Terms of Business. Index

Transcription

1 Index 1. General 2. Your Account 3. Classification & Your Money 4. Demo Accounts 5. Trading 6. Robotic Trading 7. Closure of open positions 8. Financing, commission and other charges 9. Orders 10. Margin 11. Markets 12. Spreads 13. Scalping Policy 14. Deposits / Withdrawals 15. Indices & Commodity Rolling Trades 16. Futures Markets 17. Trade sizes 18. Manifest Error 19. Force Majeure 20. Gapping 21. Communication, Contract Notes & Statements. 22. Treating Customers Fairly 23. Third Party Providers 24. Termination 25. Law and Jurisdiction 26. Assignment 27. Market Abuse 28. Limitation and Liability 29. Waivers and Amendments 30. Privacy and Data Protection 31. About these Terms 32. Rights of Third Parties 33. Conflicts of Interest 1

2 1. General I. Tradenext Limited ( Tradenext, us, we, our, ours or ourselves as appropriate) is authorised and regulated by the Financial Conduct Authority (FCA) under firm reference number The address of the FCA is 25 The North Colonnade, Canary Wharf, London, E14 5HS. Our registered address is Lower Ground, 3 Copthall Avenue, London EC2R 7BH. II. These terms of business form the basis of the agreement between us and our client ( you, yours, yourselves or customer as appropriate). Please read this document carefully. III. These terms of business cover Foreign Exchange (FX), Contracts for Difference (CFD) and Financial Spread Betting. You are agreeing to be legally bound by those parts of these terms that are pertinent to your account(s) if you (i) check the I have read and understand your terms of business box on the website (ii) sign the account opening forms or (iii) trade on your account. IV. These terms of business do not affect your statutory rights and will not exclude or restrict any duty or liability owed by us to you under the Financial Services and Markets Act 2000 or any other applicable regulations. V. As part of Tradenext s growth strategy we may at times offer new Products or Services to you and any such additional Products or Services will, in the absence of a separate agreement between you and us, be subject to these Terms. VI. These terms of business will be deemed to be the most recent and represent the entire agreement between you and us and supersede any previous terms of business that may exist. They come into effect when we open an account (or accounts) for you or when we notify you of these new terms of business taking effect from a previous version. VII. It is your responsibility to make sure that you comply with any local laws that are applicable to you, both in terms of holding an account and applicable tax laws. VIII. We do not allow residents of the USA to hold an account with us, and you undertake not to access our website or any trading platform associated with us from the USA or any other country where it may be against the law to do so. 2. Your Account I. We must accept you as a client before you can use our services; we may refuse your application for any reason and are under no obligation to provide any reason for doing so. II. We are obliged by the rules of the FCA to assess appropriateness of our Products and Services in relation to you before we open an account for you. We are not obliged to determine whether FX or CFD trading or Financial Spread Betting is appropriate for you. III. We may disclose your personal information to a third party and may obtain personal data from a third party for the purposes of verifying your details; these third parties may be credit reference or fraud prevention agencies and they may keep a record of that search. IV. If we open an Account in the names of two or more people, each such person will be fully responsible for that Account (jointly and severally). So (for example) we would be entitled to require one of you to pay all losses and would not have to require any of the others to pay any losses. Also, we are entitled to accept instructions from any of the Account holders, without having to first tell the others V. We will let you know what your Account Number is and we will provide you with log-in details. As part of the Account activation process you will be required to create a password or one will be issued to you. VI. You must keep your password confidential. No one at Tradenext will ever ask you for your password and under no circumstances should you divulge it. VII. If you think your password has been compromised you must inform us immediately, we accept no liability for any unauthorised use of your account. VIII. Your Account Number and log-in details also form part of our identification process so should be kept secure. 2

3 3. Classification & Your Money I. We will classify you as a Retail Client, Professional Client or Eligible Counterparty. II. If you are a Professional Client or Eligible Counterparty, you have the right (subject to the Regulatory System) to request a re-categorisation as a client that benefits from a higher degree of protection. III. Retail Clients may also request re-categorisation as a client that is subject to a lower degree of protection (subject to the Regulatory System). IV. We are not obliged to agree to any requests to be re-categorised as referred to above. Any re-classification may require us to agree terms with you in relation to that re-categorisation. V. If you have been classified as a Retail Client the following will apply All money credited to your account will be held in a segregated client money bank account at one or more approved financial institutions in accordance with Client Money Rules On each business day we will reconcile between the accounts and will make the required transfer to or from the client money bank account. If you have not traded in the previous 5 years and we have been unable to contact you we will release any monies held by us for you from the client money bank account. VI. If you have been classified as a Professional Client or an Eligible Counterparty the Client Money Rules will not apply and the money will not be segregated from money held in our accounts. VII. We do not pay interest on any money held by us for you and you agree that you waive any entitlement to the same. 4. Demo Accounts I. You can apply for a demo account, this will be active for 30 days, it is for practise and demonstration purposes only, any monies made or lost are purely fictitious. II. Trading performance on a demo account does not necessarily reflect performance achieved when trading on a live account. 5. Trading I. The words trading, trade, trades, betting, bet and bets are synonymous in these terms of business II. Tradenext will act as the principle counterparty on all trades or orders executed using the Services we offer, they are performed by us on an execution only basis. III. When you trade you do so on our price you will sell at our bid and buy at our offer, orders will be triggered at our bid or offer. IV. We are under no obligation to satisfy ourselves on the suitability of any trade or to suggest ways for you to reduce any risk exposure you may have. V. You make the following representations and warranties to us when you submit your Application Form, enter into the Terms and each time you place a trade or Order, or give any other instructions: that you have full capacity and authority to do so; that in doing so you are in full compliance with all laws and the Regulatory System; that you are acting in person or by someone duly authorised to act for you; that all the information you have provided to us, both in your Application Form and otherwise, is true accurate and complete in all material respects; that you signed your Application Form or someone signed it who was duly authorised to do so; that you agree to the Terms, the Risk Warning Notice and the Execution and Trading Policy; that the Terms bind you. You have sufficient knowledge and experience or have received sufficient professional advice in order for you to make your own decision as to the risks or rewards of the trade that you act as principal. 3

4 VI. We are under no obligation to accept any trade from you whether to open or close a position if we believe that doing so would be illegal. VII. If you wish a third party to be able to trade or bet on your account then you must request that an authorised dealer be added to your account via mail or . This will allow someone else to trade on your account without having the full power of attorney powers of control. This third party will not be able to make payments or withdrawals You are still liable for any trade on your account. VIII. Any trades on your account must be made by you and not by a third party, unless you have given specific authorisation for someone else to trade on your account via a power of attorney or trading authorisation or you have activated a trading robot. If you have facilitated someone other than you trading on your account without prior written agreement with us then you are still liable for all trades carried out on this account. IX. We may report any trade, bet or transaction entered into by you to any relevant regulatory authority that may be required by law or best practise. X. We reserve the right to amend or delete trades that may have arisen from the price being wrong due to a latent price, manifest error or force majeure (please refer to sections 18 & 19) XI. You may hold an opposing position with us so you may be long and short in the same product; you should take care when closing a position that you are closing your open position rather than opening a position the other way round. XII. We are an internet based company offering you access to multiple trading platforms via the internet and as such, in spite of our numerous safeguards there is a possibility that a failure could occur that makes trading impractical. In such circumstances you accept all liability for any losses that may occur as a result of this, all markets will remain open until the underlying market closes but stops and limit orders may not execute. You may telephone the trading desk (+44 {0} ) to close any open positions. Please note that during periods of high volatility in underlying markets we may experience unusually high telephone call volumes and you may not be able to get through. In such circumstances we will use commercially reasonable efforts to answer your call as quickly as possible but will not be liable to you for any trading loss due to delay, unless as a result of our fraud or wilful default. 6. Robotic Trading I. You take sole responsibility for any third party applications that you install on our MT4 platform, or any software provided by MT4 on download. II. You accept that you are responsible for conducting due diligence on the respective software and determine whether the software is right for you. III. We do not and will not give any advice concerning the selection of or use of any third party software, Script, Expert Advisor (EA) or Indicator and if you choose to install or use such you do so at your own risk. IV. An EA may generate a high number of trades and at times leverage your account to the maximum possible exposure to a market given your available funds. You are solely responsible for monitoring these trades/orders, the profit/loss they generate and to maintain sufficient funds in your account to cover Margin. V. We reserve the right to disable the use of any third party software or hardware from your account. 7. Closure of open positions I. An open position will continue until Its expiry date, if applicable You close it We close it The execution of an order that closes it II. On the expiry date of the market the relevant position will be closed at the prevailing closing rate. This rate may not always be determined by the official closing price as per our market information sheet and we reserve the right to add 4

5 a spread to the closing price to fairly represent where we un-hedged our position. III. You can close a trade by entering an equal and opposite trade in the same product, you should take care that you are closing the position and not opening an equal and opposite trade hedging your existing open trade. IV. To close part of the position you should use a smaller trade size than the open amount of the trade. V. You can use stop or limit orders to close your trade when the market reaches a specific level, however these levels are not guaranteed. VI. You can only close open positions during our trading hours for the relevant Market. VII. In the event of our relevant trading platform not being available you can close an open position via the telephone (+44 {0} ). 8. Financing, commission and other charges I. Financing will be calculated on any positions that you hold at the time that financing is due for a particular market or overnight. These finance charges depend on the market in question II. In the case of FX a. We roll your position forward from one business day to the next. b. Financing applies to any FX position held open at 5pm New York time c. The financing is calculated on the actual notional value of your trade d. We roll using TomNext points e. Financing can result in a charge payable by you or to you depending on the interest rates of the currency pair. III. In the case of Commodities and Indices a. Financing is calculated on the actual value of the trades held b. Financing is charged using the prevailing 3 month Libor rate for the applicable currency +/- 1.5% c. This can result in time of low interest rates for a charge being levied on a short position, currently we will not charge for you to hold a short position, although this is subject to a fair use policy. We reserve the right at our absolute discretion to charge on short positions. IV. We reserve the right to change the financing rates and calculations at any time and without prior notice. V. In the case of incorrect funding being applied we reserve the right to retrospectively correct any incorrect charges on your account by applying a credit or debit to your account. VI. We may offer for some clients a Swap Free FX/CFD account which will have wider spreads; however, no financing will be applied. 9. Orders (see also Appendix A Order Types). I. We will accept instructions (Orders) to trade when the Tradenext Price reaches a certain level II. All Orders are by default Good til Cancelled (GTC); they will remain working until you cancel them, they are executed or the market to which the order relates expires. III. You can amend you Order to be GT; by entering a date and time for expiry when creating the Order. IV. Once your level has been reached we will attempt to fill your Order within a reasonable time and at the next price available to you in the market. V. The price at which we execute an Order is not guaranteed, in the event of volatile markets there is a possibility that your order will be slipped to the next price level that is reasonably available in the market. ( See Gapping Section 20) VI. We accept stop loss, limit and stop orders. Stop loss orders are attached to an open position and when executed will close the open position; it is possible that a stop loss order will be executed at a price worse than you entered. Limit orders are orders to buy below or sell above the current market price; it is possible that a limit order will be 5

6 executed at a price better than you entered. Stop orders are orders that will buy above or sell below the current market price; it is possible for these orders to be filled at either a better or worse price than you entered. VII. We will always pass on positive slippage irrespective of the market you are trading. VIII. We reserve the right not to execute an order if there are insufficient funds in your account to cover the required margin. IX. We do not accept any liability for any losses incurred by us executing any order on your account regardless of your ability to cover margin. X. We accept trailing stop orders on our MT4 Platform which will automatically move up or down depending on your position. These rely on a connection between you and MT4 and will only work whist you are logged in to the MT4 platform. 10. Margin. I. When you open any trade a Margin must be paid (we refer to this as Margin Requirement { MR }), this is the minimum deposit that we require for you to open a trade. The MR needs to be maintained whilst the position remains open and you may be required to add funds to your account to maintain the minimum MR. II. MR is calculated using a Margin percentage (the Margin Percentage can be found on the Market Information Sheets) according to the following formula: On CFDs and FSB trades: (trade size multiplied by Tradenext Price) multiplied by the relevant Margin Percentage for the trade you want to place or have placed; for forex trades: trade size multiplied by the relevant Margin Percentage for the trade you have placed or want to place. III. Please note that in relation to open positions, MR is calculated based on the current Tradenext Price and Margin Percentage of the trade you have placed, not Tradenext Prices and Margin Percentage at the time the trade was placed. IV. Please note that Tradenext can vary Margin Percentages at any time and the new Margin Percentage applies to all open positions and therefore an additional Margin payment (Maintenance Margin { MM }) might become due to maintain open positions. If this occurs we will make every endeavour to contact you and help resolve the situation. V. You may have to pay MM to keep your open positions open. If you fail to pay MM when due, it can result in closure of open positions. VI. You have to pay MM if the Current Margin on your account is 100% or less. Current Margin is a percentage calculated as follows: (Total Account Equity divided by Total MR ) multiplied by 100%. VII. For the purpose of calculating the Current Margin all relevant figures will be converted into your Base Currency VIII. The amount of MM you must pay to us is the amount needed to make the Current Margin greater than 100%. IX. MM is payable immediately upon the Current Margin reaching 100% or less. X. You must monitor your Account, and all relevant factors, so that you know your Current Margin and Trade Funds Available and whether or not MM is payable. XI. It is in your own best interests to make sure you understand how to calculate the Current Margin, Trade Funds Available and Maintenance Margin. If you are in any doubt call Customer Services. XII. If you have failed to pay Maintenance Margin or the Current Margin on your account has fallen to 30% or below we will close some or all open positions on your account 6

7 XIII. We normally do this to the extent necessary to take your Current Margin to more than 30%. This is an automated process. Usually we close open positions showing the biggest loss first, but that is not guaranteed. We can close some or all of your open positions and cancel some or all Orders without giving you notice. You will be able to tell from the Trade history on the trading platform if this has occurred. XIV. Payments in relation to Maintenance Margin: you must pay us in your Base Currency; Maintenance Margin does not represent your total liability to us. You must also, for example, pay to us any losses you have incurred on closed positions as well as any other amounts payable under the Terms; subject to the Regulatory System, we can allow your open positions to run, and allow you to open new positions, even if you have not paid the required Maintenance Margin. 11. Markets I. We offer an extensive range of markets and in line with our growth strategy we will continue to add to the range of financial contracts and markets that we offer. For a detailed description of the markets offered particular to the trading platform you are using you should refer to our Market Information Sheets (MIS) which are available on our website. II. All markets settle on a cash basis with no physical delivery. 12. Spreads I. We offer either fixed or variable spread accounts and we will make every effort to keep these spreads as tight as possible. II. We reserve the right to change our spreads at any time; this may be for a number of reasons including extreme volatility or lack of liquidity. III. We may offer to move you, or without consultation move you, from a fixed spreads account to a variable spreads account at any time. 13. Scalping I. Our scalping policy will apply to any market that is traded through your use of any of Tradenext s trading platforms. II. We define scalping as when a trader, often using high leverage, attempts to take advantage of a price discrepancy or anomaly in the market in a very short period of time, often just a few seconds. This anomaly can be caused by latent prices; which is when delays in updates occur, these may be small however they can still be exploited. III. By providing fixed spreads and liquidity to you, where it is possible to do so, we try to help you trade in volatile global financial markets by giving you greater price stability. We do not provide fixed spreads and liquidity to enable Scalping and will deem any instance of Scalping to be a Manifest Error (for more information on the treatment of Manifest Errors please see section 18). Scalping is considered a breach by you of our Terms of Business and may result in the immediate termination of your account and your access to our platforms. IV. We reserve the right at any point to change your underlying liquidity feed to another to protect ourselves against abuse of all kinds including scalping, we may change your spreads from fixed to variable, and we have no requirement to give notice or warning of any kind. We are not obligated to change the liquidity feed and may take any other action permitted by our Terms of Business. 14. Deposits /Withdrawals I. You can instantly fund your account on any platform that you may be using via debit or credit card from our website. II. We reserve the right to pass on costs that are associated with taking deposits from you via debit or credit card. Currently we will not pass on these costs, however, this is subject to a fair usage policy and we can under our absolute discretion levy a charge if we feel you have abused this. 7

8 III. You can fund your account via bank transfer, however, this will not instantly appear on your trading account on the trading platform you are using, you should inform us when you have funded your account in this manner tradenext.co.uk We will inform you via when these funds have been added to your trading account. IV. We will not accept or make a third party payment unless, at our absolute discretion, we have agreed to do so in strict adherence to anti money laundering regulations. V. We do not accept payment via cheque. VI. You can request to withdraw funds via the website under the withdraw funds tab or via to payments@ tradenext.co.uk this is not an automatic process so the funds will remain on your account until they are manually removed. If at the time we try to remove the funds you do not have enough cleared funds in your account we will inform you via . VII. In the first instance we will always return funds to the original source. VIII. If for whatever reason transactions on your account have been queried by any regulatory bodies we reserve the right to suspend your account until subsequent resolution. IX. If for any reason the balance of your account becomes negative which may have occurred due to market gapping (see section 20) you are required to clear this balance. If for any reason you have not cleared this balance within 7 days or come to an agreement with us regarding repayment we will take any action necessary to recover the debt. During the recovery process we will charge an interest rate, accrued on a daily basis, of 5% above the prevailing base rate at HSBC or any other financial institution selected by us at our absolute discretion. 15. Indices & Commodity Rolling Trades I. Rolling trades have an expiry date that is in the future; they are automatically rolled at the close of business every day and are subject to financing. You may request that your profit or loss be crystallised at this time, this may incur a nominal charge. II. We can, at our absolute discretion decide to crystallise your profit and loss, this will be performed at the current midprice without charge. III. If you do not have the funds required to roll your position then we reserve the right not to roll the position and leave it to expire at the market price. IV. Financing for rolling trades, CFD s or Financial Spread Bets, in Indices and Commodities are usually based on the underlying market. However, in the case of prices that are derived from a futures price this can look significantly different from where the underlying market is trading. V. These derived prices are obtained by adjusting the futures price by a fair value. VI. Fair Value is calculated by taking away the estimated dividend or index points and adding cost to carry, based on interest rates. 16. Futures Markets I. Futures Markets will expire on a given date, there is no funding applied to holding a futures position. II. All markets are cash settled there is no physical delivery with any position. III. We do not automatically roll clients from the expiring market into the next available contract, if you would like us to roll your position you must give at least 2 days notice to the dealing desk. (+44 {0} ). 17. Trade sizes I. Every market has a minimum and maximum trade size, details of these can be found on our Market Information Sheets 18. Manifest Errors I. A Manifest Error can occur when a price is dealt on that is wrong; this may be, as a result of an error, omission or misquote, whether by us or a third party, latent prices due to a slow internet feed 8

9 II. If a trade or Order is based on a Manifest Error we can acting reasonably and in good faith void the trade. In doing this we will close the relevant trade as if it has never been placed cancel the Order close the trade (at the Tradenext Price on closure) adjust the trade or Order, so that it is the trade or Order that would have been placed without the Manifest Error III. We can exercise the above rights regardless of the effect it may have on your other open positions or Orders, or other positions you may have with a third party and even if a loss arises as a result. 19. Force Majeure I. If we are prevented, hindered or delayed from performing any of our obligations under this Agreement by a Force Majeure Event, then our obligations under this Agreement will be suspended for so long as the Force Majeure Event continues and to the extent that we are so prevented, hindered or delayed. We will not be deemed to be in breach of this Agreement or otherwise be liable to you by reason of any delay or failure in performance of any of the obligations under this Agreement to the extent that the delay or failure is caused by a Force Majeure Event, and time for performance will be extended accordingly. II. A Force Majeure Event means acts of God, war, hostilities, riot, fire, explosion, accident, flood, sabotage, power supply interruption, failure of communications equipment, lock-out or injunction, compliance with governmental laws (domestic or foreign), regulations or orders or breakage or failure of machinery; the suspension or closure of any market or the abandonment or failure of any event on which we base our quotes or to which our quotes may relate or the imposition of limits or special or unusual terms on trading in any such market or on any such event; or the occurrence of excessive movement in the price of, or loss in the liquidity of, any of our indices or Products and/ or any corresponding market, or our reasonable anticipation of such, or any other cause whether or not of the class or kind referred to above which affects performance of this Agreement arising from or attributable to acts, events, omissions or accidents beyond our reasonable control. See also clause 10.1 as to Market Disruption. 20. Gapping. I. Gapping occurs when a market jumps (or gaps) often following a news announcement or when a market has been closed and there has been an occurrence which has changed where the market will reopen. II. This may cause slippage which is when the price moves past the price at which you have set your order. In such a circumstance we would close your open trade at the next price available. III. Additionally, markets may also be extremely busy when the underlying market becomes volatile and, in accordance with our Order Execution Policy, we will execute orders on a first-in-first-traded basis. This may result in your stop loss order being executed at a price significantly below your stop loss order price in a rapidly falling underlying market, or being executed at a price significantly above your stop loss in a rapidly rising market. IV. You should take care when you are trading that you are aware of any market news that may be due that may affect the market that you are trading, if you trade over a news announcement you should be aware that the price you actually trade at can be vastly different from the level you intended. V. Slippage can be both negative, i.e. you are filled at a worse price than you anticipated, or positive, i.e. you are filled at a better price than you anticipated. VI. Tradenext will always pass on improvements in price irrespective of the market traded. 21. Communication, Contract Notes & Statements. I. It is your responsibility to provide us with current and up to date contact details when opening your account and to keep us up to date with any changes to these details II. You can contact us via , live chat or telephone III. You hereby consent to all telephone communications made by or to you or on behalf of you with us being recorded. 9

10 These recordings will be our sole property and may be used for training purposes, to confirm instructions, as evidence in the event of a dispute or as may be required by the FCA. We will retain telephone call recordings as required by FCA Rules. IV. We will report to you as follows a confirmation will be shown on the Trading Platform in respect of each open position immediately after the trade has been executed unless you have chosen the one click trading option in which case you will see the new position in your open positions a daily recap of trades will be ed to you on a daily basis and in any event no later than the next business day after the trades were executed; we will you a statement once a month itemising all activities on your Account during the period covered by the statement. V. You should check your confirmations and statements as soon as possible. Please tell us immediately, or in any event within 3 business days, if you think anything is wrong or missing. VI. If you do not receive a confirmation, that will not affect the validity of any orders or trades placed, however you must notify us to inform us you have not received a confirmation you are expecting. VII. You can also contact us via , telephone or Live Chat to ask for further information in relation to your Account or the status of any open positions or Orders. 22. Treating Customers Fairly I. We are committed to offering you the best possible standards of service and we will constantly monitor our processes and procedures to ensure that we meet the highest standards expected of us under the FCA initiative of Treating Customers Fairly. II. In order to achieve these standards we will ensure that All staff have the highest possible levels of training and product and platform knowledge. You are aware of the risks associated with your trading activity and those risks inherent in Financial Spread Betting, Forex and CFD trading. All our charges are transparent and fair, You are encouraged to ask if there is anything you don t understand All our platforms and products are clearly defined, easily understood and easy to use and trade All our financial promotions are clear, fair and not misleading We have a clear and simple complaints procedure should you become unhappy with our service, and that all complaints are handled fairly and promptly. 23. Third Party Providers I. We use third party providers in various aspects of our business, including education, news feeds etc., and we do not accept any liability for any information that they provide that may be published on our website or via any other means. II. We accept no liability over any losses made by you relying on any information that we or any third party provides. 24. Termination I. These Terms came into force on the day we allocated you an Account number. The Terms may be terminated: Immediately by us subject to these Terms Termination by you giving us thirty (30) days written notice to close your Account; Termination by us giving you thirty (30) days written notice that we will close your Account. II. Upon such notice being given, any open Trades will continue until they are closed or expire in accordance with this Agreement. The service of any termination notice will not affect any obligation or liability that may have already arisen 10

11 in connection with any open Trades or otherwise under this Agreement III. Cancellation or termination of these Terms and the closure of your Account will not affect: - Any rights, obligations or liabilities that have arisen on or prior to cancellation, termination or closure including in relation to any open position or Orders. This means, in particular, that we will both continue to be liable to pay each other amounts payable; Any provision of these Terms which expressly or by implication is intended to survive cancellation, termination or closure for example to deal with closing open positions or to calculate amounts 25. Law and Jurisdiction I. These terms of business apply to all trades or Orders of any type carried out with us on any of our platforms and are governed by the laws of England and Wales. II. Except for the right of Tradenext below, the courts of England and Wales will have exclusive jurisdiction over any claim or matter arising under or in connection with these Terms and the legal relationships established by these Terms. Nothing in this clause shall limit the right of Tradenext to take proceedings against you in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the full extent permitted by the law of such other jurisdictions. III. If any part of any provision of this Agreement is invalid or unenforceable, then the remainder of such provision and all other provisions of this Agreement will remain valid and enforceable. IV. If these Terms of Business have been translated into any other language, then it is these original Terms of Business, written in English, which will deemed to be legally binding. 26. Assignment I. You may not assign or transfer any of your rights or obligations under this Agreement. II. Provided that in doing so Tradenext complies with the Regulatory System, it can assign, transfer, charge, subcontract or deal in any manner (in whole or in part) with its rights and/or liabilities under this Agreement. 27. Market Abuse I. You undertake that any trade made with us will not contravene market abuse rules. II. We may hedge all or some of our exposure to you by opening positions with other institutions thereby exerting a distorting influence on the underlying market. III. You understand that any trades you make are subject to regulation and in particular when you open or close and equity position with us you may be treated as dealing in securities pursuant to Part V of the Criminal Justice Act Limitation and Liability I. Nothing in these Terms will exclude or limit our liability to you in respect of: Loss caused by fraud, fraudulent misinterpretation, wilful default or negligence our liability to you for death or personal injury arising out of our negligence II. Subject to the above we shall not be liable to you for any losses, costs claims, damages or expenses suffered relating to this Agreement or any trading activities undertaken by you using the Services we offer, except where caused by the wilful default, fraud or breach of this Agreement by us or our employees III. We shall not be liable to you for any indirect Losses which you suffer, except in the case of our wilful default or fraud. Indirect loss would include, for example, loss of profit, loss of opportunity, loss of business and any other indirect losses. IV. Unless prohibited from excluding liability by law, we will not be liable to you for incidental, special, punitive or 11

12 consequential damages caused by any act or omission of ours under this Agreement. This limitation will include claims relating to loss of business, loss of profits, loss of opportunity, failure to avoid loss, loss of goodwill or reputation or the corruption or loss of data. V. Without prejudice to any other limitation of our liability contained elsewhere in this Agreement, the maximum amount of our liability in respect of any Loss that you may suffer in relation to any one Trade will be the amount equal to the Margin you placed with respect to that Trade. 29. Waivers and Amendments I. If you or we delay in exercising or fail to exercise any right or remedy, that will not be a waiver of that (or any other) right or remedy. Also it will not prevent any future exercise of that right or remedy. II. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that right or remedy. III. A waiver or consent only applies in the circumstances for which it was given and does not prevent the party who gave that waiver or consent from subsequently requiring compliance with any provision it has waived or in respect of which it consented to non-compliance. IV. If you or we waive a particular breach, that will not be a waiver of any other breach and will not affect any other Terms. V. We can in particular waive or relax any of the obligations you owe to us, for example in relation to minimum and maximum trade sizes, Initial Margin and Maintenance Margin. However if we do this we can subsequently require full compliance with the relevant obligation. VI. If either of us agrees any release, postponement or settlement of any liability of the other owed to it, that will not affect or prejudice any of the other liabilities owed to it or its other rights. VII. We will be entitled to amend or vary the terms of this Agreement from time to time giving ten (10) days notice to you, unless that amendment or variation needed sooner as a result of Regulatory change. VIII. Any Amendment or variation will apply to all open trades or Orders as at and after the effective date of the change. You are at liberty to close any open trades and terminate this agreement if you do not agree to the Amendment or variation. 30. Privacy and Data Protection I. We recognise how important your personal and financial information is and we will ensure that we offer you a secure website and strict internal procedures that will protect this. II. We undertake that we will not sell your personal information to any third parties. III. We do not maintain your credit/debit card details on our servers. IV. We use cookies to help us provide you with a better website experience and to try to improve the services we offer you. This function may be disabled by you; however, this may affect your ability to view our website. V. For further information about how we safeguard your privacy and about cookies please refer to our privacy and security policy (link) VI. When you provide us with personal information you do so within the meaning of the Data Protection Act 1998 (DPA). You consent to us and our Associated Companies processing you information for purposes of establishing and administering an account in respect of the Services we offer. We do this in accordance with our Privacy and Security Policy. VII. All our staff with access to your personal information are trained in the handling of such and we keep all hard and soft copy information in a secure location. VIII. If you wish to access information we may hold or wish us to correct any misinformation please contact us via privacy@tradenext.co.uk we may charge a fee for accessing the information. Please note that pursuant to the DPA 12

13 certain information may be exempt from disclosure or we may be unable to disclose information you request. 31. About these Terms I. ignore clause headings; they are for convenience only II. words in the singular include the plural and vice versa; use of any gender includes the other genders III. any reference to a statute, the Regulatory System or any subordinate legislation refers to it as amended, replaced and in force from time to time IV. if we use the expression including, include, in particular, for example or the letters e.g. or anything similar, that means that the words following are given by way of example only and do not limit words preceding those expressions V. trade (and analogous expressions) include references to opening or closing a position, placing or cancelling an Order and the execution of an Order be it Forex, CFD or Spread Bet VI. when we refer to giving you written notice, that notice may be given on paper and by any electronic means, including by , by publication on the Website or by sending it via the Trading Platform VII. unless otherwise stated, all times stated refer to UK time 32. Rights of Third Parties I. The Associated Companies of Tradenext can enforce these Terms. The successors and assignees of Tradenext will be deemed to be parties to these Terms and able to enforce them II. Except as provided above no provision of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act III. Notwithstanding that any provision of these Terms may be or become enforceable by a person who is not a party to it, these Terms or any of them may be varied, amended or modified, or these Terms may be suspended, cancelled or terminated by agreement in writing between Tradenext and you or as otherwise provided in these Terms or rescinded, in each case without the consent of any such third party 33. Conflicts of Interest I. A conflict of interest can arise between Tradenext, our directors and staff and fellow group companies and associates and you as a client. They may also arise (directly or indirectly) between your interests and those of another client of ours. II. A conflict of interest can occur in various ways and may for example arise in respect of the fairness in allocation of such block trades, where we undertake trades in relation to more than one client. Market quotes are given by us on a real-time and open basis for clients to trade where they so desire. Where a trade is to be executed on behalf of more than one client (a block trade ), our Order Execution Policy stipulates that orders must be filled on a first-in-first-filled basis and thus manages the potential or real conflict between our clients interests. All trades are recorded on a realtime basis. III. We will follow the general principles and policies that govern our business, where other instances arise which might give rise to a conflict of interest. IV. Under such general principles, Tradenext and its employees should not directly or indirectly: make any financial gain, or avoid any financial loss, at the expense of any client; have an interest in the outcome of a service provided to a client, or a transaction carried out on a client s behalf, which is distinct from the client s interest in that outcome; have a financial or other incentive to favour the interests of one client or group of clients over the interests of another client or group of clients; carry on the same business as a client; receive from any person an inducement in relation to a service provided to a client in the form of monies, goods or 13

14 services, other than the standard commission or fee paid by the client for that service. V. Staff at Tradenext may on occasion accept small gifts or hospitality from third parties associated with the day to day running of the business. At no time will this affect or impair their duty to act in the best interests of our clients and fully complies with the Bribery Act VI. Tradenext employees are trained to identify the risk of conflicts and to report where actual or potential conflicts. Our compliance department regularly conducts independent monitoring of our activities including an analysis of client dealing and our position in markets at the time of client trade execution. VII. Where appropriate, we provide for segregation of activities and duties to ensure independence. In those areas where there is greater risk of potential conflicts of interest, we seek to segregate specific transactions so that they are performed independently from other transactions where a conflict of interest could arise. VIII. Our Regulatory Compliance Committee comprises senior executives who are charged with the responsibility of overseeing all of our operations so as to ensure that all clients are treated fairly and ensure the systems and controls are maintained to manage any potential conflicts appropriately. IX. Where we identify an actual or potential conflict of interest, we may take the following steps: decline to act where there is a potential conflict or cease engaging in the activity leading to the conflict; accept the conflict of interest but take steps to protect your interests; or disclose the conflict of interest and/or obtain your consent to act. X. Some conflicts of interest cannot be satisfactorily managed either by declining to act or protecting your interests. In such cases, we will disclose appropriate and proportionate information to you or, as needed, obtain your consent to act. IV. Appendix A Order Types Order Types We set out below the available types of Orders. Note that Stop Orders and Limit Orders can be attached to an existing open position. As a consequence, if you have attached an Order to an open position, the Order that is attached to that open position will also be automatically cancelled if you close the open position to which it is attached Buy Limit Order: An Order to place a buy trade at an execution price below the current Tradenext Ask Price, to be executed when the Tradenext Ask Price (for the relevant Market) reaches or trades through that level. If the Tradenext Ask Price reaches the execution price, at which the Order has been placed, during Market hours then the Order will be executed. If the Market closes above, but opens below the Order level, then the Order will be filled at the first Tradenext Ask Price (for the relevant Market) reasonably available below the Order level. Sell Limit Order: An Order to place a sell trade at an execution price above the current Tradenext Bid Price (for the relevant Market), to be executed when the Tradenext Bid Price (for the relevant Market) reaches or trades through that level. If the Tradenext Bid Price reaches the execution price, at which the Order has been placed, during Market hours then the Order will be executed. If the Market closes below, but opens above the Order level, then the order will be filled at the first Tradenext Bid Price (for the relevant Market) reasonably available above the Order level. Limit Order: This is the expression we use to cover a Buy Limit Order and Sell Limit Order. Buy Stop Order: An Order to place a buy trade at an execution price above the current Tradenext Ask Price, to be executed when the Tradenext Ask Price (for the relevant Market) reaches or trades through that level. If the Tradenext Ask Price reaches the execution price, at which the Order has been placed, during Market hours then the Order will be executed. If the Market closes below, but opens above the Order level, then the Order will be filled at the first Tradenext Ask Price (for the relevant Market) reasonably available above the Order level. Sell Stop Order: An Order to place a sell trade at an execution price below the current Tradenext Bid Price, to be executed when the Tradenext Bid Price (for the relevant Market) reaches or trades through that level. If the Tradenext Bid Price reaches the execution price, at which the Order has been placed, during Market hours then the Order will be executed. If the Market closes above, but opens below the Order level, then the order will be filled at the first Tradenext Bid Price (for the relevant Market) reasonably available below the Order level. Stop Order: This is the expression we use to cover a Buy Stop Order and Sell Stop Order. Parent and Contingent Order: This operates as follows: you place a Limit Order or a Stop Order to open a new position; we call this the parent Order. This parent Order cannot be attached to an existing open position; 14

15 o in addition to and at the same time as you place the parent Order, you can also place any other Stop Order or Limit Order. However, this second Order will only become effective if the parent Order is executed. Trailing Stop Order: This operates as follows: Note: The below Trailing Stop Order will update on your client terminal, and not on Tradenext s server. Your client terminal sends updates to our server so that it maintains the last updated level of the stop. This does mean, however, that should there be a break in connection between your terminal and our server, then the last updated level will be kept, and that level will remain until either (a) the market reaches your level and the Trailing Stop is activated, or (b) you log onto the system again the stop order level is updated again. Tradenext allows you to place a trailing stop against an open position. You place a trailing Stop Order at a specific distance ( Stop Distance ) from the current market price. This can be specified when opening the position by setting the value in the MT4 ticket window. Alternatively, it can be added to the open position once the position has been opened. If you add a Trailing Stop on the opening of a position via the ticket window, or if you add the trailing stop to the position via the Open and pending Orders, then the trailing stop will become active immediately. The stop level will be the Stop Distance value away from the market price when you place the trailing stop. The level of the stop can be seen in the Open and Pending Orders window as well as the Trade window. If Tradenext s price then moves in a profitable direction for the trade, then the Trailing Stop order will move with the Tradenext price so that the Trailing Stop Order is the Stop Distance away from the Tradenext price. If Tradenext s price moves in an unprofitable direction, then the Trailing Stop Order does not move. 15