2 TERMS OF BUSINESS FOR CLIENTS RoboForex (CY) Ltd RoboForex (CY) Ltd.is authorized and regulated by the Cyprus Securities and Exchange Commission License: 191/13 Standard Terms of Business ("Agreement"), together with any Schedule(s), Annexes and accompanying documents (including the Notice Letter and any agreements supplemented to these terms of business which you and we may enter into) and any applicable documentation completed and/or supplied by you in order to open the account and/or as expressly stated by us to form part of this Agreement, as amended from time to time, Agreement sets out the terms of the contracts between you and RoboForex (CY) Ltd. (hereafter RoboForex). It is, therefore, very much in your interests to read it carefully. Please let us know as soon as possible if there is anything, which you do not understand. 1. GENERAL INFORMATION 1.1 Our Particulars: RoboForex (CY) Ltd. RoboForex (CY) Ltd uses trading name "RoboOption". 1.2 Our website: Our website at contains further details about us and our services and other information, relevant to this Agreement and our website, in the event of conflict between this Agreement and the website, this Agreement will prevail. 1.3 Capacity: Except where expressly agreed, we act as agent on your behalf. Client categorization Following the implementation of the Markets in Financial Instruments Directive (MiFID) in the European Union and in accordance with the Investment Services and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007) in Cyprus, is required to categorize you into one of the following three categories: retail, professional or eligible counterparty. Right to re-categorize You have the right to request a different client categorization offering a level of regulatory protection. Unless your advise us in writing otherwise, we assume you are acting as principal and not as agent or trustee on behalf of someone else, and accordingly Schedule 1 (Agency) and Annex 3 (Trustee Provision to Section 13 of this Agreement) shall not apply to you. However, if you are in fact acting as agent or trustee on behalf of someone else:
3 1.3.1 You must inform us in writing of that fact; Schedule 1 (Agency) and Annex 3 (Trustee Annex to Section 13 of this Agreement) shall apply to you whilst Section 11.1 (Representations and Warranties) shall not apply to you. 1.4 Applicable Regulations: This Agreement and all Transactions are subject to Applicable Regulations so that: If there is a conflict between this Agreement any Applicable Regulations, the latter will prevail; Nothing in this Agreement shall exclude or restrict any obligation which we have to you under Applicable Regulations; We may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations; All Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you and RoboForex (CY) Ltd; Such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations shall not render us or any of our directors, officers, employees or agents liable. 1.5 Independent Decision: You must make an independent decision as to whether or not to enter into Margined Transactions with us on our Agreement terms. Please note: We do not provide advice, we will not advise on the merits or otherwise of your Margined Transactions; The decision to place a Margined transaction is yours alone and you are responsible for the effect a margined Transaction might have on your open positions; We deal with you on a reception & transmission only basis at all times; We do not execute orders on your behalf; we simply provide a quote for a particular financial instrument and then deal as agent, and therefore do offer best execution through our price providers in accordance with the "СySEC" Rules, as detailed in RoboForex Order Execution Policy which can at all times be found on Conflicts of Interest: We are required to have arrangements in place to manage conflicts of interest between us and our clients and between different clients We operate in accordance with a Conflicts of interest policy which we have put in place for this purpose, under which we have identified those situations in which there may be a conflict of interest, and in each case the steps we have taken to manage that conflict. Conflicts of interest policy is available on Further details can also be provided upon request; We shall not be obliged to disclose to you or take into consideration any fact, matter or finding which might involve a breach of duty of confidence to any other person, or which comes to the notice of any of our directors, officers, employees or agents but does not come to the actual notice of the individual or individuals dealing with you;
4 2. SCOPE AND APPLICATION 2.1 Commencement: This Agreement shall apply in addition to, and supplement, any existing or future terms ("Additional Agreement(s)"). In the event of any conflict between the provisions of this Agreement and the Additional Agreement(s), the terms of the Additional Agreement(s) shall prevail. Subject to the above, this Agreement supersedes any previous agreement between us on the same subject matter, and takes effect from 30 January 2013 or when you signify your acceptance of this Agreement by placing order and whether or not you have signed and returned the Notice Letter. You acknowledge that you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement. We will not be liable to you for a representation other than a fraudulent misrepresentation that is not set out in this Agreement or in the Additional Agreement(s). 2.2 Scope of this Agreement: This Agreement sets out the basis on which we provide services to you. Subject always to Section 2.1 (Commencement), this Agreement governs each Transaction outstanding between us on or after 30 January Subject to Applicable Regulations and this Agreement, there shall be no restrictions on the Transactions in respect of which we may advise you or deal with you. 2.3 Market Action: If a Market (or intermediate broker or agent, acting at the direction of, or as a result of action taken by, a Market) or regulatory body takes any action which affects a Transaction, then we may take any action which we, in our reasonable discretion, consider desirable to correspond with such action or to mitigate any loss incurred as a result if such action. If a Market or a regulatory body makes an enquiry in respect of any of your Transactions, you agree to fully co-operate with us and to promptly supply information requested in connection with the enquiry. 2.4 Charges and Taxes: You shall pay our charges as agreed with you from time to time. Unless otherwise stated, you will be responsible for: any taxes imposed by any competent authority on any account opened or Transaction effected by or cleared by you; any fees or other charges imposed by a Market or any clearing organization; interest on any amount due to us at the rates then charged by us (and which are available on request); and any other value added or other applicable Taxes of any of the foregoing, including any withholding tax. 2.5 Additional Costs: You should be aware of the possibility that other taxes or costs may exist that are not paid or imposed by us. 2.6 Payments: All payments to us under this Agreement shall be made in same day funds in such currency as we may from time to time specify to the bank account designated by us for such purposes. All such payments shall be made by you without set-off or counterclaim. All such payments shall be made without any deduction and free and clear of and without deduction for or on account of any Taxes, except to the extent that you are required by law to make payment subject to Taxes. If any Tax or amounts in respect of Tax must be deducted, or any other deductions must be made, from any amounts payable or paid by you under this Agreement, you shall pay such additional amounts as may be necessary to ensure that we receive a net amount equal to the full amount we would have received had payment not been subject to Tax or such other deductions. 2.7 Remuneration and Sharing of Charges: We may receive remuneration from, or share charges with, an Associate or other third party in connection with Transactions carried out on your behalf. Details of such remuneration or sharing arrangements are available on request.
5 2.8 Third Party Payments: In respect of Transactions which we enter with you, unless expressly affirmatively agreed between us in writing: We reserve the right not to comply with any request by you to make a payment or a delivery to a third party; Where we become aware that funds have been paid to us or a delivery made to us other than by you, we reserve the right to refuse such payment or delivery. 3. RIGHT TO CANCEL 3.1 Right to Cancel: You should note that you are not entitled to cancel this Agreement but you can terminate it as set out in Section 15 (Termination without Default). 4. ADVICE 4.1 Execution Only: In respect to each Transaction, we will deal with you solely on reception & transmission only basis. We will not advise on the merits of any Transaction or the taxation or other consequences hereof. 4.2 Own Judgment and Suitability: In asking us to enter into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transaction. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of the Transaction. We provide you with no warranty as to the suitability of the financial instrument traded under this Agreement and assume no fiduciary duty in our relations with you. At Schedule 2 of this Agreement you are provided with a "High risk investment notice" in compliance with the CySEC Law 144(I)/2007 in Cyprus. This Risk Notice sets out the particular investment risks on trading certain Transactions. Your acceptance of this Agreement as set out in Section 2.1 (Commencement) will be treated as your informed acknowledgment that you have carefully read and are prepared to accept the risks outlined in the Risk Notice. If there is anything you do not understand it is recommended that you seek specialist independent financial and/or legal advice, in particular, regarding the suitability of trading in certain Transaction. 4.3 Sales Trading Commentary and Investment Research: Where we do provide trading recommendations, market commentary or other information: This is incidental to your dealing relationship with us. It is provided solely to enable you to make your own investment decisions and does not amount to advice; We give no representation, warranty or guarantee as to the accuracy or completeness of such information or as to the tax consequences of any Transaction; Where information is in the form of a document containing a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, you agree that you will not pass it contrary to that restriction; You accept that prior to dispatch, we may have acted upon it ourselves or made use of the information on which it is based. We do not make any representations as to the time of receipt by you and cannot guarantee that you will receive such information at the same time as other clients. Any published research reports or recommendations may appear in one or more screen information services.
6 Please refer to our Conflict of Interest Prevention policy, a copy of which is available on our website at for further information on how we manage conflicts which would affect the impartiality of investment research we provide to you. 5. CONFIDENTIAL INFORMATION 5.1 Confidentiality: We will treat all information about yours Transactions as confidential, even when you are no longer a client. You agree, however, that we may disclose this information to other companies in our group and that we and they may disclose it: to those who provide services to us or act as our agents on the understanding that they will keep that information confidential; to anyone to whom we transfer or propose to transfer either our rights or duties under this Agreement; to any third party as a result of any restructuring, sale or acquisition of any company within our group provided that any recipient uses your information for the same purposes as it was originally supplied to us and/ or used by us; to credit reference agencies or other organizations that help us and others make credit decisions and reduce the incidence of fraud or in the course of carrying out identity fraud prevention or credit control checks, to regulators and governmental agencies, in any jurisdiction, where we are required to do so by Applicable Regulations, where there is a public duty to disclose or our interests require disclosure; at your request; or with your consent. 5.2 In the case of a joint account, we may also disclose to any information obtained by us from any of you in relation to the account of your Transactions. 5.3 Data Protection: Before providing us with any information relating to identifiable living individuals in connection with this Agreement you should ensure that those individuals have consented to you providing us with their information and are aware: of our identity; that we may use their information to develop our services to clients and protect our interests; that we may record or monitor phone calls and monitor electronic communications (including s and other electronic communications) between you and us for compliance purposes; that we and other members of our group may use their information for marketing purposes (including letter, telephone, or other methods) to inform you or them about services which may be of interest to you or them; that this may involve disclosure of their information as discussed in Section. 5.4 Your Rights: You may have rights of access to some or all of the information we hold about you, to have in accurate information corrected and to inform us that you do not wish to receive marketing information, under data protection law. 6. INSTRUCTIONS AND BASIS OF DEALING 6.1 Placing of Instructions: You may provide us with instructions or orders in writing, by or other electronic means or orally (including by telephone), unless we tell you the instructions can only be given in a particular way. If you provide us with instruction by telephone, your conversation may be recorded. If any instructions are received by us by telephone, computer or other medium we may ask you to confirm such instructions in writing.
7 We shall be authorized to follow instructions notwithstanding your failure to confirm them in writing. The internet and other electronic communications may not be secure, reliable or timely. You should acknowledge that any instructions sent by you through the internet or other electronic means may be intercepted, copied, adapted or imitated by third parties. 6.2 Authority: We shall be entitled to act for you upon instructions given or purporting to be given by you or any person authorized on your behalf without further enquiry as to the genuineness, authority or identity of the person giving or purporting to give such instructions. 6.3 Cancellation/Withdrawal of Instructions or Orders: If you request us to cancel your instructions, we shall only be able to do so if we have not already acted on those instructions. Instructions may only be withdrawn or amended by you with our consent. 6.4 Right Not to Accept Instructions or Orders: We may, but shall not be obliged to, accept instructions to enter into a Transaction. If we declined to enter into a proposed Transaction, we shall not be obliged to provide a reason but we shall promptly notify you accordingly. Unless otherwise agreed with you, instructions for the simultaneous sale and purchase of a security or a financial instrument on behalf of the same beneficial owner may not be given under this Agreement. 6.5 Control of Instructions or order Prior to Execution: We have the right (but no obligation) to set limits and/or parameters to control your ability to place instructions at our absolute discretion. Such limits and/or parameters may be amended, increased, decreased, or removed or added to by us at our absolute discretion and may include (without limitation): Controls over maximum instruction amounts and maximum instruction sizes; Controls over our total exposure to you; Controls over prices at which instructions may be submitted (to include (without limitation) controls over instructions which are at a price which differs greatly from the market price at the time the instruction is submitted to the order book); Controls over RoboOption Online Facility (to include) (without limitation) any verification procedures intended to ensure that any particular instruction or instructions has come from you); Any other limits, parameters or controls which we may be required to implement in accordance with Applicable Regulations. 6.6 Confirmations: We shall send you confirmations promptly for any Transactions that we have executed on your behalf, by electronic means over RoboOption Online Facility ("RoboOption Online Transaction"). You agree to be bound by terms of each RoboOption Online Transaction as reflected either in a Pop-up Image or in a Trade Confirmation issued over RoboOption Online Facility. Upon the coming into existence of a RoboOption Online Transaction, it is envisaged that a pop-up image will appear on the screen page of RoboOption Online Facility accessed by you, containing certain key economic terms of the Transaction entered into (such image, a "Pop-up Image"). RoboOption Online Facility permits you to disable the function producing the Pop-up Image, but if you elect to do so, you shall bear any loss or costs incurred by it associated with the fact that you may not have notice that an attempted RoboOption Online Transaction was not successfully completed.
8 6.6.1 If, for any reason the system supporting the RoboOption Online Facility fails to accept your proposed terms of an attempted RoboOption Online Transaction (as reflected by the fact that the attempted RoboOption Online Transaction neither appears in a Pop-up Image (where not disabled by you) nor in your Trade Confirmation), we shall not be bound by your proposed terms, regardless of whether or not you were aware thereof, and no transaction shall have come into existence; When the economic and other relevant trade details of a RoboOption Online Transaction have been accepted by the system supporting the RoboOption Online Facility and have been made available on your trade statement found on RoboOption Online Facility (the "Trade Confirmation"), such Trade Confirmation shall, even if not expressly specified therein, constitute a valid "confirmation" for the purposes of this Agreement, sufficient for all purposes to evidence a binding supplement to this Agreement; Confirmations shall in the absence of manifest error, be conclusive and binding on you, unless we notify you of an error in the Trade Confirmation. If we have notified you of any such error we shall issue a revised Trade Confirmation and the revised Trade Confirmation shall be conclusive and binding on you, unless we receive your objection in writing within one (1) Business Day of dispatching the revised Trade Confirmation to you. 6.7 Intermediate Broker and other Agents: We may at our entire discretion, arrange for any Transaction to be effected with or through the agency of an intermediate broker, who may be an Associate of ours. Neither we nor our respective directors, officers, employees or agents will be liable to you for any act or omission of an intermediate broker or agent. No responsibility will be accepted for intermediate brokers or agents selected by you. 6.8 Performance and Settlement: You will promptly deliver any instructions, money, documents etc. by you under a Transaction in accordance with that Transaction as modified by any instructions given by us for the purpose of enabling us to perform our obligations under the relevant matching Transaction on a Market or with an intermediate broker. 6.9 Position Limits: We may require you to limit the number of open positions which you may have with us at any time and we may in our sole discretion close out any one or more Transactions in order to ensure that such position limits are maintained The Company has a right unilaterally and without notice (or with instant notification) to cover the losses on the trading account by the funds from another trading account of the same client The Company has a right unilaterally and without notice (or with instant notification) to cut the leverage and to demand more collateral to the same position before the close of the market The Company has a right unilaterally and without notice (or with instant notification) to suspend the trade in illiquid and non-market time The Company has a right unilaterally and without notice (or with instant notification) to change the leverage and margin requirements in situations with low liquidity Trade Reporting and Limit Orders: Under Applicable Regulations, we may be obliged to make information about certain Transactions public. You agree and acknowledge that any and all proprietary rights in such
9 Transaction information are owned by us and you waive any duty of confidentiality attaching to the information which we reasonably disclose. 7. ACCOUNT OPENING 7.1 Account Establishment: An account must be opened prior to entering into any Transaction with us. No orders can be placed until an account has been opened and cleared funds received. If we permit you to place an order notwithstanding that an account has not been opened, or cleared funds received, this shall not limit your liability to us pursuant to this Agreement in respect of the order placed. We may, at our absolute discretion, refuse to accept you as a client for whatever reason but will notify you of any such refusal, without giving any reasons, promptly following your application. 7.2 Credit Assessment: To assess your creditworthiness, manage credit risk and to prevent fraud (or other criminal activity) you acknowledge and agree that we or agents acting on our behalf may: Make periodic searches and enquiries about you and any related party at credit reference agencies and your employers, if applicable; Disclose information to organizations involved in fraud prevention; Investigate any current and past investment activity and obtain information in connection therewith and disclose information to other dealers, or investment managers which deal in or manage investments for clients, concerning any payment or security default or concerning any investment which is related to or connected with the Transactions. 7.3 Your Records: Upon reasonable request made in writing by you to us, you shall be allowed to review any records maintained by us relating to your credit standing. In addition, you shall also be allowed and entitled to, solely at your own cost and expense, to a copy of such records. 7.4 Dormant Account: Clients Accounts in which there have been no transactions (trading / withdrawals / deposits), for a set period of 6 months, will be considered by the Company as being dormant accounts. Dormant accounts will be charged a semi-annual maintenance fee of 5 USD on the remaining Balance of the Account until the Balance is zero. All Dormant accounts with a zero Balance will be closed. The Company undertakes to make good any valid claim against the released balances. 8. ONLINE FACILITY 8.1 RoboOption Online Facility terms are set out in Annex 1 to this Agreement. 9. CLIENT MONEY AND ASSETS 9.1 Unless otherwise expressly agreed by each of us in writing, where you transfer money to us, we will treat this as a transfer of full ownership of money to us for the purpose of securing or covering your present, future, actual or contingent or prospective obligations, and as such this money will be held at segregated accounts to prevent the use of client funds for its own account. Any money received by us from you or a third party for your account will be owed by us to you, even where we are acting as your agent. Since the "Client Money" will not apply to money transferred to us on a title transfer basis, you do not have a proprietary claim over such money, and we can deal with it in our own right. We can agree to transfer an equivalent amount of money back to you where, in our discretion, we consider that the amount of money you have transferred to us is more than is necessary to
10 cover your present and future obligations to us. In determining the amount of collateral and the amount of our obligations to you, we may apply such methodology (including judgments as to the future movement of markets and values), as we consider appropriate, and consistent with Applicable Regulations. 9.2 Securities Financing Transactions: You agree that we may enter into arrangements for securities financing transactions in respect of financial instruments held by us on your behalf in an omnibus account held by us or a third party or otherwise use financial instruments held in such an account for our own account or for the account of another client. 9.3 Deposits of Financial Instruments with Third Parties: Where we have arranged for our assets to be held with a third party in a country that is not Republic of Cyprus or another EU member state, your assets will be subject to the laws another state and your rights relating to those assets may be different from rights relating to assets were they subject to the settlement, legal and regulatory requirements of the Republic of Cyprus. The Company reserves the right and the Client agrees with the Company s right to keep the Client s monetary funds and financial instruments in omnibus accounts opened with third parties on a fungible basis. In this case, if there is an un-reconcilable short-fall on any accounts, the Client may be required to share on that shortfall. To mitigate the risks, the Company shall take the following measures: The Company keeps internal records of the entire Clients monetary funds and financial instruments held in omnibus accounts with third parties, (our third parties - Liquidity Providers: TopFX, Saxo Bank; Payment systems: SafeCharge, Skrill; Correspondent Banks: Hellenic Bank, WireCard Bank); The Company has in place systems and controls which ensure internal separate accounting of monetary funds and financial instrument of each Client held in omnibus accounts with third parties; The Company conducts on regular basis reconciliations between its internal accounts and those of any third parties by whom Clients monetary funds and financial instruments are held; The Company shall bear no responsibility before the Client for any actions, inactions or omissions of a third party and also for any losses incurred by the Client in a result of actions, inactions or omissions of a third party unless such losses directly arises from the Company s willful default or fraud or gross negligence. The Company shall also bear no responsibility or liability for unfavorable consequences for the Client due to the insolvency/bankruptcy of a third party. 10. MARGINING ARRANGEMENTS 10.1 Margin Call: You agree to pay us on demand such sums by way of margin as are required from time to time under the Rules or any relevant Market (if applicable) or as we may in our discretion reasonably require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated Transactions under this Agreement. We may at any time notify you, that unless you deposit into your Account(s) such additional margin to meet our margin requirements it may liquidate any or all open positions ("Margin Call"). Once issued, you must comply in full with the Margin Call regardless of any currency value fluctuations and irrespective of any recovery in the market value of the subject open positions. You may not increase or establish any new open positions while any Margin Call remains unsatisfied. Margin does not represent the total extent of your financial liability to us as you are liable for all losses in respect of any Transaction and any other costs or payments due under the Agreement. Furthermore you acknowledge
11 and agree that any waiver of margin or failure to make a Margin Call cannot be relied upon, or treated as, an act, omission or representation as to the current value of any of your open currency position with us Form of Margin: Unless otherwise agreed, margin must be paid in cash. The currency of the cash margin you pay to us shall be the currency of the relevant underlying Transaction (if applicable) or as we may in our discretion reasonably decide from time to time. Cash margin is paid to us as an outright transfer of title and you will not retain any interest in it. Cash margin received by us will be recorded by us as a cash repayment obligation owed by us to you Non-Cash Margin: Where we agree to accept non-cash collateral, it must be in a form acceptable to us. The value of the non-cash collateral and the proportion of that value to be taken into account for margin purposes shall be determined by us in our obsolete discretion Set-off on Default: If there is an Event of Default or this Agreement terminates, we may set-off the balance of cash margin owed by us to you against your obligations (as reasonably valued by us) to us. The net amount, if any, payable between us following such set-off, shall take into account the Liquidation Amount payable under Section 13 (Netting) Security Interest: As a continuing security for the performance of the Secured Obligations under or pursuant to this Agreement, you grant to us, with full title guarantee, a first fixed security interest in all non-cash margin now or in the future provided by you to us or to our order or under our direction or control or that of a Market or otherwise standing to the credit of your account under this Agreement or otherwise held by us or our Associates or our nominees on your behalf Further Assurance: You agree to execute such further documents and to take such further steps as we may reasonably require perfecting our Security Interest over, be registered as owner of or obtain legal title to the margin, secure further the Secured Obligations, enable us to exercise our rights or to satisfy any market requirements Substitution: You may not withdraw or substitute any property subject to our Security Interest without our consent Negative Pledge: You undertake neither to create nor to have outstanding any Security Interest whatsoever, nor to agree to assign or transfer, any of the cash or non-cash margin transferred to us, except a lien routinely imposed on all securities in a clearing system in which such securities may be held Power to Charge: You agree that we may, to the extent that any of the margin constitutes "financial collateral" and this Agreement and your obligations hereunder constitute a "security financial collateral arrangement", free of any adverse interest of yours or any other person, grant a security interest over margin provided by you to cover any of our obligations to an intermediate broker or Market, including obligations owed by virtue of the positions held by us or other of our clients Power of Sale: If an Event of Default occurs, we may exercise the power to sell all or part of the margin. We shall be entitled to apply the proceeds of sale or other disposal in paying the costs of such sale or other disposal and in or towards satisfaction of the Secured Obligations Power of Appropriation: To the extent that any of the margin constitutes "financial collateral" and this Agreement and your obligations hereunder constitute a "security financial collateral arrangement" under the
12 Regulations, we shall have the right to appropriate all or any part of such financial collateral in or towards discharge of the Secured Obligations. For this purpose, you agree that the value of such financial collateral so appropriated shall be the amount of the margin, together with any accrued but unposted interest, at the time the right of the appropriation is exercised. The parties further agree that the method of valuation provided for in this Agreement shall constitute a commercially reasonable method of valuation for the purpose of the Regulations General Lien: In addition and without prejudice to any rights to which we may be entitled under this Agreement or any Applicable Regulations, we shall have a general lien on all property held by us or our Associates or our nominees on your behalf until the satisfaction of the Secured Obligations. 11. REPRESENTATIONS, WARRANTIES AND COVENANTS 11.1 Representations and Warranties: You represent and warrant to us as of the date of each Transaction that: You have all the necessary authority, powers, consents, licenses and authorization and have taken all the necessary action to enable you lawfully to enter into and perform this Agreement and such Transaction and to grant the Security Interest and powers referred to in this Agreement; The persons entering this Agreement and each Transaction on your behalf have been duly authorized to do so; This Agreement, each Transaction and the obligations created under them both are binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound; No Event of Default or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an Event of Default (a "Potential Event of Default") has occurred and is continuing with respect to you or any Credit Support Provider; You act as principal and sole beneficial owner (but not as trustee) in entering into this Agreement and each Transaction; Any information which you provide or have provided to us in respect of your financial position, domicile or other matters is accurate and not misleading in any material respect; Except as otherwise agreed in writing by us, you are the sole beneficial owner of all margin you transfer under this Agreement, free and clear of any Security Interest whatsoever other than a lien routinely imposed on all securities in a clearing system in which such securities may be held Covenants: You covenant to us that: You will at all times obtain and comply, and so all that is necessary to maintain in full force and effect, all authority, powers, consents, licenses and authorizations referred to in this Section; You will promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself of any Credit Support Provider; You will use all reasonable steps to comply with all Applicable Regulations in relation to this Agreement and any Transaction, so far as they are applicable to you or us, and in any event you will at all times act with due skill and care;
13 You will not send orders or otherwise take any action that could create a false impression of the demand or value for a financial instrument, or send orders which you have reason to believe are in breach of Applicable Regulations. You shall observe the standard of behavior reasonably expected of persons in your position and not take any step which would cause us to fail to observe the standard of behavior reasonably expected of persons in our position; You will provide us promptly following any reasonable request made by us with such information as we may reasonably require to evidence the matters referred to in this Section or to comply with any Applicable Regulations. 12. EVENTS OF DEFAULT 12.1 Events of Default: Each of the following shall constitute an Event of Default: You fail to make any payment when due under this Agreement, or to observe or perform any other provision of this Agreement and such failure continues for one (1) Business Day after notice of nonperformance has been given by us; You commence a voluntary case or other procedure seeking or proposing liquidation, reorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent), or seeking the appointment of a trustee, receiver, liquidator, conservator, administrator, custodian or other similar official (each a "Custodian") of you or any substantial part of your assets; or if you take any corporate action to authorize any of the foregoing; and, in the case of a reorganization, arrangement or composition, we do not consent to the proposals; An involuntary case or other procedure is commenced against you seeking or proposing liquidation, reorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to you, if insolvent) or seeking the appointment of a Custodian of you or any substantial part of your assets and such insolvency case or other procedure either, has not been dismissed within fifteen (15) days of its institution or presentation, or has been dismissed within such period but solely on the grounds of an insufficiency of assets to cover the costs of such case or other procedure; You are unable to pay your debts as they fall due or are bankrupt or insolvent, as defined under any bankruptcy or insolvency law applicable to you; or indebtedness of yours is not paid on the due date therefore, or becomes capable at any time of being declared, due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or any suit, action or other proceedings relating to this Agreement are commenced for any execution, any attachment or garnishment, or distress against or an encumbrance takes possession of, the whole or any part of your property, undertaking or assets (tangible and intangible); You or any Credit Support Provider (or any insolvency officer acting on behalf of either of you) disaffirm, disclaim or repudiate any obligation under this Agreement or any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a Credit
14 Support Provider, or of you, in favor of us supporting any of your obligations under this Agreement (each a "Credit Support Document"); Any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; Any Credit Support Provider fails, or you yourself fail to comply with or perform any agreement or obligation to be complied with or performed by you or it is in accordance with the applicable Credit Support Document; any Credit Support Document expires or ceases to be in full force and effect prior to the satisfaction of all your obligations under this Agreement, unless we have agreed in writing that this shall not be an Event of Default; any representation or warranty made or given or deemed made or given by any Credit Support Provider pursuant to any Credit Support Document proves to have been false or misleading in any material respect as at the time it was made or given or deemed made or given; or (iv) any event referred to in Sections to or of this Section 12.1 occurs in respect to any Credit Support Provider; You are dissolved, or, if your capacity or existence is dependent upon a record in a formal register, the registration is removed or ends, or any procedure is commenced seeking or proposing your dissolution, removal from such register, or the ending of such a registration; Where you or a Credit Support Provider is a partnership, any of the events referred to in Sections to or of this Section 12.1 occurs in respect of one or more of your or its partners; We consider it necessary or desirable to prevent what we consider is or might be a violation of any Applicable Regulation or good standard of market practice; Any Event of Default (however described) occurs in relation to you under any Additional Agreement between us. 13. NETTING 13.1 Rights on Default: On the occurrence of an Event of Default, we may exercise our rights under this Section, except that, if Sub-Section (Automatic Termination) applies, in the case of the occurrence of any Event of Default specified in Sections or (Event of Default), the automatic termination provision of this Section shall apply Liquidation Date: At any time following the occurrence of an Event of Default, we may, by notice to you, specify a date (the "Liquidation Date") for the termination and liquidation of Transactions in accordance with this Section Automatic Termination: Notwithstanding Sub-Section 13.2 (Liquidation Date) where Sub-Section (Automatic Termination) applies, the occurrence of any Bankruptcy Default shall automatically constitute a Liquidation Date, without the need for any notice by us and the provisions of the following Sub-Sections shall then apply Calculation of the Liquidation Amount: Upon the occurrence of a Liquidation Date: Neither of us shall be obliged to make any further payments or deliveries under any Netting Transactions which would but for this Section, have fallen due for performance on or after the liquidation Date
15 and such obligations shall be satisfied by settlement (whether by payment, set-off or otherwise) of the Liquidation Amount; We shall (on, as soon as reasonably practicable thereafter, the Liquidation Date) determine (discounting if appropriate), in respect of each Netting Transaction referred to in Section the total cost, loss or, as the case may be, gain, in each case expressed in the Base Currency specified by us as such in the Individually Agreed Terms Schedule or otherwise in writing or, failing any such specification, the lawful Currency of the United States of America (and, if appropriate, including any loss of bargain, cost of funding or, without duplication, cost, loss or, as the case may be, gain as a result of the termination, liquidation, obtaining, performing or re-establishing of any hedge or related trading position) as a result of the termination, pursuant to this Agreement, of each payment or delivery which would otherwise have been required to be made under such Netting Transaction (assuming satisfaction of each applicable condition precedent and having due regard, if appropriate, to such market quotations published on, or official settlement prices set by the relevant Market as may be available on, or immediately preceding, the date of calculation); We shall treat each cost or loss to us, determined as above, as a positive amount and each gain by us, so determined, as a negative amount and aggregate all of such amounts to produce a single, net positive or negative amount, denominated in the Base Currency (the "Liquidation Amount") Payer: If the Liquidation Amount determined pursuant to this Section is a positive amount, you shall pay it to us and if it is a negative amount, we shall pay it to you. We shall notify you of the Liquidation Amount, and by whom it is payable, immediately after the calculation of such amount Other Transactions: Where termination and liquidation occurs in accordance with this Section, we shall also be entitled, at our discretion, to terminate and liquidate, in accordance with the provisions of this Section, any other transactions entered into between is which are then outstanding Payment: Unless a Liquidation Date has occurred or has been effectively set, we shall not be obliged to make any payment or delivery scheduled to be made by us under a Netting Transaction for as long as an Event of Default or an event which may become (with the passage of time, the giving of notice, the making of any determination hereunder, or any combination thereof) an Event of Default with respect to you has occurred and is continuing Base Currency: means USD, EUR or GBP according to the currency in which trading account is opened, unless otherwise agreed in writing between the parties Additional Rights: Our rights under this Section shall be in addition to, and not in limitation or exclusion of, any other rights which we may have (whether by agreement, operation of law or otherwise) Application of Netting to Netting Transactions: The Netting Section applies to each Netting Transaction outstanding between us on or after 01 November 2012 whether or not such Transactions were entered into before, or after 01 November Single Agreement: This Agreement, the particular terms applicable to each Netting Transaction, and all amendments to any of them shall together constitute a single agreement between us. We both acknowledge that all Netting Transactions entered into on or after the date of this Agreement takes effect are entered into in reliance upon the fact that the Agreement and all such terms constitute a single agreement between us.
16 13.12 Additional Agreements: Subject to Section 13.6 (Other Transactions), the provisions of this Section shall not apply to any Transaction which is subject to liquidation and termination under an Additional Agreement. However, any sum resulting from a liquidation and termination under an Additional Agreement, may be set-off against the Liquidation Amount Automatic Termination: Automatic termination shall apply to any party whose centre of main interest is in a jurisdiction in respect of which the most recent legal opinion provided (by reference to the time at which the rights and obligations under the Netting Section apply) to us by the relevant industry association states that automatic termination is recommended Conflicts with the Netting Section: This Section shall not apply to any Transaction to the extent that action which conflicts with or overrides the provisions of this Section has been started in relation to that transaction by a Market or clearing organization under Applicable Regulations and is continuing. 14. RIGHTS ON DEFAULT 14.1 On an Event of Default or at any time after we have determined, in our absolute discretion, that you have not performed (or we reasonably believe that you will not be able or willing in the future to perform) any of your obligations to us, in addition to any rights under the Netting Section we shall be entitled to without prior notice to you: Instead of returning to you investments equivalent to those credited to your account, to pay to you the fair market value of such investments at the time we exercised such rights; To sell such of your investments as are in our possession or in the possession of any nominee or third party appointed under or pursuant to this Agreement, in each case as we may in our absolute discretion select or and upon such terms as we may in our absolute discretion think fit (without being responsible for any loss or diminution in price) in order to realize funds sufficient to cover any amount due by you hereunder; To close out, replace or reverse any Transaction, buy, sell, borrow or lend or enter into any other Transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss or liability under or in respect of any of your contracts, positions or commitments. 15. TERMINATION WITHOUT DEFAULT 15.1 Termination: Unless required by Applicable Regulations, either party may terminate this Agreement (and the relationship between us) by giving ten (10) days written notice of termination to the other: 15.2 Upon terminating this Agreement, subject to Section 15.3 (Existing Rights), all amounts payable by you to us will become immediately due and payable including (but without limitation): All outstanding fees, charges and commission; Any dealing expenses incurred by terminating this Agreement; Any losses and expenses realized in closing out any Transactions or settling or concluding outstanding obligations incurred by us on your behalf (however, there is no obligation to close out Transactions solely by virtue of a terminating under this Section 15).
17 15.3 Existing Rights: Termination shall not affect the outstanding rights and obligations, in particular relating to the Section 16 (Exclusions, Limitations and Indemnity) and Section 18 (Governing Law and Jurisdiction) and Transactions which shall continue to be governed by this Agreement and the particular sections agreed between us in relation to such Transactions until all obligations have been fully performed The Company may terminate the Agreement and without notice if: The Client admits its inability to pay its debts as they fall due or enters into any scheme or composition with its creditors or, in the case of a company, files or has filed against it a petition for winding up, passes a resolution for winding up or has a receiver, liquidator, administrator or similar officer appointed over all or any part of its assets or undertaking or, in the case of an individual, a bankruptcy petition is presented or a trustee in bankruptcy is appointed or a protection order is made under applicable legislation, or in any other case with an equivalent effect; or The Client is, in the opinion of the Company, in material breach of the obligations owed by it, whether arising under Agreements, the rules and regulations of any regulatory authority or under applicable law; or In the event of your death or if you become of unsound mind in accordance with relevant legislation on mental health, or if we have reasonable reason to believe that one of the above situations happened to you; if you were in a situation of insolvency. In the cases described in the above two paragraphs, we are not obliged to provide you with advance notice, but we will inform you (or your appropriate representative) that we have closed your account. If the amount of money you owe us under these provisions (for example, variation margin and realized losses) are not paid within 30 days from the date on which that payment should be made. In the above case, we will provide you with written notice 14 days prior to closing your accounts. if we no longer want to engage with you because of the kind of operations of the transactions (eg, their size or nature). In the above case, we will provide you with written notice 30 days prior to closing your accounts. Suspension of trading We have the right to suspend your account at any time for any reasonable cause, provided that we will provide you with written notice at least 14 days in advance. The following describes additional circumstances under which we may suspend and, in each case, we can do it with the giving of notice or not. If notice is given, it will be in writing. If we suspend your Account without notice, we will inform you in writing (as soon as practicable) to the effect that the action your account has been suspended. 16. EXCLUSIONS, LIMITATIONS AND INDEMNITY 16.1 General Exclusions: Neither we nor our directors, officers, employees, or agents shall be liable for any losses, damages, costs or expenses, whether arising out of negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you under this Agreement (including any Transaction or where we have declined to enter into a proposed Transaction) unless such loss is reasonably foreseeable consequence or arises
18 directly from our or their respective gross negligence, willful default or fraud. In no circumstance, shall we have liability for losses suffered by you or any third party for any a) indirect, special or consequential damage, b) loss of profits, c) loss of goodwill, d) loss of business opportunity arising under or in connection with this Agreement, whether arising out of negligence, breach of contract, misrepresentation or otherwise Tax Implications: Without limitation, we do not accept liability of any adverse tax implications of any Transaction whatsoever. Furthermore, we do not provide tax advice Changes in the Market: Without limitation, we do not accept any liability by reason of any delay or change in the market conditions before any particular Transaction is affected Limitation of Liability: We shall not be liable to you for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, delay, malfunction or failure of transmission, communication or computer facilities, industrial action, act of terrorism, act of God, acts and regulations of any governmental or supra-national bodies or authorities or the failure by the relevant intermediate broker or agent, agent or principal of our custodian, sub-custodian, dealer, Market, clearing house, or regulatory or self-regulatory organization, for any reason, to perform its obligations. Nothing in this Agreement will exclude or restrict any duty of liability we may have to you under the regulatory system (as defined in the CySEC Law), which may not be excluded or restricted thereunder Responsibility for Orders: You will be responsible for all orders entered on your behalf via RoboForex Online Facility and you will be fully liable to us for the settlement of any Transaction arising from it Entire Agreement: You acknowledge that you have not relied on or been induced to enter into this Agreement by a representation other than those expressly set out in this Agreement. We will not be liable to you for a representation that is not set out in this Agreement and that is not fraudulent Indemnity: You shall pay to us such sums as we may from time to time require in or towards satisfaction of any debit balance on any of your accounts with us and, on a full indemnity basis, any losses, liabilities, costs or expenses (including legal fees), taxes, imposts and levies which we may incur or be subjected to with respect to any of your accounts or any Transaction or any matching Transaction on a Market or with an intermediate broker or as a result of any misrepresentation by you on any violation by you of your obligations under this Agreement (including any Transaction) or by the enforcement of our rights Nothing in this Agreement will limit our liability for death or personal injury resulting from our negligence or for any liability which cannot be lawfully excluded or limited. 17. MISCELLANEOUS 17.1 Amendments: We have the right to amend the terms of this Agreement. If we make any material change to this Agreement, we will provide you with at least ten (10) Business Days written notice to you. Such amendment will become effective on the date specified in the notice. Any other amendment must be agreed in writing
19 between us. Unless otherwise agreed, an amendment will not affect any outstanding order or Transaction or any legal rights or obligations which may already have arisen Notices: Unless otherwise agreed, all notices, instructions and other communications to be provided by us under this Agreement shall be given to the address or fax number provided by you to us. Likewise, all notices, instructions and other communications to be given by you under this Agreement shall be given to the address or fax number on the application form and/or by notice in writing by either party. You will notify us of any change of your address in accordance with this Section. NOTICES TO US: Registered Address: RoboForex (CY) Ltd: 4, Modestou Panteli, office 005, Mesa Geitonia, PC 4003, Limassol, Cyprus P.O. Box 54176, CY-3721 Limassol, Cyprus Tel Fax: Web: P.O. Box 54176, CY-3721 Limassol, Cyprus For: Administration/Back Office Department 17.3 Electronic Communication: Subject to Applicable Regulations, any communication between us using electronic signatures shall be binding as if it were in writing. Orders or instructions provided to us via or other electronic means will constitute evidence of the orders or instructions provided to us Recording of Calls: We may record telephone conversations without use of a warning tone to ensure, amongst other things, that the material terms of the Transaction, and any other material information relating to the Transaction is promptly and accurately recorded. Such records will be our sole property and accepted by you as evidence of the orders or instructions provided Our Records: Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion Your Records: You agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of orders submitted and the time at which such orders are submitted Investor Protection Schemes: We are a member of Investor Compensation Fund (the "Fund") in the Cyprus Third Party Rights: This Agreement shall be for the benefit of and binding upon us both and our respective successors and assigns. You shall not assign, charge or otherwise transfer or purport to assign, charge or
20 otherwise transfer your rights or obligations under this Agreement or any interest in this Agreement, without our prior written consent, and any purported assignment, charge or transfer in violation of this Section shall be void. A person who is not a party to this Agreement has no rights under the Agreement Time of Essence: Time shall be of the essence in respect of all your obligations under this Agreement (including any Transaction) Rights and Remedies: The rights and remedies provided under this Agreement are cumulative and not exclusive of those provided by law. We shall be under no obligation to exercise any right or remedy either at all or in a manner or at any time beneficial to you. No failure by us to exercise or delay by us in exercising any of our rights under this Agreement (including any Transaction) or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of another right or remedy Set-off: Without prejudice to any other rights to which we may be entitled, we may at any time and without notice to you set-off any amount (whether actual or contingent, present or future) owed by you to us against any amount (whether actual or contingent, present or future) owed by us to you. For these purposes we may ascribe a commercially reasonable value to any amount which is contingent or which for any other reason is unascertained Partial Invalidity: If, at any time, any provision of this 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 this Agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired. 18. GOVERNING LAW AND JURISDICTION 18.1 Governing Law: A Transaction which is subject to the Rules of a Market shall be governed by the law applicable to it under those Rules. Subject thereto, this Agreement shall be governed by and construed in accordance with Cyprus Law Jurisdiction: Subject to Applicable Regulations, each of the parties irrevocably: Agrees for our benefit that the courts of Cyprus shall have jurisdiction to settle any suit, action or other proceedings relating to this Agreement ("Proceedings") and irrevocably submits to the jurisdiction of such courts (provided that this shall not prevent us from bringing an action in the courts of any other jurisdiction); Waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court and agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it Waiver of Immunity and Consent to Enforcement: You irrevocably waive to the fullest extent permitted by applicable law, with respect to yourself and your revenue and assets (irrespective of their use or intended use) all immunity on the grounds of sovereignty or other similar grounds from: a) suit; b) jurisdiction of any courts; c) relief by way of injunction, order for specific performance or for recovery of property;
21 d) attachment of assets (whether before or after judgment); e) execution or enforcement of any judgment to which you or your revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction and irrevocably agree that you will not claim any immunity in any Proceedings. You consent generally in respect of any Proceedings to the giving if any relief or the issue of any process in connection with such Proceedings, including, without limitation, the making enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such Proceedings. 19. EXTERNAL PLATFORMS The following additional provisions apply to clients utilizing RoboOption external platforms, including but not limited to RoboOption trading platform ( the "External Platform"). If you utilize the External Platform, you acknowledge and agree to the following additional terms and conditions and authorize us to act accordingly by signing and returning the Notice Letter You wish to utilize the External Platform to execute trades and to direct trade orders and trade details to us. When you are utilizing the External Platform you will not be entering trade orders and trade details directly with us, but rather will be entering trade orders and trade details via the External Platform through a third party. You hereby authorize and direct us to enter trades for your account in accordance with trading signals generated and sent to us by the External Platform You fully understand that trade orders and trade details are generated by the External Platform and not by us and that our responsibility is to use commercially reasonably efforts to enter orders pursuant to the trade orders and trade details generated by the External Platform as received by us. You confirm that we have not solicited, or in any other way recommended your participation on the External Platform. You have made your own inquiries and conducted research into the External Platform sufficient to make an informed investment decision. We cannot imply or guarantee that you will make any profits from the External Platform and you agree that we will not be held responsible in any way for the External Platform's performance or any trading losses incurred on your account as a result of trading pursuant to the External Platform We will enter trade orders for your account in accordance with the trade orders and trade details generated by the External Platform. You understand that your trading access though the External Platform will be provided by the External Platform provided and not us We shall not be responsible for any error or malfunction of the External Platform, mechanical or communication failure, systems errors, data failure or any other causes beyond our control. You acknowledge that we can accept and execute orders only if they are actually received or generated You understand that there is no trading system or recommendations service, including the External Platform that is free from risk of loss. We therefore do not imply or in any way guarantee that you will make a profit and you agree that neither we nor any of our Associates, officers, directors, employees, consultants, agents or affiliates will be held responsible for the performance of the External Platform or trading losses on your account We may terminate the authorization over the External Platform at any time for any reason in our sole discretion and will provide you with notice of this as soon as reasonably possible. You shall be responsible for any
22 open positions in your account at the time the External Platform is terminated. You shall permit for us to execute offsetting order for any open position in your account at the time this External Platform is terminated, or your termination of this Agreement You agree that, the absence of gross negligence, willful default or fraud, neither we, nor any of our Associates, officers, directors, employees, consultants, agents or affiliates will be held liable for any act or omission in the course of or in connection with your participating in the External Platform. You shall indemnify us, our principals, officers, directors, employees, agents, successors and/ or assignees from all loses and or liability (including reasonable attorney's and or accountant's fees) incurred or resulting from this authority granted to us under this provision, to utilize the External Platform, provided that there has been no judicial determination that such liability was the result of gross negligence, willful default or fraud by us, and further provided that the conduct that was the basis for such liability was not undertaken in the actual or reasonable belief that it was in your best interest. 20. INTERPRETATION 20.1 Defined Terms: In this Agreement "Applicable Regulations" means each of the following, as in force from time to time: The Investment Services and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007) in Cyprus or any other law of a relevant regulatory authority; The Rules of the relevant Market; All other applicable laws, rules and regulations "Additional Agreement" means any existing or future agreement including without limitation: Any master agreement (being comprehensive documentation of standard terms and conditions and definitions); Confirmation; Confidentiality agreement; Similar document between you and us other than this Agreement "Associate" means an undertaking in the same group as us, a representative whom we or an undertaking is the same group as us appoint, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them "Bankruptcy Default" means as defined in Section "Base Currency" means USD, EUR or GBP according to the currency in which account is opened, unless otherwise agreed in writing between the parties "Business Day" means a day which is not a Saturday or a Sunday "RoboForex" means as defined in Section 1.1.
23 "RoboOption Online Facility" means any electronic commerce, trading platform, messaging or information service provided by or routing to us (directly or by a third party), including any trading, algorithmic calculation or trading, routing, clearing, settlement, matching, communications or reconciliation services, whether or not branded by us "RoboOption Online Transaction" means as defined in Section "Client Money" shall mean any money that we receive from you or hold for or on your behalf subject to client money protection in accordance with Applicable Regulations in the course of, or in the connection with, the services provided hereunder "Credit Support Document" means as defined in Section "Credit Support Provider" means any person who has entered into any guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation (whether legally binding or not) in our favor in respect of your obligations under this Agreement "Custodian" means as defined in Section "Event of Default" means any of the events of default listed in the sub-sections of Section "CySEC" means the Cyprus Securities and Exchange Commission "Individually Agreed Terms Schedule" means any schedule to this Agreement which has been expressly designated as such and signed by you and us "Liquidation Amount" means as defined in Section "Liquidation Date" means as defined in Section "Margin Call" means as defined in Section "Market" means any regulated market or multilateral trading facility or any third country trading facility that performs a similar function to a regulated market or a multilateral trading facility "Netting Transaction" means unless otherwise agreed in writing between us, each Transaction "Pop-up Image" means as defined in Section "Potential Event of Default" means as defined in Section "Proceedings" means as defined in Section "High risk investment notice" means as defined in Section "Rules" means articles, rules, regulations, procedures and customs, as in force from time to time "Scheme" means as defined in Section "Secured Obligations" means the net obligations owed by you to us after the application of set-off "Security Interest" means the Security Interest created by Section 10.5 of this Agreement.
24 "System" means all computer hardware and software, equipment, network facilities and other resources and facilities need to enable you to use RoboOption Online Facility "Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any interest or penalty payable in connection with any failure to pay or any delay in paying any of the same) "Trade Confirmation" means as defined in Section "Transaction" means any transaction between you and us, whether entered on or after "VAT" means any value added tax "We", "us", "our" means RoboForex (CY) Limited and its Associates General: A reference in this Agreement to "Section" or a "Schedule" or to an "Annex" shall be construed as a reference to, respectively a Section or a Schedule or an Annex of this Agreement, unless the context requires otherwise. References in this Agreement to any statute or statutory instrument or Applicable Regulations include any modification, amendment, extension or re-enactment thereof. A reference in this Agreement to a "document" shall be construed to include any electronic document. The masculine includes the feminine and the neuter and the singular includes the plural and vice-versa as the context admitted or requires. Words and phrases defined in the Investment Services and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007) in Cyprus have the same meaning in this Agreement unless expressly defined in this Agreement Schedules and Annexes: The sections included in the attached Schedules and Annexes (as amended from time to time) shall apply. We may from time to time send you further Schedules and Annexes in respect of Markets or Transactions. In the event of any conflict between (a) the Sections of any Schedule and any Annex and (b) this Agreement, the Sections of the Schedule or Annex shall prevail. In the event of any conflict between (a) the provisions of any Schedule and (b) any Annex, the provisions of the Annex shall prevail. The fact that a section is specifically included in a Schedule or Annex in respect of one market or Transaction shall not preclude a similar section being expressed or implied in relation to any other market or Transaction Headings: Headings and sub-headings are for ease of reference only and do not form part of this Agreement. 21. CLIENT COMPLAINTS PROCEDURE At RoboForex each of our clients are important to us, and we believe that our clients have the right to a fair, swift and courteous service at all times. Each client has the opportunity to fill the "Client Complaint Form" which he/she can find in own "Personal Cabinet" and online in "Document Center" of our website: Upon receipt of the complaint, and we will deal with it promptly, effectively and in a positive manner following the below procure: 21.1 Consideration complaints: We will acknowledge the complaint within five (5) Business Day of receipt Final response within 5 days: We will investigate the complaint and endeavor to send a final response to the client within five (5) days of receipt. If we are unable in providing the client with a final response within this time frame we will ensure to send the client an update Dissatisfaction with final response: If the client is dissatisfied with the final response by RoboForex (CY), the client could write to CySEC. The CySEC leaflet for handling of complaints is at all times available online.
25 SCHEDULE 1 AGENCY 1. APPLICATION AND SCOPE 1.1 Scope of these Terms: These terms set out the basis on which we will provide the services referred to in the Agreement to you where you are acting as agent for a Counterparty. Where you are acting for your own account the terms set out in this Schedule shall not apply. 1.2 Notification: You will notify us before placing any order on behalf a Counterparty that you are acting as agent for that Counterparty and inform us of the identity, address and any other details which we require in respect of each Counterparty to enable us to form a credit and counterparty risk assessment in respect of any Transaction. 1.3 Instructions: You may give us oral and written instructions and orders. We shall be entitled to accept or act upon any instructions provided by you to us or purported to be given by you without further enquiry as to the geniuses, authority or identity of the person giving or purporting to give such instructions. If we refuse to act on any instruction or order, we shall notify you as soon as practicable of our refusal. 1.4 Capacity: Each Transaction will be entered into by you as agent for and on behalf of the Counterparty specified by you in accordance with Section 1.5 of this Schedule 1 (Nature of Counterparties). Unless we agree otherwise in writing, we shall treat you alone as our client and we shall not treat any Counterparty as our client for the purpose of the CySEC. 1.5 Nature of Counterparties: You represent, warrant and undertake on your own behalf and as agent of any Counterparty that no Counterparty will be a state and that a Counterparty shall, at the time an instruction is given in respect of it, have the characteristics and conform to any criteria agreed between us from time to time. 1.6 Counterparty Accounts: We shall, in respect of a Counterparty, establish and maintain one or more separate accounts (each a "Counterparty Account"). You undertake, as agent for the relevant Counterparty and on your own behalf, in respect of each instruction given, to specify within two (2) hours of giving an instruction as we may reasonably specify the Counterparty Account to which the relevant instruction relates. Until you specify a specific Counterparty Account you shall be personally liable, as principal, in respect of the relevant Transaction. You further undertake, as agent for any Counterparty and on your own behalf, to notify us immediately if any two or more Counterparty Accounts relate to the same Counterparty. 1.7 Separate Administration: We shall, subject to these terms, administer Counterparty Accounts which we reasonably believe relate to different Counterparties separately, including for the purposes of calculating any margin requirement. We shall not exercise any power to consolidate accounts or set off amounts owing between Counterparty Accounts relating to different Counterparties. 1.8 Documentation: You agree promptly to forward to a Counterparty any documentation in relation to such Counterparty that we are required to provide under the CySEC Rules and which we make available to you for that purpose. 2. ADVICE 2.1 Limitations: You, as agent for the Counterparties and on your own behalf, retain full responsibility for making all investment decisions with respect to any Counterparty. We will not be responsible for judging the merits,
26 suitability or appropriateness of any Transaction to be entered into on behalf of a Counterparty. Unless otherwise required under applicable regulations, we shall have no responsibility for your or any Counterparty's compliance with any laws or rules governing or affecting your conduct or that of any Counterparty, or for your or any Counterparty's compliance with ant laws, rules governing or affecting Transactions. 3. REPRESENTATIONS, WARRANTIES AND COVENANTS 3.1 The Representations, Warranties and Covenants in Section 11 of this Agreement shall not apply to you. 3.2 Representations and Warranties: As agent for each Counterparty and on your own behalf, you represent and warrant to us as of 30 January 2013 and as of the date of each Transaction that: You and the Counterparty each have all the necessary authority, power, consents, licenses and authorizations and have taken all necessary action to enable you to lawfully to enter into and perform these terms, the Agreement and such Transaction and to grant the Security Interest and powers referred to in Section 10 (Margining Arrangements) and elsewhere in this Agreement; The person(s) entering into these terms, this Agreement and each Transaction have been duly authorized to do so; These terms, this Agreement, each Transaction and the obligations created under each of them are binding upon, and are enforceable against, you and/ or the Counterparty (as applicable) in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of any regulation, order, charge or agreement by which you or the Counterparty in bound; No Event of Default or Potential Event of Default has occurred and is continuing with respect to you or the Counterparty; Each of you and the Counterparty is permitted under its constitution and any applicable law or regulation and is financially able to sustain any loss which may result from Transactions, and that entering into Transactions is suitable investment vehicle for the Counterparty; The relevant Counterparty owns, with full title guarantee, all investments, margin (or collateral) deposited with, transferred to us or charged in our favor, by you acting as agent for the Counterparty and such investments, margin (or collateral) are free from any prior mortgage, charge, lien or other encumbrance whatsoever and neither you acting as agent for the relevant Counterparty, not the Counterparty itself, will further pledge or charge such investments, margin (or collateral) or grant any lien over them while it is pledged or charged to us except with our prior written consent; Any information which you provide or have provided to us in respect of your or the Counterparty's financial position, domicile, or other matters is accurate and not misleading in any material respect. 3.3 Covenants: You, as agent for each Counterparty and on your own behalf, covenant to us that you will: Ensure at all times that you and the Counterparty obtain and comply with the terms and do all that is necessary to maintain in full force and effect all authority, powers, consents, licenses and authorizations referred to above; Promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to yourself or the Counterparty;
27 3.3.3 Provide us on request such information regarding your and the Counterparty's financial or business affairs as we may reasonably require to evidence the authority, powers, consents, licenses and authorizations referred to above or to comply with any Applicable Regulations; Provide to us on request copies of the relevant sections of the Counterparty's constitutive documents relating to its capacity to enter into Transactions and appoint an agent to act on its behalf and that any such extract will, to the best of your knowledge, be true and accurate in all material respects and you will not omit or withhold any information which would render the information so supplied to be false or inaccurate in any material respect; Either: Execute as agent for the Counterparty where you are duly authorized to do so, or, in each other case; Procure that the Counterparty executes, as applicable, on our request all such transfers, powers of attorney and other documents as we may require to vest any assets or otherwise grant any Security Interest or other interest referred to in Section 10 (Margining Arrangements) of the Agreement to us, our nominee, a purchase or transferee Immediately notify us if you cease to act for any Counterparty or if the basis upon which you act on behalf of the Counterparty alters to an extent which would affect this Agreement or any Transaction made thereunder; Immediately notify us in writing if at any time any of the warranties, representations or undertakings in this Schedule 1 are or become or are found to be incorrect or misleading in any material respect. 4. ANTI-MONEYLAUNDERING 4.1 Anti-money Laundering: You represent, warrant and undertake that you are now and will be at all times in the future in compliance with all applicable regulations concerning money-laundering relating to the identification of the Counterparty unless Section 4.2 of this Schedule 1 (Credit or Financial Institution) applies, and if satisfactory evidence of identity has not been obtained by us within a reasonable time period, we reserve the right to cease to deal with you. 4.2 Credit or Financial Institution: If you are a Cyprus or EU regulated or financial institution we shall deal with you on the understanding that you are complying with EU regulations (or the local equivalent) concerning moneylaundering and that evidence of the identification of any Counterparty will have been obtained and recorded under procedures maintained by you. 5. MARGINING ARRANGEMENTS AND DISCHARGE 5.1 Margin: References to "you" in Section 10 (Margining Arrangements) of this Agreement shall all be deemed to be references to you acting as agent on behalf of each Counterparty in respect of which you provide margin to us from time to time. 5.2 Discharge: Where under any term any payment or other performance (including the delivery of securities or any other property) is due from us, it shall be a discharge of our obligation to make such payment or performance
28 to you notwithstanding that any Counterparty shall be interested (whether beneficially or otherwise) in such payment or performance. 6. NETTING 6.1 Events of Default: References to "Party" in Section 13 (Netting) of this Agreement shall be deemed to be references to you acting on your own behalf and to each Counterparty. If any Event of Default occurs in respect to you or your Counterparty we shall be entitled to exercise our rights under the Section 13 (Netting) of this Agreement in accordance with the following sentences of this term and the expression "Defaulting Party" shall be construed accordingly. In respect of an Event of Default which occurs in respect to you (as opposed to any Counterparty), our rights under the Section 13 (Netting) of this Agreement shall apply separately in respect of each Counterparty Account. If an Event of Default occurs in respect of a Counterparty, our rights under the Section 13 (Netting) of this Agreement shall be limited to the relevant Counterparty Account(s). 7. INDEMNITY 7.1 Indemnification: Notwithstanding that you may act as agent you undertake as principal to indemnify us in respect of any liabilities, costs, damages and losses incurred in relation to any Transaction effected by you as agent on behalf, or purportedly on behalf of, any Counterparty. 8. INTERPRETATION 8.1 Defined Terms: In this Schedule 1 "Counterparty" means any counterparty agreed to in writing by us from time to time on behalf of which you are to enter as agent into Transactions with us, and where a counterparty does not constitute a single legal person, means the trustees, individuals or other persons who are the primary representatives of the organization, trust or fund on whose behalf they are dealing. "Counterparty Account" means as defined in Section Other Terms: All other capitalized terms in this Schedule 1 shall have the meaning given to them in Section 19 of this Agreement.
29 SCHEDULE 2 HIGH RISK INVESTMENT NOTICE GENERAL RISK DISCLOSURE The Client should not engage in any investment directly or indirectly in Financial Instruments unless he knows and understands the risks involved for each one of the Financial Instruments. So, prior to applying for an account the Client should consider carefully whether investing in a specific Financial Instrument is suitable for him in the light of his circumstances and financial resources. The Client is warned of the following risks: 1. The Company does not and cannot guarantee the initial capital of the Clients portfolio or its value at any time or any money invested in any financial instrument. 2. The Client should acknowledge that, regardless of any information which may be offered by the Company, the value of any investment in Financial Instruments may fluctuate downwards or upwards and it is even probable that the investment may become of no value. 3. The Client should acknowledge a that he runs a great risk of incurring losses and damages as a result of the purchase and/or sale of any Financial Instrument and accepts that he is willing to undertake this risk. 4. Information of the previous performance of a Financial Instrument does not guarantee its current and/or future performance. The use of historical data does not constitute a binding or safe forecast as to the corresponding future performance of the Financial Instruments to which the said information refers. 5. The Client is hereby advised that the transactions undertaken through the dealing services of the Company may be of a speculative nature. Large losses may occur in a short period of time, equaling the total of funds deposited with the Execution Venue. 6. Some Financial Instruments may not become immediately liquid as a result e.g. of reduced demand and the Client may not be in a position to sell them or easily obtain information on the value of these Financial Instruments or the extent of the associated risks. 7. When a Financial Instrument is traded in a currency other than the currency of the Client s country of residence, any changes in the exchange rates may have a negative effect on its value, price and performance. 8. A Financial Instrument on foreign markets may entail risks different to the usual risks of the markets in the Client s country of residence. In some cases, these risks may be greater. The prospect of profit or loss from transactions on foreign markets is also affected by exchange rate fluctuations. 9. A Derivative Financial Instrument (i.e. option, future, forward, swap, contract for difference) may be a nondelivery spot transaction giving an opportunity to make profit on changes in currency rates, commodity, stock market indices or share prices called the underlying instrument. 10. The value of the Derivative Financial Instrument may be directly affected by the price of the security or any other underlying asset which is the object of the acquisition. 11. The Client must not purchase a Derivative Financial Instrument unless he is willing to undertake the risks of loosing entirely all the money which he has invested and also any additional commissions and other expenses incurred. 12. Under certain market conditions it may be difficult or impossible to execute an order.
30 13. Placing Stop Loss Orders serves to limit your losses. However, under certain market conditions the execution of a Stop Loss Order may be worse than its stipulated price and the realized losses can be larger than expected. 14. Should the Equity of the Client be insufficient to hold current positions open, the Client may be called upon to deposit additional funds at short notice or reduce exposure. Failure to do so within the time required may result in the liquidation of positions at a loss and he will be liable for any resulting deficit. 15. A Bank or Broker through whom the Company deals or the Company itself may act in the same market as you, its own account involvement could be contrary to your interests. 16. The insolvency of the Company or of a Bank or Broker used by the Company to effect its transactions may lead to the Client s positions being closed out against your wishes. 17. The Client s attention is expressly drawn to currencies traded so irregularly or infrequently that it cannot be certain that a price will be quoted at all times or that it may be difficult to effect transactions at a price which may be quoted owing to the absence of a counterparty. 18. Trading on-line, no matter how convenient or efficient, does not necessarily reduce risks associated with currency trading. 19. There is a risk that the Client s trades in Financial Instruments may be or become subject to tax and/or any other duty for example because of changes in legislation or his personal circumstances. The Company does not warrant that no tax and/or any other stamp duty will be payable. The Client should be responsible for any taxes and/or any other duty which may accrue in respect of his trades. 20. Before the Client begins to trade, he should obtain details of all commissions and other charges for which the Client will be liable. If any charges are not expressed in money terms (but for example as a dealing spread), the Client should ask for a written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. 21. Investing in some Financial Instruments entails the use of gearing or leverage. In considering whether to engage in this form of investment, the Client should be aware that the high degree of gearing or leverage is a particular feature of Derivative Financial Instruments. This stems from the margining system applicable to such trades, which generally involves a comparatively modest deposit or margin in terms of the overall contract value, so that a relatively small movement in the underlying market can have a disproportionately dramatic effect on the Client s trade. If the underlying market movement is in the Client s favor, the client may achieve a good profit, but an equally small adverse market movement can not only quickly result in the loss of the Clients entire deposit, but may also expose the Client to a large additional loss. In regard to transactions in derivative Financial Instruments with the Execution Venues, a derivative Financial Instrument is a non delivery spot transaction giving an opportunity to make profit on changes in currency rates, commodity, stock market indices or share prices called the underlying instrument. The Client must not purchase derivative Financial Instrument unless he is willing to undertake the risks of loosing entirely all the money which he has invested and also any additional commissions and other expenses incurred. 22. Transactions may not be undertaken on a recognized or designated investment exchange and, accordingly, they may expose the Client to greater risks than exchange transactions. The terms and conditions and trading rules may be established solely by the Execution Venue. The Client may only be able to close an open position of any given contract during the opening hours of the Execution Venue. The Client may also have to close any
31 position with the same counterparty with whom it was originally entered into. In regard to transactions in Financial Instruments with the Company, the Company is using a Trading Platform for transactions in Financial Instruments which does not fall into the definition of a recognized exchange as this is not a Multilateral Trading Facility because the Company may be a in a client transaction. 23. The Company will not provide the Client with investment advice relating to investments or possible transactions in investments or make investment recommendations of any kind. 24. The Execution Venue will be required to hold the Client s money in an account that is segregated from other clients and the Execution Venue s money in accordance with current regulations, but this may not afford complete protection. 25. Currency risk: Profits and losses of transactions with contracts denominated in a foreign currency that differs from the currency of the Client s account are affected by the exchange rate fluctuations when converted from the contract currency to the account currency. 26. Country/Political risk: This is the risk that an international investor bears due to the political conditions of the country he has invested in. Typically, the concern here is the actions of governments, but other vectors of political risk include local legal systems, the military or state-sponsored groups. Examples of political risks include: 26.1 The imposition or removal of taxes; 26.2 The imposition or removal of exchange controls or exchange rate management systems; 26.3 The repudiation or moratorium of government or central bank debt; 26.4 The confiscation of assets including nationalization; 26.5 The imposition or removal of trade quotas or tariffs or both; 26.6 The passage of legislation making previously acceptable business practices or ownership structures now illegal or subject to censure. 27. Liquidity risk: Liquidity risk arises in situations where a party interested in trading a Financial Instrument cannot do so because nobody in the market wants to trade that particular Financial Instrument. In such a case an investor may not be able to sell a Financial Instrument or close out a position at the market price at any given time. 28. Credit risk: Credit risk refers to the capability of the counterparty to fulfill its contracted financial obligations like dividend payments, interest payments, repayment of principal when due, etc. 29. Interest rate risk: Interest rate risk is the probability of an adverse impact on profitability or asset value as a result of changes in interest rates. Fluctuations of market interest affect the prices of securities. Usually the price of shares increases if the interest rate falls and vice versa. Factors that influence the level of market interest rates include: 29.1 Expected levels of inflation; 29.2 General economic conditions; 29.3 Monetary policy and the stance of the central bank;
32 29.4 Foreign exchange market activity; 29.5 Foreign investor demand for debt securities; 29.6 Levels of sovereign debt outstanding; 29.7 Financial and political stability. 30. Operational risk: Operational risk can be defined as the risk of direct or indirect loss resulting from inadequate or failed internal processes, people and systems or from external events. This is the risk that the internal organizational systems of the Company may run due to system malfunctions or human errors. 31. Market risk: This reflects the extent to which the return of a Financial Instrument varies in response to, or in association with, variations in the overall market returns. 32. Electronic trading risk: Electronic trading systems use computer devices for routing orders, balancing operations, registering and clearing transactions. These may be subject to temporary failure and faulty operation. On executing transactions using an electronic trading system, the Client bears the risks specific to such a system, including the risk of a failure in the operation of the hardware or software. Therefore, the Client s order may not be carried out in accordance with his instructions or may not be executed at all. It may be impossible to continually receive information on the positions or to meet margin requirements.
33 RISK DISCLOSURE FOR FINANCIAL INSTRUMENTS This notice is provided to you in accordance with the Markets in Financial Instrument Directive (MiFID) of the European Union because you are considering dealing with the Company in the financial instrument provided by the Company. This notice cannot and does not disclose or explain all of the risks and other significant aspects involved in dealing in Financial Instruments and CFDs and was designed to explain in general terms the nature of the risks particular to dealing in the Financial Instruments and CFDs provided by the Company and to help the Client to take investment decisions on an informed basis. This notice should be read together with the General Risk Disclosure. In order to comply with the Markets in Financial Instrument Directive (MiFID) of the European Union, the Company will classify the prospective client as Retail Client, Professional Client or Eligible counterparty when considering the application for opening an account, based on the information provided to the Company. Prior to applying for an account the Client should consider carefully whether trading in derivative Financial Instruments and CFDs is suitable for him in the light of his circumstances and financial resources. Trading in derivative financial instruments and CFDs entails the use of gearing or leverage. In considering whether to engage in this form of trading, the Client should be aware of the following: Risks associated with transactions in derivative Financial Instruments and CFDs (Contracts For Difference) The Client should unreservedly acknowledge and accept that, regardless of any information which may be offered by the Company, the value of the Financial Instruments and CFDs provided by the Company may fluctuate downwards or upwards and it is even probable that the investment may become of no value. The Client should unreservedly acknowledge and accept that he runs a great risk of incurring losses and damages as a result of the dealing in Financial Instruments and CFDs and accepts and declares that he is willing to undertake this risk. For many members of the public dealings in Financial Instruments and CFDs will not be suitable. The Client should not engage in any dealings directly or indirectly in Financial Instruments and CFDs unless he knows and understands the features risks involved in them. The high degree of "gearing" or "leverage" is a particular feature of derivative Financial Instruments. This stems from the margining system applicable to such trades, which generally involves a comparatively modest deposit or margin in terms of the overall contract value, so that a relatively small movement in the underlying market can have a disproportionately dramatic effect on the Client s trade. The Financial Instruments available for trading with the Company are non-delivery spot transactions giving an opportunity to make profit on changes in currency rates, commodity, stock market indices or share prices called the underlying instrument. If the underlying instrument movement is in the Client s favor, the client may achieve a good profit, but an equally small adverse market movement can not only quickly result in the loss of the Clients entire deposit but also any additional commissions and other expenses incurred. Volatility of price and limitation on the available market The Financial Instruments and CFDs provided by the Company are derivative securities, where their price is derived from the price of the underlying reference instruments in which the Financial Instruments and CFDs refer to. Derivative securities / markets can be highly volatile. The prices of derivative Financial Instruments and CFDs and the Underlying Reference Instruments and Indices may fluctuate rapidly and over wide ranges and may reflect unforeseeable events or changes in conditions, none of which can be controlled by the Client or the Company. Under certain market conditions it can be impossible to execute any type of Clients order at declared
34 price. Therefore Stop Loss order cannot guarantee the limit of loss. The prices of derivative Financial Instruments and CFDs will be influenced by, amongst other things, changing supply and demand relationships, governmental, agricultural, commercial, and trade programs and policies, national and international political and economic events and the prevailing psychological characteristics of the relevant marketplace. Transactions in derivative Financial Instruments and CFDs provided by the Company are not undertaken on a recognized exchange, rather they are undertaken on the Company s Trading Platform through the Execution Venue and, accordingly, they may expose the Client to greater risks than regulated exchange transactions. The terms and conditions and trading rules are established solely by the counterparty which in this case is the Company s Execution Venue. The Client can only close an open position of any given Financial Instrument и CFD during the opening hours of the Company s Trading Platform. Other additional obligation Before the Client begins to trade, he should obtain details of all commissions and other charges for which the Client will be liable and which may be found on the Company s Website. If any charges are not expressed in money terms (but for example as a dealing spread), the Client should obtain a clear written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms. The value of open positions in the Financial Instruments and CFDs provided by the Company are subject to financing fees. The price of long positions in Financial Instruments and CFDsis reduced by a daily financing fee throughout the life of the contract. Conversely, the price of short positions in Financial Instruments and CFDsis increased by a daily financing fee throughout its life. Financing fees are based on prevailing market interest rates, which may vary over time. Details of daily financing fees applied are available on the Company s Website. The Client should take the risk that his trades in Financial Instruments and CFDs may be or become subject to tax and/or any other duty for example because of changes in legislation or his personal circumstances. The Company does not warrant that no tax and/or any other stamp duty will be payable. The Client should be responsible for any taxes and/or any other duty which may accrue in respect of his trades. Margin requirements Clients are required to deposit a Margin with the Company s Execution Venue in order to open a position. The Margin requirement will depend on the underlying instrument of the derivative Financial Instrument, level of leverage chosen and the value of position to be established. The Company will not notify the Client for any Margin Call to sustain a loss making position. The Company s Execution Venue has the discretionary right to start closing positions when Margin Level decreases to 80%, and automatically close all positions at market prices if Margin Level drops below 40%. The Company s Execution Venue guarantees that there will be no negative balance in the account when trading Financial Instruments and CFDs.
35 ANNEX 1 TO SECTION 8 OF THE AGREEMENT (ONLINE FACILITY) 1. SCOPE 1.1 This Annex applies to your access and use of any RoboOption Online Facility. This Annex supplements: Any relevant Additional Agreement (including, for example, but without limitation the Master Agreements published by the International Swaps and Derivatives Association, Inc) between you and us; The other parts of our terms and conditions. 1.2 In the event of a conflict between this Annex and any Additional Agreement or any other part in this Agreement, this Annex shall prevail in relation to operational aspects of RoboOption Online Facility. 1.3 You consent to the electronic delivery of required information and agree to comply with any guidelines, as amended from time to time, and other reasonable instructions notified to you relating to use of RoboOption Online Facility. 2. LOGONS AND SECURITY 2.1 You must keep each Logon issued to you secret and insure that it is used only by the individual or system for whom issued. You are liable for all use or misuse of any such Logon and will comply with all reasonable instructions notified to you from time to time relating to any such Logon. You will promptly inform us if you suspect that the security or functionality of any Logon or RoboOption Online Facility has been compromised. 3. HELP DESK 3.1 Please see for information on our help desk. 4. INSTRUCTIONS 4.1 You authorize us to act (without further enquiry) on any instruction given or appearing to be given using a Logon and received by us in relation to any RoboOption Online Facility ("Instruction"). You are not required to submit Instructions; we are not required to act on any Instruction or to execute any Transaction. We have no responsibility for transmissions that are inaccurate or that are not received by us, and we may implement an Instruction of the terms actually received by us. When at a RoboOption Online Facility, you may send cancelations of an Instruction before it is executed; a cancellation is only effective when we inform you. We may cancel a Transaction executed at a manifestly erroneous price or volume or where a Regulator requires. 4.2 Acts and omissions of your Authorized Users are deemed for all purposes to be your actions. 5. EXECUTION OF TRANSACTIONS 5.1 All Transactions executed by us should be displayed on RoboOption Online Facility. Any failure or delay in any order being displayed on RoboOption Online Facility shall not affect the validity of the Transaction. If we have executed a Transaction, but it is not displayed, it is solely your responsibility to make further enquiry of the RoboOption Online Facility to obtain confirmation of the execution of the Transaction. Any failure or delay by you in contacting us shall not affect the validity of any Transaction. Once a Transaction has been executed, you should
36 be deemed to have entered into a corresponding contract with us whether or not the corresponding order is displayed on the RoboOption Online Facility. 6. INTERNET FAILURES 6.1 Since we do not control signal power, its reception or routing via Internet, configuration of your equipment or reliability of its connection, we cannot be responsible for communication failures, distortions or delays when using the RoboOption Online Facility. 7. MARKET RISKS AND ONLINE TRADING 7.1 Trading currencies involves substantial risk that is not suitable for everyone. Trading online, no matter how convenient or efficient, does not necessarily reduce risks associated with currency trading. 8. USE OF THE RoboOption ONLINE FACILITY 8.1 Your access to and your use of the RoboOption Online Facility are expressly subject to your compliance with the terms of (a) this Agreement and (b) any guidelines for using the RoboOption Online Facility posted on or provided through the RoboOption Online Facility (as amended from time to time (the "Operating Procedures")). In the event of any inconsistency between this Agreement and the Operating Procedures, the Operating Procedures shall prevail. We shall have the right, at any time, to amend the provisions of the Operating Procedures upon five (5) days prior notice by posting on or through the RoboOption Online Facility, provided, however, that any amendment to the Operating Procedures may be made effective immediately, where appropriate in our determination, (a) to permit the RoboOption Online Facility to comply with any applicable laws, rules, regulations or judgments, orders or similar; or (b) to facilitate the continued and proper operation of the RoboOption Online facility without performance interruption or degradation. 8.2 You acknowledge that we shall have sole discretion and control over, and the right to modify at any time, the RoboOption Online Facility and its functionality, configuration, appearance and content, including without limitation: The parameters and methods by which orders are placed, routed, marketed or otherwise processed by the RoboOption Online Facility; The availability of the RoboOption Online Facility to any user or with respect to particular currency pairs, or transactions at any particular places, times or locations. 8.3 You agree to be bound by the various legends, disclaimers, terms and conditions displayed on or linked to the RoboOption Online Facility. Such legends and disclaimers may be updated and/or modified from time to time without prior written notice thereof to you. 9. CONFIRMATIONS 9.1 We will post confirmations online, which you will be able to access using the RoboOption Online Facility. We will post details of your account activity online and you will be able to generate daily, monthly and yearly reports of account activity as well as a report of each executed trade. Updated account information will be available no more than twenty-four (24) hours after any activity takes place on your account. Posting of account information on your online account will be deemed delivery of confirmation and account statements. Account information will include trade confirmations with ticket numbers, purchase and sales rates, used margin, amount available for
37 margin trading, statements of profits and losses, as well as current open or pending positions and any other information as required by the CySEC. 9.2 Confirmations shall be deemed to be conclusive and binding on you. 10. NO ADVICE 10.1 We are not soliciting any action based upon use of any RoboOption Online Facility. We do not make any recommendation as to the suitability of any investment or proposed Transaction. You acknowledge that we will not, and are under no duty to, provide advice in relation to any such Transaction or proposed Transaction through any RoboOption Online Facility. You agree that: RoboOption Online Facility is not and will not be the basis for any of your investment decisions; You are solely responsible for: Any investment or trading decision you make with respect to product available via RoboOption Online Facility; Determining whether any transaction is suitable, appropriate or advisable for you or your clients Provisions of RoboOption Online Facility do not make us an advisor or fiduciary for you or your managed or fiduciary accounts. This Annex does not constitute an offer to sell or solicitation of an offer to buy securities or other financial instruments. 11. INTELLECTUAL PROPERTY RIGHTS 11.1 You acknowledge and agree that we are the sole owner (except to the extent owned by third party licensors and except to the limited extent licensed by us to any other financial institutions and their clients) of all rights, titles and interests (collectively the Intellectual property rights") in and to the RoboOption Online Facility, the data and other information generated by the RoboOption Online Facility ("Data") produced by and distributed by or through the RoboOption Online Facility and each component thereof and all Intellectual property rights and proprietary rights with respect thereto, including, without limitation, patent, copyright, trade secret, trademark and other proprietary rights in and to the RoboOption Online Facility and each component thereof, and to all modifications, including custom modifications, to the RoboOption Online Facility and each component thereof, whether made by or with the assistance of you and any other person and any knowhow, techniques, methodologies, equipment or processes used by us, the look and feel of the RoboOption Online Facility and each component thereof and all of our software (front and back end) all registered trademark applications, trademarks and service marks, trade names, URL registrations and all pricing information and other Data You shall not obtain any intellectual property rights in or to the Intellectual property rights. You will not make any alteration, change or modification the RoboOption Online Facility. You may not recompile, decompile, disassemble, reverse engineer, or make or distribute any other form of or any derivative work, including but not limited to the "look and feel" and graphic elements from the RoboOption Online Facility except for permitted by law.
38 12. INDEMNITY BY YOU 12.1 You will indemnify us and our Related Parties against all Losses arising from your use of RoboOption Online Facility and any claims by third party in relation to your use of RoboOption Online facility, except to the extent caused by our gross negligence, fraud or willful misconduct. 13. INDEMNITY BY US 13.1 If any third party claims that your use of Proprietary RoboOption Online Facility in accordance with this Annex infringes its IP Rights (an "IP Claim"), and you: Notify us promptly of any actual or threatened IP Claim; Do not make any admission of liability; Assist us in responding to the IP Claim; Allow us to control all discussions and all litigation relating to the IP Claim. Then we will indemnify you against damages finally awarded against you and reasonable legal expenses incurred by you in dealing with the IP Claim except to the extent that the IP Claim arises as a result of gross negligence, fraud or willful misconduct This Section states our entire obligation and your sole remedy regarding intellectual property infringements. 14. DISCLAIMER 14.1 Save as expressly set out in this Annex, access to the RoboOption Online Facility is provided "as is". We and our Related Parties make no warranty, representation or other assurance in connection with any RoboOption Online Facility, including as to availability, accuracy, completeness, results, functionality, reliability, performance, timelines, non-infringement, suitability, quality, merchantability, fitness for a particular purpose or otherwise All representations, warranties and assurances (statutory, implied or otherwise) are excluded. We and our Related Parties have no liability to you or third parties in connection with the RoboOption Online Facility other than for willful default, gross negligence and fraud and under Section 13 of this Annex (Indemnity by Us). Technical difficulties could be encountered in connection with the RoboOption Online Facility. These difficulties could involve, among others, failures, delays, malfunction, software erosion or hardware damage, which difficulties could be the result of hardware, software or communication link inadequacies or other causes. Such difficulties could lead to possible economic and/or data loss. Further, we are not liable for any special, indirect, incidental or consequential Losses which you may incur or experience in connection with this Agreement or use of any RoboOption Online Facility, even if we know of the possibility of these Losses. You are solely responsible for any Losses, damages or costs resulting from your reliance on any data that we or our Related Parties may provide in connection with your use of the RoboOption Online Facility. Nothing in this Annex limits or excludes any liability to the extent contrary to Applicable Regulation. 15. MARKET DATA 15.1 We and any provider of Market Data are not liable: If the Market Data is in accurate or incomplete in any respect; For any actions you take or do not take.
39 15.2 You will use Market Data solely as part of RoboOption Online Facility and will not redistribute or disclose it, save as required under Applicable Regulations. Market Data is the intellectual property of us or our licensor(s). We may collect trade-related data and aggregate it with data of other users such that no user can be readily identified. We shall own all rights in that aggregated data; you will pay any agreed market data fees and any applicable Taxes. 16. USAGE INFORMATION 16.1 If we have an enquire relating to your use of RoboOption Online Facility, you will promptly provide us, or any Regulator with any information, access to premises or systems or assistance reasonably requested by us or any Regulator. Any attendance at your premises will, unless applicable Regulations otherwise require, be subject to reasonable prior notice and your reasonable security and confidentiality procedures. 17. INVESTMENT MANAGERS 17.1 If you are an investment manager or agent, you agree that: You agree to this Annex on your own behalf and as agent of your principals; You have all requisite authority to so execute and to effect transaction through RoboOption Online Facility on behalf of your principals; All such transactions will be suitable and/ or appropriate for the principals; You will give us prior notice of any principals on whose behalf you will use RoboOption Online Facility; You will indemnify us against any claims by your principals in respect of RoboOption Online Facility. 18. COMPLIANCE WITH LAWS 18.1 You will comply, and co-operate with us in complying, with all Applicable Regulations when using or accessing any RoboOption Online Facility. 19. CONFIDENTIALITY, PRIVACY, DATA PROTECTION AND NO PROMOTION 19.1 Without the others consent, neither party shall disclose or use for any purpose except as contemplated under this Annex, the terms of this Agreement or the relevant Additional Agreement any information disclosed to it by the disclosing party in connection with RoboOption Online Facility, except to the extent that such information is: Already available in the public domain, other than as a result of breach of an agreement between you and us; Already known to the receiving party at the time of disclosure; Required to be disclosed under Applicable Regulations or court order; Requested by a Regulator We may disclose information to our agents and suppliers (provided that they are subject to confidentiality obligations). We may store and use the contact details of Authorized Users and Security Administrators in
40 countries worldwide (including countries outside the EU and EEA). Neither you nor we shall make any public announcements relating to your use of RoboOption Online Facility without the other's prior written consent You will not, without our prior written consent in each instance: Use in advertising, publicity, monitoring or other promotional materials or activities, the name, trade name, trademark, trade advice, service mark, symbol or any abbreviations, contraction or simulation thereof, of RoboForex or our Affiliates or their respective partners or employees; Represent directly or indirectly that any product or any service provided by you has been approved or endorsed by us. This section shall survive termination of this Agreement. 20. NOTICES 20.1 In accepting this Annex, you agree to the provision of notices (including acknowledgements, confirmations, statements and communications required under Applicable Regulations) by and other electronic means as permitted under Applicable Regulations and such electronically delivered documents shall be deemed to be "in writing". 21. AMENDMENTS 21. We may amend this Annex by ten (10) or more Business Days' written notice to you (or immediately if a change is required under Applicable Regulations). 22. THIRD PARTY RIGHTS 22. This Annex is for the benefit of us, Related Parties, our suppliers, our agents and you. No other third party has rights under this Annex. 23. FURTHER ASSISTANCES 23. You shall promptly cooperate with any reasonable request we may make to give full effect to this Annex and any Instruction and to protect our Related Parties' rights in RoboOption Online Facility. 24. COMPANY FEE S POLICY 24.1 A general rule: All costs for the commissions of the payment systems will be transferred to the client All costs for the depositing of funds to the Company s accounts, the Company will pass on the client. Example 1 - bank transfer: The client sends the money from his bank account - 5,000 USD, while its bank takes commission USD 25 and we get,975 USD. This amount of 4,975 USD will be credited to his trading account. Example 2 - replenishment via credit card: The client sends the money through a credit card in the amount of 2,000 USD. Payment systems charge us 3% of the transaction, in fact we will get 2,000 USD - 3% = 1,940 USD. This amount of 1,940 USD we will credit on the customer's account.
41 All costs for the withdrawing of funds to the Client s accounts the Company will pass on the client. Example 1 - bank transfer: The client makes a request to withdraw from his trading account the amount of 5,000 USD, while our bank takes commission - 25 USD - at the end of the day the customer will receive 4,975 USD to his bank account. Example 2 withdrawing via credit card: The client makes a withdrawal from his trading account via credit card the amount of 2,000 USD. Payment systems charge us 5 USD for each transaction; as a result, the client will receive 1,995 USD Commissions for the trade turnover. The Company will charge the following rates as a commission for the offering of trading services: 30 USD for 1 million USD turnover (round turn), or in terms of MT4 8 USD for one round lot (opening / closing of one transaction) The Company will offer only one type of trading account for all types of customers ECN. The Company will not add the Markup to the spread and will provide to customers the minimal spreads, on average: points for the major pairs. For the customers who make a big turnover, The Company will provide better conditions on the Commissions - according to the "Rebates" program: If the customer makes a turnover above a certain level, The Company will do a recalculation and pay him back the commission at the end of each month. Depending on the type of customer the initial rate of commission will be reduced: for individuals - 30 USD per 1m USD, in MT4-8 USD per lot - this corresponds to point of spreads for legal persons 25 USD per 1 m USD, in MT4-6.5 USD per lot - this corresponds to point of spreads for brokers - 20 USD per 1 m USD, in MT4-5 USD per lot - this corresponds to point of spreads 25. ARBITRAGE 25.1 Internet, connectivity delays, and price feed errors sometimes create a situation where the prices displayed on the RoboOption Online Facility do not accurately reflect the market rates. The concept of arbitrage or taking advantage of these Internet delays cannot exist in a Market where the client is buying or selling directly from the market maker. We do not permit the practice of arbitrage on the RoboOption Online Facility. Transactions that rely on price latency arbitrage opportunities may be revoked. We reserve the right to make the necessary corrections or adjustments on the account involved. Accounts that rely on arbitrage strategies may at our sole discretion be subject to our intervention and our approval of any orders. Any dispute arising from such quoting or execution errors will be resolved by us in our sole and absolute discretion We shall have any obligation to contact you and advise you upon appropriate action in light of changes in market conditions or otherwise. You acknowledge that the Market is highly speculative and volatile and that, following execution of any transaction, you are solely responsible for making and maintaining contact with us for
42 the purpose of monitoring the position and ensuring that any further instructions are given on a timely basis. In the event of any failure to do so, we can give no assurance that it will be possible for them to contact you and we accept no liability for loss alleged to be suffered as a result of any failure by you to do so You agree to indemnify and hold us, our Affiliates, and any of our/ their directors, officers, employees and agents harmless from and against any and all liabilities, losses, damages, costs and expenses, including legal fees, incurred in connection with the provision of the services under this Annex to you provided that any such liabilities, losses, damages, costs and expenses have not arisen for our negligence, fraud or willful default. 26. TERMINATION 26.1 This Annex is effective until terminated by either party upon written notice to the other. We may suspend, limit or terminate your access to all or part of any of RoboOption Online Facility (with or without cause or notice). 27. MISCELLANEOUS 27.1 This Annex, the Agreement and any of our guidelines are the parties' entire agreement and supersede all previous agreements on the matters covered by this Annex. The following Sections (inclusive), 20, 21 and 27 shall survive termination, howsoever caused, of this Annex. 28. INTERPRETATION 28.1 Defined Terms in this Annex: "Affiliate" means any entity controlled directly or indirectly by, or under control with, RoboForex. "Authorized User" means the person(s) any/ or system(s) for whom you or any Authorised User requests access to RoboOption Online Facility, which request may be by , phone, in person or in writing and to which we provide such access or Logon. "Data" means as defined in Section "Instruction" means as defined in Section 4.1. "IP Claims" means as defined in Section "IP Rights" means as defined in Section "Logon" means any PIN, digital certificate, password, and authentication code or other data or device that enables access to RoboOption Online Facility. "Losses" means liabilities, costs, claims and expenses (including reasonable legal fees). "Market Data" means prices, market data, research, commentary and other information. "Operating Procedures" means as defined in Section 8.1. "Proprietary RoboOption Online Facility" means any RoboOption Online Facility wholly owned and controlled by us excluding in any event any services provided by a third party.
43 "Regulator" means any regulator, self-regulatory body, exchange, clearing house, alternative trading system, electronic communications network or similar entity whose rules or regulations we or you are subject of RoboOption Online Facility. "Related Party" means any of our director, officer, employee, agent or licensor of any part of any RoboOption Online Facility. "Security Administrator" means the person(s) appointed by you to act as an administrative contact. "We", "us", "our" means RoboForex (CY) Limited and its Affiliates. "System" shall mean an electronic system designed to facilitate trading in Financial Contracts via the Internet using the RoboOption platform as defined above subject to all terms of this Agreement and the terms of the Trading Manual (as defined below) which conforms an integral part of the Agreement. "Financial Contract" or "Contract" shall mean a contract to purchase Binary Options or any other financial offering that the Company may offer by the System from time to time to its customers. "Binary Options" shall mean an option which offers a fixed return predetermined at the onset of the Contract. "Contract Price" shall mean the rates offered by the System and based upon "indicative" rates provided by various financial information systems as the current updated rates for contracts of the applicable nature on the financial markets. "Markets" shall mean the international financial, commodities, and other applicable markets, where contract rates are being fixed upon free trade, and other markets where various financial assets are traded. "Business Day", means any day (except any Saturday or Sunday), beginning at 00:00 GMT+2 and ending at 23:59 GMT+2, on which commercial banks and exchange markets settle payments and are open for general business in Cyprus, and, where relevant, in the same currency as the payment obligation Other Terms: All other capitalized terms in this Annex 1 shall have the meaning given to them in Section 19 of this Agreement.
44 ANNEX 3 TRUSTEE PROVISION TO SECTION 13 OF THIS AGREEMENT 1. SCOPE This Trustee provision supplements Section 13 of this Agreement. 2. REPRESENTATIONS AND COVENANTS 2.1 Additional Representations and Warranties: The provision of Section 11.1 (Representations and Warranties) shall be deleted and the following provisions shall additionally apply: We represent and warrant to you and each of you and each Trustee Party represents and warrants as of the date of its accession to and adoption of these terms in accordance with this Annex 3 that: Each such person has authority (including in the case of you and each trustee Party, full power and authority under the terms of the instrument (the "Trust Deed") under which the trust of which you act as trustee for the purposes of this Agreement (the "Trust") is constituted) to enter into this Agreement; No Event of Default or Potential Event of Default has occurred and is continuing with respect of such person Each of you and each Trustee party represents to us, as at the date of its accession to and adoption of these terms in accordance with this Annex 3, and as of the date of each Transaction, and warrants that: All of the Trustee Parties appointed in respect of the trust are bound by this Agreement; Each Trustee Party has a right to be indemnified out of the assets of the trust in respect of any obligations undertaken or to be undertaken by it to us under this Agreement or any Transaction, subject as specified in the individually Agreed Terms Schedule We represent to you as of the date of entering into each Transaction governed by these terms, that we act as principal and sole beneficial owner (and not as trustee) in entering into these terms and each and every Transaction governed by these Terms. 2.2 Additional Covenants: Without prejudice to the generality of the subsection entitled "Covenants", each of you and each Trustee party covenants to is that it will promptly notify us of: Each appointment, death, incapacity, insolvency and retirement of a Trustee Party; The winding-up of the trust under the provisions of the Trust deed or otherwise Where this Agreement has been executed by one or more Trustee Parties acting or purportedly acting both on your behalf and on behalf of each other Trustee Party holding office as trustee of the Trust at the time of execution, each of such executing Trustee parties represents and covenants (independently of the effectiveness of the remainder of this Agreement) that such Trustee Parties have full power and authority under the term of the Trust Deed and the general law applicable to trustees to do so, and have power and
45 authority on behalf of each other Trustee Party to confer the rights constituted under Section 4 of this Annex Each Trustee Party covenants to us that: It will at all times obtain and comply with the terms of and do all that is necessary to maintain in full force and effect all authorizations, approvals, licenses and consents (including all requirements of the Trust Deed and the general law applicable to trustees) required to enable it lawfully to perform its obligations under this Agreement; It will promptly notify us of the occurrence of any Event of Default or Potential Event of Default with respect to itself. 3. ADDITIONAL COVENANTS 3.1 Events of Default: The occurrence of any of the following additional events shall constitute an Event of Default (to which automatic termination under Section 13 of this Agreement (Netting) shall not apply): Any Trustee Party loses the right to be indemnified out of the assets of the Trust in respect of any obligation undertaken by it under the Agreement or any Transaction or any fact comes to our attention on the basis of which we reasonably believe that such Trustee party would lose or has lost such right; Any Trustee Party not bound to this Agreement at the date of its execution who is at any time hereafter appointed as trustee in respect of the Trust fails to accede to and adopt this Agreement, all Transactions then outstanding and all rights and obligations thereunder within three (3) Business Days of such appointment by duly completing, executing and delivering to us the Adoption Form in the form prescribed in this Annex 3 or in any other manner acceptable to us; Any Trustee Party revokes any consent given pursuant to this Annex 3; Action is taken which under the terms of the Trust Deed or by operation of law constitutes initiation of winding-up of the Trust. 4. NEW TRUSTEES 4.1 Appointment of New Trustees: Each party to this Agreement and each Trustee Party acknowledges that from time to time new persons may be duly appointed as trustees of the Trust (each person so appointed, a "New Trustee Party") and accordingly, notwithstanding any restriction on assignment or transfer under this Agreement: We and each Trustee Party each consent to the accession to and adoption of the terms and obligations hereunder by each and every New Trustee Party from time to time, which accession and adoption shall take effect as a novation of the Agreement and all Transactions then outstanding such each New Trustee Party may thereafter (as trustee of the Trust and subject to the terms of the Trust Deed) exercise your rights, and shall thereafter be bound by your obligations (including obligations under such Transactions); In any case where Trustee party so bound immediately before such novation remains so bound after such novation, that Trustee Party shall be bound thereafter jointly with each New Trustee Party; The consent given by virtue of this provision may only be revoked by a Trustee Party by notice in writing to us;
46 4.1.4 The terms of this provision shall take effect as an open offer by us, you and each Trustee Party bound by this Agreement at the time of appointment of any New Trustee Party to each and every New Trustee Party to accede to and adopt the terms and obligations under this Agreement and all Transactions then outstanding hereunder, which shall be accepted by completion, execution and delivery to us of a letter substantially in the form of the Adoption Form set out in this Annex 3 to or in any other manner acceptable to us. 5. DEFINED TERMS AND INTERPRETATION 5.1 Defined Terms and Interpretation: In this Annex 3: "Transaction" means where any such Transaction is entered into with us by or on behalf of one or more Trustee Parties purportedly acting on your behalf, Transaction includes each such Transaction. "Trust" means as defined in Section of this Annex 3. "Trust Deed" means as defined in Section of this Annex 3. "Trustee Party" means at any time, a person holding office as trustee of the Trust at such time (whether or not a party to this Agreement). "New Trustee Party" means as defined in Section 4.1 of this Annex Application to Trustees: Any reference in this Agreement: To the obligations of a Party shall, insofar as it may apply to you, include a reference to the obligations owed by any Trustee Party; and any reference in Section 13 of this Agreement to "you" shall be read as reference to you or a Trustee Party; and To "you", at any time, includes all persons who have acceded to this Agreement in accordance with Annex 3, but does not include any person who has been, but is no longer, a Trustee Party and who has been discharged of its obligations hereunder by us in writing. 6. OTHER TERMS All other capitalized terms in this Annex 3 shall have the meaning given to them in Section 19 of this Agreement.
47 ANNEX 4 FINANCIAL SERVICES AGREEMENT # dd RoboForex (CY) Ltd: (hereafter "RoboForex"), a company registered under the laws of the Republic of Cyprus, registration number and licensed for the provision of financial services by the Cyprus Securities and Exchange Commission under authorization No 191/13, on one side, and hereafter referred to as the "Client", on the other side, hereinafter jointly referred to as the "Parties", have entered into the present Financial Services Agreement (hereinafter the Agreement) on the following: 1. By signing this Agreement the Client agrees that RoboForex will provide the services to the Client in accordance with RoboForex Standard Terms of Business available at RoboForex (hereinafter Standard Terms of Business) web-site The Standard Terms of Business at RoboForex form the integral part of this Agreement. 2. The Client accepts that any services under the Standard Terms of Business may be provided only upon completion of the legally required Know-Your-Client procedures and disclosure of all necessary information with regards to the Client and its affiliates and business. The Client hereby undertakes to provide RoboForex with all such information in accordance with the Standard Terms of Business and Applicable Regulations. 3. The Client has read and fully understood the Standard Terms of Business and appendices thereto, and the Client hereby accepts the Standard Terms of Business, including appendices thereto. The Parties irrevocably agree to be bound with the terms of the Standard Terms of Business and appendices thereto. The Client acknowledges that the Standard Terms of Business, including appendices, may be amended and supplemented by RoboForex unilaterally from time to time, as prescribed in the Standard Terms of Business. The Client undertakes to monitor such amendments on a regular basis. 4. The Client agrees with his or her categorization notified by RoboOption. 5. The Client provides irrevocable and unconditional consent to: a) RoboOption Order Execution Policy; b) Execution of Client Orders outside regulated markets or a Multilateral Trading Facility. 6. Client has read and fully understood RoboOption General risk disclosure and Risk disclosure for financial instruments and RoboOption Conflict of Interest Policy. 7. This Agreement may be terminated in accordance with the Standard Terms of Business. 8. In all cases not specified herein (including meanings of capitalized terms), the provisions of the Standard Terms of Business shall apply. 9. The Agreement has been executed in two original copies (one copy for each of the Parties).
49 WHEREAS: RoboForex (CY) Ltd is a fully licensed and regulated Cyprus Investment Firm and as leading facilitator in the global capital markets, aggregating liquidity, offering access to exchanges and providing its suite of products and platforms to institutions, private clients, banks and brokerages around the world. RoboForex (CY) Ltd under the brand name ROBOOPTION offers the online trading systems, which enables its clients to enter into transactions via RoboForex (CY) Ltd for the purchase or sale/transactions of the next financial instrument: binaries options. This Agreement documents the trading relationship between the Parties and thus sets out the agreed terms and conditions upon which Retail Client will engage in the above-mentioned online investment trading facilities both through and outside the Trading Platform, offered by the Company. The Company is engaged in the operation of an online system facilitating the execution of transactions of Financial Contracts (as defined hereunder) by using various platforms and RoboOption names (hereinafter referred to as: "RoboOption"). This Agreement applies to both the Company s Web site and RoboOption System (as defined hereunder) as well as to the electronic content and/or software currently contained on the Web site that supplies you with real time information about the prices of the Financial Contracts (as defined below) and/or the exchange rates of international currencies, as well as with the RoboOption System (as defined hereunder) for the execution of Financial Contracts (as defined below) (hereinafter referred to as: the "Service(s)"), and any other features, content or services that the Company may add in the future. The Company provides the Services directly to its customers and/or sometimes by the use of authorized local representatives. In the event that the Company has a local representative, the Company may delegate to such representative any powers and/or authorities it so deems fit and necessary from time to time and according to regulations.
50 RoboForex (CY) Ltd. is authorized and regulated by the Cyprus Securities and Exchange Commission License: 191/13 This Retail Trading Agreement is made on Date: / / 2014, By and between: 1. RoboForex (CY) Ltd: Registered address: Modestou Panteli 4, Mesa Geitonia, 4003, Limassol, Cyprus. Business address:, office #1, Neapoli, CY-3107, Limassol, Cyprus. P.O. Box 54176, CY-3721 Limassol, Cyprus. Tel: Fax: Company No. HE Represented by: Full Name: Title: Seal: 2. Client: Full Name: Title: Address:
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