, may be based solely on the opinion of the broker, and such information may be incomplete and/or unverified. The Company makes no representations, gives no warranties and assumes no liability for the accuracy or completeness of any such information or trading recommendations provided to the Client.
12. MARGIN AND DEPOSIT REQUIREMENTS.
The Client is obliged to provide and maintain margin in such amounts and forms as the Company may require at its discretion. The Company may change margin requirements at any time without prior notice to the Client. The Company reserves the right to limit the number and/or total number of open positions of the Client. The Company reserves the right to close any of the Client's positions at any time when it deems necessary. The Company shall not be liable for any losses or damages caused, directly or indirectly, by any events, actions or omissions, including, but not limited to, losses or damages arising directly or indirectly from any delays or inaccuracies in the transmission of orders and/or information, or as a result of breakdown or failure of any transmission or communication facilities. Execution of a received request for withdrawal of funds from the Client's brokerage account is carried out by the Company solely within the limits of the free margin on all of the Client's trading accounts at the time of execution of the request. The Client understands and agrees that if there are open positions and/or pending orders on accounts opened with the Company, the Client is not entitled to withdraw funds from the account. If the amount withdrawn by the Client (including commissions and other expenses for making the payment provided for by the rules and the Client Agreement) exceeds the amount of free margin, the Company has the right to reject such request. In the event that the amount of funds in the Client's account becomes negative, the Company has the right to repay the negative result on that account by transferring funds from any other account of the Client's Personal Area or from the account of any other Personal Area, if the Company believes that there is a connection between such Personal Area and the Client. In the event that the Client creates a withdrawal request without sufficient trading activity on the account, the Company has the right to deduct from the Client's account a deposit and withdrawal fee in the amount of 13% of the deposit amount. Sufficient trading activity is considered to be the presence of at least 10 trading operations each lasting at least 3 minutes.
13. ROLLOVER.
The Company may, at its sole discretion and without notice to the Client, offset the Client's open positions, roll over the Client's open positions to the next settlement period, or execute/accept an order on behalf of the Client on any terms and in any manner that the Company, in its discretion, deems appropriate. The Company may suspend servicing the Client's trading account and charge an inactivity fee of 30 (thirty) USD per month if there has been no trading activity by the Client in the last 2 months. Trading activity is considered to be the presence of closed orders of the buy/sell type within the specified period. If an order was opened more than 2 months ago and there are no new closed orders, such account is also considered inactive. An inactive account may be archived and reactivated upon the Client's request upon provision of the necessary information.
14. REQUESTS FOR CANCELLATION AND MODIFICATION.
The Client acknowledges and agrees that there may be circumstances under which it is impossible to cancel or modify an order. The Client acknowledges and agrees that, if an order cannot be cancelled or modified, the Client is obliged to fulfill the original order. The Company shall not be liable to the Client if the Company cannot cancel or modify an order. The Client also acknowledges that attempts to modify or cancel and replace an order may result in incorrect processing of the order or execution of duplicate orders, as the Company's systems do not prevent over-execution of duplicate orders, and the Client bears sole responsibility for each execution of such order. The Client undertakes not to assume that any order has been executed or cancelled until the Client receives confirmation from the Company regarding the execution of the specific order. The Client is responsible for knowing the status of the Client's pending orders before entering additional orders. The Client undertakes to contact the Company if the Client is unclear about the status of an order. The Client undertakes to review the Client's online account statement daily to confirm the status of the Client's orders. All current information on transactions, deposits, and withdrawals is displayed only in MetaTrader 4, as the technical features of the service do not allow displaying certain information in the Client's Personal Area. The Company does not guarantee the receipt of prices strictly according to the specified trading schedule; the start of a trading session for a particular instrument may be delayed. The Client acknowledges that in any case, no claims will be accepted from the Client regarding the inability to manage a position as a result of the delay, and the Client assumes responsibility for all risks associated with this.
15. LIQUIDATION OF ACCOUNTS.
In the event of:
(a) Death or legal dissolution of the Client;
(b) Filing of a bankruptcy petition or application for the appointment of a receiver, or the initiation of insolvency or similar proceedings by or against the Client;
(c) Insufficient margin or the Company's determination that any collateral deposited to secure one or more of the Client's accounts is inadequate to secure the account, regardless of current market quotations;
(d) Failure by the Client to provide the Company with any information requested under this Agreement within the time specified by the Company;
(e) Any other circumstances or events that the Company deems appropriate for its own protection. The Company may, at its discretion, take one or more (or any part) of the following actions:
1. Sell or purchase any or all currency contracts, securities, or other property held or carried for the Client;
2. Cancel any or all outstanding orders or contracts, or any other obligations entered into with the Client.
Any of the above actions may be taken without demand for margin, without prior notice of sale/purchase, or other notice to the Client, the Client's personal representatives, heirs, executors, administrators, trustees, or successors, and regardless of whether the ownership interest is solely the Client's or jointly held with others.
16. OFFSET.
Instructions for offsetting currency positions opened prior to an agreement between the Client and the Company for receipt on the settlement day must be provided to the Company at least 1 (one) business day before the settlement day. Alternatively, within the same period described above, the Company must have sufficient funds and/or necessary documents to receive the order. If neither instructions, nor funds, nor documents are received, the Company may, without prior notice, either offset the Client's position, roll over the Client's position to the next settlement period, or execute/accept an order on behalf of the Client on such terms and in such manner as the Company, in its discretion, deems reasonable.
17. DIVIDENDS
Dividends are a share of profits that a company distributes among its shareholders. By purchasing shares that pay dividends, the owner of those shares is entitled to their share while they are in the portfolio. The Client agrees that if there is an open position on the ex-dividend date, the Client's trading account will be credited or debited (depending on the direction of the position, buy or sell) with the amount of dividends. The amount of dividends is published on the official website of the company (shares) or on a publicly available information resource. For example, if on the ex-dividend date there is an open position in Amazon shares for a buy of 1 lot with a dividend amount of 1 USD per share, then the trading account will be credited with an amount of 1 (lot) * 100 (contract size) * 1 (dividend amount) = 100 USD. Similarly, for a short position (sell) in Amazon shares of 1 lot with a dividend amount of 1 USD per share, a dividend of 1 (lot) * 100 (contract size) * 1 (dividend amount) = -100 USD will be debited.
In addition, dividends may be credited or debited if there are open positions on index CFDs on the ex-dividend date that include certain shares. For example, the Nasdaq100 index includes the 100 largest companies by capitalization; accordingly, if dividends are paid on a share included in this index, the holder of the index is also entitled to receive dividends. The Client agrees that if there is an open position on the ex-dividend date for an index CFD that includes shares that pay dividends, the Client's trading account will be credited or debited (depending on the direction of the position, buy or sell) with the amount of dividends. The amount of dividends is published on the official website of the company or on a publicly available information resource.
18. EXPENSES.
The Client agrees to pay expenses (including, but not limited to, markups and markdowns, account statement fees, inactive account fees, order cancellation fees, account transfer fees, fees from brokers and money managers, or other fees) arising from the provision of services by the Company under this Agreement. The Company may change the amount of fees without prior notice to the Client. All expenses must be paid by the Client as they are incurred or at the Company's sole and absolute determination, and the Client hereby authorizes the Company to deduct the amount of any such fees from the Client's account(s).
19. DEPOSIT AND WITHDRAWAL OF FUNDS.
The Company does not receive or distribute the Client's funds in cash or its equivalents. All transactions between the Client and the Company must be made by non-cash settlement, check, or other means by which the Company can verify the identity of both the sending and receiving parties, and in a manner that the Company, in its sole discretion, deems appropriate. The Company withdraws funds from the Client's accounts only to personalized payment details belonging exclusively to the Client. Personalized payment details must be confirmed by the Company based on copies of documents provided by the Client. If the Client has not provided sufficient evidence that the payment details belong to them, the Company has the right not to execute the withdrawal request until the payment details are reliably confirmed. Withdrawal of funds is possible only to the same payment details, through the same payment system, and in the same currency as the deposit of the majority of the deposit. Withdrawal requests are processed within the timeframes established by the Company on a first-come, first-served basis. The processing time of the request may be increased depending on the withdrawal amount and the withdrawal method. In order to prevent money laundering, fraud, and other unauthorized actions, the Company may limit the Client's ability to withdraw funds. The Client's brokerage account may be funded by any method available at the time of deposit into the Client's account. The Client may make a transfer only in their own name. Transfers from third parties are not accepted. The Company reserves the right to refuse to credit funds received to the brokerage account if the transfer is received from a third party. In such case, the Company returns the money to the sender. All costs associated with the return of funds are paid by the Client. The Client is solely responsible for the accuracy of the details provided in the withdrawal request.
20. SUSPICIOUS NON-TRADING OPERATIONS.
A non-trading operation may be deemed suspicious by the Company in cases that include, but are not limited to, the following:
1. Abuse of transfers without performing trading operations on trading accounts (less than 3 lots on Forex, Metals, Indices, and Commodities instruments on ECN, FIX, and MINI trading accounts for every 100 dollars or equivalent withdrawn during the reporting period). When fulfilling the trading volume conditions, trades with a duration (from the moment of opening to the moment of closing) of at least 5 minutes and a profit or loss of at least 3 points are taken into account;
2. Unusual nature of transactions, lacking obvious economic sense or apparent lawful purpose;
3. Circumstances giving reason to believe that transactions are carried out for the purpose of legalization (laundering) of proceeds obtained through criminal means or financing of terrorism;
4. Failure by the Client to provide information for their own identification and documents for verification, as well as provision of false information;
5. Inability to communicate with the Client via the registration email and phone number provided by them;
6. Provision of forged or invalid documents.
The Company reserves the right to investigate the nature of suspicious non-trading transactions described above, and consequently to suspend such transactions until the reasons for their occurrence are clarified and the investigation is completed. During the investigation, the Company may block the Client's accounts and request from the Client documents proving the Client's identity, undergo additional verification procedures (including video verification), and provide payment and other documents confirming lawful ownership and legal origin of funds deposited into the Client's account.
21. STATEMENTS AND CONFIRMATIONS.
Reports on confirmation of order execution and account statements for the Client shall be deemed correct and are final and binding on the Client unless an objection is received immediately upon receipt and confirmed in writing within 1 (one) business day after execution of the Client's order. The Company provides the Client with access to their personal cabinet and trading account online. Failure to object shall be deemed ratification of all actions taken by the Company or its agents prior to the Client's receipt of said reports. The Client's failure to receive a trade confirmation does not relieve the Client of the obligation to object in accordance with the instructions in this Agreement.
22. COMMUNICATION.
Reports, statements, notices, and any other communications shall be transmitted to the Client electronically by sending via email exclusively to the address specified in the Client's application form. The Company shall not be liable if correspondence sent by email is not received by the Client, or if the email is delayed, provided that the delay or failure to receive correspondence was caused by the actions or omissions of a third party. All communications sent by email shall be deemed transmitted by the Company when sent and deemed delivered to the Client personally, regardless of whether they were actually received by the Client or not.
23. EMAIL AND ELECTRONIC COMMUNICATIONS.
All emails sent to or from the Company are subject to monitoring, review, and retention in the Company's corporate email system. The Client acknowledges that delays may occur in the receipt of email by the Client's intended recipient. The Client agrees not to use email to transmit orders to buy or sell. The Client agrees that the Company shall not be liable for any actions taken or any omissions in actions as a result of the Client's use of email. The Client understands and agrees that, in the event of improper conduct by the Client in communication with a Company employee, the Company reserves the right to unilaterally terminate the contractual relationship with the Client.
24. FORCE MAJEURE.
The Company shall not be liable for delays in placing orders due to breakdown or failure of transmission or communication facilities, power outages, or any other cause beyond the Company's control. The Company shall not be liable for losses arising from default and any other events limiting the Company's access to funds transferred by the Client through any agent, bank, payment system, or any other party used by the Company in accordance with this Agreement. If the Company is unable to perform any of its obligations due to events beyond its control, such non-performance shall not be a breach of this Agreement, and the time provided for performing such obligations shall be extended by a period equal to the duration of such event. Events beyond the Company's control include, but are not limited to: wars, civil unrest, technical failures occurring on the part of third parties, including hardware and software failures, strikes, fires, floods, earthquakes, bankruptcies of banks or payment systems, government regulation or restriction, weather conditions that could not be foreseen and cannot be prevented within a reasonable time, and other malfunctions and failures caused by vandalism, theft, telephone line interruptions, internet interruptions, viruses, and failures of equipment, power supply, or communications. In the event that such force majeure circumstances continue for more than 7 (seven) calendar days, the Company shall notify the Client of such event preventing the provision of the service, including by publication on the Company's website, and the Company shall be released from any claims and obligations during and after such force majeure circumstances.
25. CURRENCY FLUCTUATION RISK.
In the event that the Client instructs the Company to enter into any currency transaction:
1. Any profit or loss arising from fluctuations in the exchange rate affecting such currency shall be borne entirely by the Client and at their risk;
2. All initial and subsequent deposits for margin purposes shall be made in USD or such other currency as the Company may choose at its discretion, and in such amounts as the Company may require;
3. The Company is authorized to convert funds in the Client's account to provide margin in such foreign currency and at such exchange rate as the Company shall determine in its sole discretion based on prevailing money market rates.
26. RISK DISCLOSURE.
The Client acknowledges that investments in currency transactions and other leveraged trading instruments are speculative, involve a high degree of risk, and are suitable only for persons who can assume the risk of losing their margin deposit. The Client understands that due to low margin, even a minor price change may result in the loss of the Client's margin deposit. The Client warrants that they are willing and able, financially and otherwise, to assume the risk of trading, and in consideration that the Company maintains their account(s), the Client agrees not to hold the Company liable for losses incurred as a result of following trading recommendations or suggestions of the Company or its employees, agents, or representatives. The Client acknowledges that guarantees of profit or avoidance of loss are not possible in trading foreign currency or other instruments provided by the Company. The Client acknowledges that they have not received any such guarantees from the Company or any of its representatives, nor from any introducing agent or other person with whom the Client maintains their account at the Company, and has not entered into this Agreement in consideration of or in reliance on any such guarantees or similar representations.
27. NO SEPARATE AGREEMENTS.
The Client acknowledges that they have no separate agreement with the Client's broker, any employee, or agent of the Company regarding trading on the Client's corporate account, including any agreement guaranteeing profit or limiting loss on the Client's account. The Client agrees to immediately notify a Company representative in writing of any such agreement. Furthermore, the Client understands that any statements made by anyone regarding the Client's account that differ from any statements the Client receives from the Company must be immediately brought to the attention of a Company representative in writing. The Client is obligated to authorize each transaction before it is executed, unless the Client has delegated authority to another party by signing a limited power of attorney with the Company. Any disputed transactions must be brought to the Company's AML Compliance Officer in accordance with the requirements of this Agreement. The Client releases the Company from liability and agrees to indemnify it against all losses or liabilities arising from the Client's failure to notify a Company representative within one (1) business day of any of the aforementioned events. All notices required under this section must be sent to the Company in writing at the Company's official email address.
28. JOINT ACCOUNTS.
In the event that the Client's account is owned by more than one person, all joint account holders shall be jointly and severally liable to the Company for any and all obligations arising from transactions on the account and agree to comply with all terms of this Agreement and other written agreements relating to this account. In addition, each person named on the Client's account shall have the right to:
1. Trade from the account;
2. Receive all correspondence and documents regarding the account;
3. Receive, deposit or withdraw money from the account;
4. Enter into agreements relating to the account;
5. Conduct business with the Company on all matters relating to the account.
The Company may require joint action on matters relating to a joint account. If the Company receives notice of a dispute or conflicting instructions from the joint account holders, the Company may, but is not obligated to, impose restrictions on the account, including restrictions on withdrawals or transfers from the account, until the Company receives satisfactory documentation confirming resolution of the dispute, or until all joint account holders provide the Company with joint instructions. In the event of the death of any account holder, the remaining holders shall immediately notify the Company in writing of such fact, and the Company, before or after receiving such notice, may take such actions, initiate such legal proceedings, require such documents, retain such portion of the account, and restrict such transactions on the account as the Company may deem appropriate to protect the Company from paying any additional taxes, liabilities, penalties, or losses under any applicable law. The estate of the deceased account holder continues to be under the responsibility of the remaining account holders, and the latter continue to be liable to the Company for all obligations regarding the account arising from the completion of transactions initiated before the Company received written notice of death, or from liability arising from the liquidation of the account, or adjustment of the interests of the relevant parties. Each account holder is presumed to have an equal share.
29. MANAGED ACCOUNTS.
A Money Manager is an individual or legal entity authorized to make decisions regarding the account on behalf of the account beneficiaries, including a trustee, custodian, guardian, executor, administrator, attorney-in-fact, or investment advisor, or other person to whom the Client has granted trading authority over the account. The Client understands and agrees that the Company may, but is not obligated to, verify any action or inaction by the Money Manager with respect to the account, and is not liable for determining whether the Money Manager's action or inaction meets the standard of care applicable to such account management. The Client also understands and agrees that the Company is not liable for determining the validity of the status or ability of any person or organization to act as Money Manager. The Client agrees that the Company and its officers, directors, employees, agents, and affiliates shall not be subject to any liability, claims, or expenses, including attorneys' fees and disbursements, as they arise, for the actions or inactions of the Client's Money Manager.
30. AMENDMENTS.
The Client hereby agrees that the Company reserves the right to unilaterally make changes and additions to the Agreement, the Governing Documents, and the information posted on the Company's website. The Company may amend, change, revise, add to, or modify the Agreement and the Governing Documents at any time. The Client acknowledges that this Agreement may not be amended by any oral or written statements that the Client seeks to introduce into the Agreement without the written consent of the Company's management. The most current Agreement and Governing Documents will be posted on the Company's website. The Company is not obligated to send the Client individual notices of changes to the Agreement. The Client undertakes to regularly visit the Company's website to review such possible changes made by the Company to the legal documentation and other information.
31. SEVERABILITY.
This Agreement, any appendices hereto, and the terms and conditions contained in the representations and warranties constitute the entire agreement of the parties with respect to the subject matter hereof. If any provision or condition of this Agreement is held to be invalid or unenforceable, such provision shall be deemed replaced or, if necessary, deleted to comply with the provisions of the relevant court or regulatory authority. The validity of the remaining provisions and conditions shall not be affected, and this Agreement shall be construed as if such invalid or unenforceable provision or condition were not contained herein.
32. LEGALLY BINDING EFFECT.
This Agreement covers, individually and collectively, all Client accounts opened with the Company at any time, regardless of any changes in the Company. The Client hereby ratifies all transactions with the Company made prior to the date of acceptance of this Agreement and agrees that the Client's rights and obligations with respect thereto are governed by the terms of this Agreement. The Company has the right to assign (in whole or in part) its rights and obligations under this Agreement or the Governing Documents to a third party, provided that the third party agrees to the provisions of the Agreement and/or the relevant Governing Documents. Such assignment of rights and obligations shall take effect on the 10th (tenth) business day from the day the Client received such notice in accordance with this Agreement or the terms of the relevant Governing Document.
33. TERMINATION OF AGREEMENT.
This Agreement shall remain in force until terminated. The Agreement may be terminated by the Client at any time during the term of the Agreement, provided that the Client has no open positions and no obligations to the Company, and shall take effect upon actual receipt by the Company of a written notice of termination at the Company's official email address. Such termination shall not release either party from any obligations set forth in this Agreement, nor shall it release the Client from any obligations arising from previous transactions entered into in connection with this Agreement. If the Company suspects that the Client has failed to comply with the rules of this Agreement and the Governing Documents and/or suspects that the Client has engaged in manipulation aimed at exploiting the Company's technical vulnerabilities, the Company has the right, at its discretion, without prior notice to the Client and without explanation, to cancel executed transactions, restrict the Client's access to the Company's services, block the Client's account, take measures to write off the Client's existing debt to the Company, and terminate the Agreement with the Client.
34. INDEMNIFICATION AND COMPENSATION.
The Client agrees to indemnify and hold harmless the Company, its affiliates, employees, agents, and successors from any damages and any other liabilities, losses, costs, and expenses, including attorneys' fees, incurred by the Company as a result of the Client's failure to fully and timely perform the Client's obligations under this Agreement, or if any of the Client's representations and warranties are not true and correct. The Client also agrees to promptly pay the Company all losses, expenses, and costs, including attorneys' fees, incurred by the Company in enforcing any of the provisions of this Agreement and any other agreements between the Company and the Client.
35. TRANSFER OF FUNDS TO THIRD PARTIES.
The Company may transfer funds received from the Client to a third party (e.g., a bank, market, intermediary broker, over-the-counter counterparty, or clearing house) in order to hold or control them for the purpose of conducting financial transactions through or by means of the third party, or to satisfy the Client's collateral obligation (e.g., initial margin requirements) in respect of a financial transaction. The Company shall not be liable for any acts or omissions of any third party to which it has transferred the Client's money. The third party to which the Company transfers money may hold it in a pooled account, so it may not always be possible to separate such money from the money of other Clients or the third party's own money. In the event of insolvency or other similar situation involving the third party, the Company may only present an unsecured claim on behalf of the Client, and the Client is exposed to the risk that the money received by the Company from the third party will be insufficient to satisfy the Client's claim in respect of the relevant account. The Company assumes no obligation or liability for any possible losses. The Company may deposit the Client's money with a third-party depositary, which may obtain security over it, have a right of retention, or a right to set off such money. The bank or broker with which the Company deals may have interests conflicting with those of the Client.
36. CONSENT TO COUNTERPARTY STATUS.
The parties entering into this Agreement hereby acknowledge and agree that the Company may act as counterparty to the Client in any transaction entered into on the Client's account. The Client hereby consents to any such transaction, subject to the restrictions and conditions contained in the rules or regulations of any bank, institution, exchange, or clearing house through which purchase/sell orders are executed.
37. TERMS AND HEADINGS.
The term "Company" includes the Company (including all its employees, etc.), its affiliates, divisions, successors, and assigns. The term "Client" means the party (or parties) executing this Agreement. The term "Agreement" includes all other agreements and authorizations executed by the Client in connection with the maintenance of the Client's account with the Company, regardless of their execution. The paragraph headings in this Agreement are used for convenience only and shall not be deemed to limit the application or affect the meaning of any provision of this Agreement.
38. ACCEPTANCE OF AGREEMENT.
This Agreement shall not be deemed accepted by the Company and shall not become a binding contract between the Client and the Company until the Client's information has been verified and approved by the Company.
39. LITIGATION PROVISIONS.
The Client agrees that any civil action or other legal proceeding between the Company, its employees or agents, on the one hand, and the Client, on the other hand, arising out of or in connection with this Agreement or the Client's account with the Company, shall be brought, heard and resolved only in the appropriate court located in the Union of the Comoros. The Client hereby waives trial by jury with respect to any such action or proceeding and waives the right to transfer any such proceeding to any other venue or jurisdiction. No action, regardless of form, arising out of or relating to this Agreement or transactions hereunder may be brought by the Client more than one year after the cause of action has arisen.
40. GOVERNING LAW AND JURISDICTION.
This Agreement and the rights and obligations of the parties hereunder shall be governed by, construed and enforced in all respects in accordance with the laws of the Union of the Comoros, without regard to choice of law principles. The Client agrees never to assert any claim that such place of litigation is inconvenient or that it lacks jurisdiction over the Client.
41. RECORDINGS.
The Client agrees and acknowledges that all conversations between the Client and the Company's personnel regarding the Client's account(s) may be recorded electronically, with or without the use of an automatic tone-warning device. The Client also consents to the Company's use of such recordings and transcripts as evidence by either party in connection with any dispute or proceeding that may arise involving the Client or the Company. The Client is hereby notified that the Company destroys such recordings at regular intervals in accordance with the Company's established procedures, and the Client hereby consents to such destruction.
42. USE OF THE COMPANY'S WEBSITE.
Website means the Company's website and any additional websites that the Company may register. The Website provides the Client with content and information. The content on the Website is provided for convenience, but it may be inaccurate or outdated. The Client agrees to always rely on the Client's transaction confirmations and statements as the official records of the Client's account. Financial or investment information provided by third parties to the Company, which the Company subsequently provides to the Client, and which includes market data, news, research, financial analysis, commentary or tools, may not be specifically related to the Client's account. Information on the Website is provided from sources that the Company believes are reliable, but the Company does not guarantee their reliability. Information presented on the Company's Website is not personalized for the Client, and the Client agrees that the information provided to the Client is not a recommendation to the Client regarding the advisability of buying and/or selling any currency or asset. The Company may, without notice to the Client, change, revise, modify, add, update, delete or discontinue any part of the Company's Website. The Website may contain hyperlinks to third-party websites. The Company is not responsible for the information or content provided by such third-party websites. The Client agrees that market data, news and other information available to the Client through the Company's Website and in the Client's Personal Area are for the Client's personal use, and that the Client will not retransmit or publish this information in any form without the Company's written consent.
43. LANGUAGE PRIORITY.
In the event of any discrepancy, the English version of this Agreement and the relevant Regulatory Documents shall prevail over versions of this Agreement and the relevant Regulatory Documents in other languages.