CLIENT AGREEMENT Between AXISCapital Corp Limited. and the client.
1. Definitions | Interpretation of Terms In this Agreement the following terms shall, unless the context otherwise requires, have the following meanings and may be used in the singular or plural as appropriate:
Agreement shall mean this Trading Agreement with all due and any other specific agreements, futures amendments and additional terms entered into by and between AXISCAPITAL and the Client:
Basic currency shall be the currency agreed by the Client and AXISCAPITAL before opening a particular account of the Client with AXISCAPITAL:
Client shall mean the account-holder referred to in the heading of this Agreement.
Communication shall mean instructions, orders, documents, logs, FOREX trading activity and other information:
Counterparties shall be banks and/or brokers and/or marketplaces and/or any client or partner of AXISCAPITAL participating in the transactions executed for the account of the Client in opposite direction:
Equity shall mean an estimation of the account of the Client in the basic currency at a particular time:
FOREX shall mean an over-the-counter market where foreign exchange transactions are conducted:
Liquidity shall mean the existence of a counterparty registered in the Marketplace Trading System, willing, at a particular moment, to enter into the transaction of the Client in opposite direction with the same price and with sufficient volume:
Margin Call shall mean a fixation of the situation when margin requirements do not allow the Client to increase the total open exposure of his account:
Market Rules shall mean the rules, regulations, customs and practice established from time to time of any foreign exchange organization, clearing house or market involved in the conclusion, execution or settlement of a foreign exchange transaction and any exercise by any such foreign exchange organization, clearing house or market of any power or authority conferred to it:
Order shall mean an intention to buy or to sell a particular FX instrument for a particular price and in a particular amount formulated by the Client and confirmed and accepted by AXISCAPITAL:
Position shall mean a full or partial exposure of a particular currency pair:
Rollover shall mean a loss caused by an unfavorable difference in daily interest rates between the currencies being traded. Essentially, a trader earns interest on the currency that has been loaned out, and pays interest on the currency that has been borrowed. If the interest earned on the loaned currency is lower than the interest paid on the borrowed currency, the trader will have a rollover debit.
In the Agreement any reference to an individual person shall include corporate bodies, unincorporated associations, partnerships and individuals. Words denoting the singular shall include the plural and vice versa, and words denoting a given gender shall include all other genders.
Heading and notes in the Agreement are for the reference only and shall not affect the construction and interpretation of the Agreement.
2. Risk Disclosure and Acknowledgement | The Client acknowledges, recognizes and understands that trading and investing in foreign exchange transactions: Is highly speculative; expose the financial situation of the Client to a very high degree of volatility which may cause very substantial movements in the level of the Client’s trading exposure; May involve an extremely high degree of financial risk which may cause losses in excess of the amount of Equity prepaid by the Client; is appropriate only for persons who, if they trade using Live Trading Account, can assume risk of loss in excess of the prepaid Equity. The Client acknowledge, recognizes and understands that this Agreement do not describe all of the risks relating to the execution and holding foreign exchange transactions, and confirms that he has the capacity to assess and understand (either by himself or with the advice of his own financial, legal and/or tax advisors) the risks associated with such transactions. The Client acknowledges, recognizes and accepts that: He is willing and able, financially and otherwise, to assume the risk of trading in speculative investments AXISCAPITAL’s trading activity shall be based on acting as the intermediary between the Client (acting as buyer or seller) and the Counterparty on remunerated basis. When the Client instructs AXISCAPITAL to enter into any transaction on his behalf, any profit or loss arising as a result of fluctuation on market will be entirely for the Client’s account and risk; Any of the Client’s investments decisions will be based solely on his own evaluation of his financial circumstances and investments objectives; the Client agrees not to hold AXISCAPITAL liable for any trading losses or other losses incurred by the Client, as further set out in Clause 13; The ongoing maintenance of trading exposure as set out in Clause may expose the Client to increased risks of losses and may increase significantly the amount of the losses that may be suffered by the Client in connection with a particular foreign exchange transaction executed pursuant to Clause 2.1: the Client agrees not to hold AXISCAPITAL liable for losses incurred as a consequence of AXISCAPITAL maintaining such trading exposure or otherwise holding the Client’s account, as further set out in Clause 13; Market regulations and/or significant imbalance of supply or demand and/or lack liquidity may result in the temporary inability to carry out buy or sell orders and, consequent, to wind up positions that the Client wishes to liquidate, or that Client may have decided to liquidate due to insufficient amount of the prepaid Live Trading Account. The Client is fully aware of the significant losses he may suffer due to these factors; The Client and AXISCAPITAL are bound to comply with the regulations, practices and general conditions in force on relevant Marketplaces and with Counterparties with which AXISCAPITAL may operate on the Client’s behalf; Any and all information on www.worldprofx.com regarding trading issues does not constitute a recommendation by AXISCAPITAL with regard to an investment. Especially, the Client acknowledges, recognizes and accepts that any market information communicated by AXISCAPITAL does not constitute an offer to buy or sell or a solicitation to execute any transaction, and that such information, although based upon information from sources believed by AXISCAPITAL to be reliable, may be based solely on a broker’s opinion and that such information may be incomplete and may be unverified and unverifiable.
3. Client Warranties & Representations (4) | The Client warrants and represents that: He is carrying out the transactions contemplated in the Agreement as well- thought-out investments and not as gambling; He is able to understand, and understands, the risk inherent in foreign exchange transactions, and is willing and able, financially and otherwise, to assume such risks; He understands the transactions and is familiar with the regulations of the markets dealing in FOREX instruments; He is in compliance with all laws to which he is subject, including, without limitation, all tax laws and regulations, exchange control requirements; The information provided by the Client to AXISCAPITAL is complete, accurate and not misleading any material respect. The above warranties and representations shall be deemed to be repeated in the future, for the duration of the Agreement, each time the Client provides instructions to AXISCAPITAL.
4. Obligations of the Client | The obligations of the Client within the scope of this Agreement shall be as follows: To pay any banking or money transfer fees associated with a decision to request refund. The liability of the Client shall not be limited by the amount of funds on the account of the Client or by the guarantees provided by the Client to AXISCAPITAL.
5. Obligations of AXISCAPITAL | The obligations of AXISCAPITAL within the scope of this Agreement shall be as follows: To provide the Client with the agreed Live Trading Account upon receipt of the initial transfer of the funds; To make all the possible endeavors to execute the trading orders and to follow the instructions of the Client in order to execute the transactions as contemplated in Clause 2.1, whereby the Client hereby acknowledge, recognizes and accepts that AXISCAPITAL cannot and shall not guarantee the execution of the orders of the Client and shall not be liable for any failure in the execution process; To provide the Client with the withdrawal of his funds after verifying that all positions in the Live Trading Account of the Client are closed; To provide the Client with accounting of the transactions and the trading exposure maintained for his account.
6. Rights of the Clients | The rights of the Client within the scope of this Agreement shall be as follows: To request from AXISCAPITAL the account history reports; To request full or partial withdrawal of funds by sending the withdrawal request form to AXISCAPITAL, provided that all trading positions of the Client are closed and AXISCAPITAL has deducted all charges due under the Agreement. The Client expressly authorizes AXISCAPITAL to close any open positions relative to his account upon the reception of such a withdrawal request. The Client shall be responsible for ensuring that AXISCAPITAL has received the withdrawal request, by contacting AXISCAPITAL (e. g., via phone or email).
7. Rights of AXISCAPITAL | The rights of AXISCAPITAL within the scope of this Agreement shall be as follows: To reject any order or instruction of the Client; To cancel or adjust the transaction of the Client, if the Counterparty with which AXISCAPITAL executed the transaction has canceled or adjusted it; To provide for the account of the Client any and all trades requested by the Client or deemed necessary by AXISCAPITAL. Notwithstanding any other provision of this Agreement, AXISCAPITAL shall be entitled to restrict access to, or to impose limits, suspend, stop or cancel trading on the World Pro FX Metatrader 4 Platform either generally or in respect of particular currency pairs, transactions or customers, or to discontinue transmitting any or all information, or to refuse facilitating or proceeding any or all transactions, or to refuse allowing access to and use of the World Pro FX Metatrader 4 Platform, in the event that, at AXISCAPITAL’s sole discretion, any of the following circumstances occur:
Full or partial failure of the World Pro FX Metatrader 4 Platform, including failure of the technology constituting the World Pro FX Metatrader 4 Platform or any of the communications linked to the World Pro FX Metatrader 4 Platform or between the World Pro FX Metatrader 4 Platform and the Client and/or any of the Counterparties, or any other circumstance as a result of which it is not practicable for AXISCAPITAL to use the World Pro FX Metatrader 4 Platform; A breach of security of the World Pro FX Metatrader 4 Platform; A material breach by the Client of his obligations under this Agreement or any other agreement with AXISCAPITAL (including, without limitation, the Account Opening Documentation); Non-compliance by the Client with any applicable laws; Market conditions generally or conditions with respect to a particular currency pair or a single currency rendering it necessary or desirable, at AXISCAPITAL’s sole discretion, to do so; Absence of liquidity on the market. Any actions taken by AXISCAPITAL pursuant to this Section shall continue for such a time period as AXISCAPITAL reasonably determines it to be necessary or desirable.
In order for AXISCAPITAL to quote prices with the swiftness normally associated with speculative trading, AXISCAPITAL may have to rely on available price or other information that may later prove to be faulty. In such case, AXISCAPITAL may cancel or adjust the trade with the Client, but shall do so within reasonable time and shall provide the Client with a full explanation for the reason for such cancellation. AXISCAPITAL shall have its sole discretion and control over, and the right to modify at any time the functionality of the World Pro FX Metatrader 4 Platform (including, without limitation, the price feed(s) thereon), configuration and content, including without limitation: (i) the parameters and protocols by which the trading orders are placed, routed, matched or otherwise processed by the World Pro FX Metatrader 4 Platform; and (ii) the availability of the World Pro FX Metatrader 4 Platform with respect to particular currency pairs or transactions at any particular time or location.
8. Remuneration, Operational Premiums, Expenses and Commissions | The execution of trading orders of the Client by AXISCAPITAL is based on the conditions provided by a number of Counterparties involved which may apply different trading conditions, e. g., prices, commissions, overnights, leverages etc. AXISCAPITAL shall not be obliged to apply the conditions received by AXISCAPITAL from the Counterparties to each particular transaction of the Client. Any and all such differences shall compose Operational Premiums or Operational Expenses of AXISCAPITAL. Neither the Operational Premiums, nor the Operational Expenses shall be subject to any reimbursement duty by either party, and the Client expressly releases AXISCAPITAL from any duty to inform the Client of the amount of such Operational Premiums or Operational Expenses, if any. The Client acknowledges, recognizes and agrees that AXISCAPITAL may occasionally receive certain retrocession from Counterparties, banks and other third parties involved in the transactions executed by AXISCAPITAL for the account of its clients, including the Client, and that AXISCAPITAL has the right to receive and retain such payments; AXISCAPITAL will provide the Client from time to time, upon written request, with information regarding such payments.
9. Trading Orders | Each trading order shall be considered as an instruction of the Client to AXISCAPITAL on the manner to execute the mandate contemplated under Clause 2.1, and not a new, independent mandate. To be considered as valid, each order has to be both received and confirmed by AXISCAPITAL. AXISCAPITAL shall, as applicable, confirm orders received in writing, by electronic mail or by telephone. The execution of an order means confirmation of it. Any unconfirmed orders are considered as null and void under the present Agreement. Upon receipt and confirmation of a trading order, AXISCAPITAL shall make all possible endeavors to execute such trading order in accordance with the terms set out in Clauses 2.1 and 6. AXISCAPITAL may provide the Client with any programming tools to facilitate the planning of the trading activity of the Client. Such tools shall be provided on “AS IS” and “WITH ALL ITS FAULTS” basis. All technical facilities of planning the trading orders shall be provided exclusively for the convenience of the Client at the sole discretion of AXISCAPITAL and shall be used by the Client at its own risk.
10. Information | The information provided by AXISCAPITAL through the World Pro FX Metatrader 4 Platform and/or the website of AXISCAPITAL may be based on and reflect information provided by third parties, and it may prove to be faulty, unverified or unverifiable. Such information shall be provided exclusively for informational purposes and shall not be subject to any liability of AXISCAPITAL, whether for providing such information, or for any results of using it.
11. Communications | In order for the Client to be able to transfer and receive any communications to and from AXISCAPITAL, AXISCAPITAL shall, for the convenience of the Client, provide the Client with different means of communications: telephone, email, fax and others. The Client shall be entitled to use any of the means of communication at his own discretion for the purpose of communication with AXISCAPITAL. All the means of communication shall be provided by AXISCAPITAL strictly on “AS IS” and “WITH ALL ITS FAULTS” basis, and any mistakes, errors, interruptions or unavailability of any of the means of communication shall not expose AXISCAPITAL to any liability towards the Client. Any and all mistakes, errors, interruptions or unavailability of the means of communication may lead to mistakes, errors, interruptions or unavailability of trading; The Client acknowledges, agrees and accepts the possible occurrence of such mistakes, errors, interruptions or unavailability, and agrees not to hold AXISCAPITAL in any way liable for such occurrence and/or its consequences. The Client acknowledges the electronic nature of the World Pro FX Metatrader 4 Platform and the inherent risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside the control of the parties to this Agreement. The Client agrees that AXISCAPITAL may record and/or protocol all telephone conversations, Internet conversations (chats), and meetings between the Client and AXISCAPITAL, as well as use such recordings or transcripts from such recordings, as evidence towards any party (including but not limited to any regulatory authority and/or any court of law) to whom AXISCAPITAL at its entire discretion sees it to be desirable or necessary to disclose such information in any dispute or anticipated dispute between AXISCAPITAL and the Client. However, technical reasons may prevent AXISCAPITAL from making the above recordings. Consequently, the Client should not rely on such recordings to be available. In case of joint account holders, their liability shall be joint and several, and AXISCAPITAL may act upon instructions received from any of them.
12. Live Trading Account | The concept of “Live Trading Account” shall, for the purpose of this Agreement, have exclusively the meaning traditionally established in the FX industry practice, i.e. the Live Trading Account shall limit the maximum size of the Client’s FX transactions and multi- currency exposure. The granting of the Live Trading Account shall not establish a credit or similar relationship between AXISCAPITAL as a creditor and the Client as a debtor. The amount of the Live Trading Account shall be calculated by AXISCAPITAL in the basic currency, by multiplying the Equity of the account of the Client by the leverage determined by AXISCAPITAL.
The trading leverage provided by AXISCAPITAL to the Client shall be subject to change at the sole discretion of AXISCAPITAL, according to the usual practice of AXISCAPITAL considering the general FX market circumstances, the Equity of the account of the Client, the type of trading activity of the Client, the day of the week, the holiday’s calendar and other factors. AXISCAPITAL shall be entitled to use and operate with the funds on the account of the Clients to obtain the FX trading-lines from the third parties that are necessary to provide the corresponding Live Trading Account to the Client. The Client shall not be entitled to withdraw funds from his account in case he has a trading exposure, i.e., while he uses the Live Trading Account. In order to withdraw the funds, the Client shall be obliged to close all trading positions on his account.
13. Exclusion and limitation of liability | The Client agrees not to hold AXISCAPITAL or any of its officers, directors, employees, agents, subsidiaries or affiliates liable for any trading losses or other losses that may be incurred by the Client, except in case of willful default or gross negligence. AXISCAPITAL shall in particular not be liable for any loss of any kind suffered or incurred by the Client (i) as a result of AXISCAPITAL’s negligence, or (ii) caused by the auxiliary persons of AXISCAPITAL. AXISCAPITAL assumes no liability towards the Client for the ability of the World Pro FX Metatrader 4 Platform to meet the user’s requirements, be error-free, or operate without interruption, or that information transmitted through the World Pro FX Metatrader 4 Platform (or via phone) shall be accurate or timely. AXISCAPITAL shall also assume no liability for other users of the World Pro FX Metatrader 4 Platform or any employees of AXISCAPITAL to perform as expected. The World Pro FX Metatrader 4 Platform shall be provided strictly on “AS IS” and “WITH ALL ITS FAULTS” basis.
14. Termination | Either party is entitled to terminate the present Agreement at any time by giving no less than seven (7) days prior written notice, including but not limited to notice given by e-mail to the other party, such notice to specify the date on which the termination is to become effective. No penalty shall be payable by either party upon termination of the Agreement. Termination shall in no way affect any rights and obligations accrued hereunder until the date of termination. At the moment of termination of this Agreement, AXISCAPITAL and the Client undertake to complete all transactions that are already in progress and the terms of the Agreement shall continue to bind both parties in relation to such transactions. AXISCAPITAL shall be entitled to deduct all amounts due to it before transferring any funds on any account of the Client, and AXISCAPITAL shall be entitled to postpone such transferring until any and all positions between AXISCAPITAL and the Client are closed. Furthermore, AXISCAPITAL shall be entitled to require the Client to pay any charges incurred in transferring the Client’s investments. The termination of the Agreement shall extinguish the right of the Client to use any and all of AXISCAPITAL’s software and systems that it has made available to the Client during the Agreement.
15. Amendments to the Agreement | AXISCAPITAL shall be entitled to amend the Agreement at any time by giving a written notice of minimum thirty (30) calendar days, including but not limited to a notice given by e-mail to the Client. Such changes shall become effective on the date specified in the notice, unless expressly disapproved by the Client within thirty (30) calendar days as from the date of notification, in which case the parties may exercise their right to terminate the Agreement in accordance with Clause 14.
16. Confidentiality | Neither party shall disclose to any person (unless required to do so by any applicable law or by any regulatory or supervisory authority or by any other person entitled by law to require such disclosure) any information relating to the business, investments, finances or other matters of confidential nature of the other party which it may in the course of its duties or otherwise become aware, and each party shall use all reasonable endeavors to prevent any such disclosure. By entering into the Agreement, the Client authorizes AXISCAPITAL to disclose such information relating to the Client as may be required by any law, rule or regulatory authority, including any applicable Market Rules, without prior notice to the Client.
17. Waiver | The rights and remedies contained in the Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. No delay or omission of AXISCAPITAL in exercising any right, power or remedy provided by law or under this Agreement, or partial or defective exercise thereof, shall: Impair or prevent any further or other exercise of such right, power or remedy; or Operate as a waiver of such right, power or remedy. No waiver of any breach of any term of the Agreement shall (unless expressly agreed in writing by the waiving party) be construed as a waiver of any future breach of the same term or as authorizing a continuation of the particular breach.
18. Remedies | The Client shall indemnify AXISCAPITAL and keep AXISCAPITAL indemnified against all losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise, and including reasonable legal fees) which may be suffered or incurred by AXISCAPITAL as a result of or in connection with: Any breach of the Agreement by the Client; AXISCAPITAL entering into any transaction for the account of the Client hereunder; AXISCAPITAL taking any of the steps which AXISCAPITAL is entitled to take upon the occurrence of an event of default; unless and only to the extent that such losses, taxes, expenses, costs and liabilities are suffered or incurred as a result of AXISCAPITAL’s gross negligence or willful default These indemnities shall be in addition to any other right, indemnity or claim which AXISCAPITAL may have under this Agreement or general law and shall not be affected by any variation or limitation of this Agreement. This indemnity shall survive any termination of the Agreement.
19. Dispute Resolution | In case the Client has a complaint against AXISCAPITAL, the Client is obliged to address the complaint to AXISCAPITAL in writing. Subsequently, AXISCAPITAL is obliged to investigate the complaint promptly and fully. Without prejudice to any other rights of AXISCAPITAL under this Agreement, in case the Client and AXISCAPITAL are in a dispute on a trading order, AXISCAPITAL shall be entitled at its sole discretion and without any prior notice to take any and all actions AXISCAPITAL reasonably believes to be desirable for the purpose of limiting the maximum amount involved in the dispute. AXISCAPITAL shall not be liable for, or be under any obligation to the Client in connection with, any subsequent fluctuations in the level of the exposure of the accounts of the Client.
22. Applicable Law and Jurisdiction | The Agreement is subject to, and shall be construed in accordance with, Panamanian law as the sole and exclusive governing law. This Clause shall survive any termination of the Agreement.
20. Miscellaneous | The Agreement shall be for the benefit of, and binding for both the Client and AXISCAPITAL, and for their respective successors and assigns, but the Client may not assign any of his rights and obligations under the Agreement or under any transaction without prior written consent of AXISCAPITAL. AXISCAPITAL shall have the right to transfer and/or assign, at its sole discretion, to a third party, whether or not affiliated with AXISCAPITAL, all or part of its rights and/or obligations under this Agreement, including without limitation the duties assumed by AXISCAPITAL under Clause 2.1, and the Client shall be deemed to accept such transfer and/or assignment. Any existing or future legal and regulatory provisions in the field of banking services, data protection, money laundering, the operation and use of the Internet or any other regulation applicable in the frame of the services offered by AXISCAPITAL remain reserved and shall apply to AXISCAPITAL’s services as from the date when they come into effect.
The Client is aware and acknowledges that by using the Internet from abroad, he may infringe the law applicable in such other country. Certain software components such as coding algorithms may be subject to import and export restrictions in certain countries. The Client undertakes to inform himself and assumes sole liability for risks implied by foreign legislation. AXISCAPITAL bears no responsibility concerning the infringement of foreign law when the Client is using its services. If at any time any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the Agreement under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected. The Client undertakes to notify AXISCAPITAL without delay of any changes of his personal or contact details or of any other information relevant to this Agreement. This Agreement shall be effective as of the date of being signed by both parties. AXISCAPITAL INC.