Client Agreement
September 2024
TABLE OF CONTENTS
1. Introduction
2. Terms and Conditions
3. No Liability Clause
4. Our Service
5. Content Clarifications
8. Daily Valuation
9. Closing Positions and Withdrawals
10. Client Categorisation
11. Additional Closure Rights
12. Timing of Payments
13. Acknowledgements
14. Representations, Warranties and Undertakings
15. Events of Default
16. Consequences of Default
17. Start out
18. Dispute Resolution
19. Liability and indemnity
20. Amendment, delegation and termination
21. Force Majeure
22. Trading Platform
23. Intellectual Property
24. Immediate closure, limiting of access and cancelling deposits
25. Client privacy and disclosure
26. Confidentiality
27. Obligation immunity
28. Notices
29. Governing Law
30. Miscellaneous
31. Consent to communication recording
32. Our measures to comply with the relevant laws
33. Client funds
34. Enforcement of this agreement
35. Rights and remedies
36. Waivers and Alteration of Rights
37. Multiple agreement parties
38. Time is of the essence
39. Liability for expenses
40. Enforcement of transactions
41. Record Keeping
42. Spanish Clients
43. Tax
44. Definitions
- 1. Introduction
1.1 Virtual Markets Ltd (hereafter the “Company” or Virtual Markets) is a limited liability company incorporated and registered under the laws of St. Lucia, with Company number 2023-00452 and a registered address at Ground Floor, The Sotheby Building, Rodney Bay, Gros-Islet, Saint Lucia P.O. Box 838, Castries, Saint Lucia. The Company provision of the investment services specified in this client service agreement (hereafter the "Agreement").
This Agreement is entered by and between Virtual Markets Ltd (hereinafter called the “Company” or “us”) on the one part and the Client (which may be a legal entity who has completed the Account Opening Application Form and has been accepted by the Company as a client (hereinafter the “Client” or “you”) on the other part.
1.2 The Agreement shall be binding upon the parties and their permitted successors and assigns.
1.3 Wet signature of the Agreement is not required, but if you wish to have it signed, you may print it and sign two copies of the Agreement and send them back to us. We shall keep one copy for our records and send you back the other one, signed by us as well.
1.4 The Company’s products and services are intended for both Retail and Corporate clients only.
1.5 Prior to entering into this Agreement and proceeding with transacting with us, you should ensure that you fully understand the risks and complexity of trading and CFD products.
Our Products are speculative and Margin FX Contracts and CFDs are leveraged. Our Products may not be suitable for you. Please pay particular attention to the provisions of the found on our website, if you are a Retail Client. Their prices and those of the Underlying Instruments may fluctuate rapidly because of unexpected events and new circumstances which may not be easily predictable to anyone with no inside information and directly involved and thus, they cannot be controlled. When leveraged, our Products can place a significantly greater risk on your investment than non-leveraged investment products.
The Company highly recommends you to take sufficient time to read, understand the Agreement and any other information published on our official website / (hereafter the Website) prior to opening an Account and/or carrying out any activity with us. If you are a Retail Client with limited trading or no trading experience, please consider seeking independent advice prior to using our Services. By opening an account with us, the Client confirms that he/she has read, understood and accepted all information published on the Company’s website. The Client Agreement shall come into effect on the date on which the client has accepted the agreement through the website prior to opening an account with us, you must read this Agreement carefully and decide whether our Products are suitable for you.
1.6 Information we provide is of a generic nature only. This website is intended solely for the use of both Retail and Corporate clients and is not for public distribution. Any information provided to you on our website, through the trading platform, by our employees and partners, via email, chat, telephone or otherwise, should be treated as generic and does not take into consideration your individual objectives, financial situation, needs or circumstances.
1.7 We urge you to pay particular attention to the provisions relevant to Margin, those that set out our rights to terminate and/or close out a Position and those that relate to the termination of this Agreement and closing of your Account, as you need to clearly comprehend these important terms and the implications arising from those terms.
- 2. Terms and Conditions
These terms and conditions form part of the agreement between Virtual Markets and you (“the Client’’). These terms govern our dealings with you in relation to our Products.
Virtual Markets is incorporated under the laws of St. Lucia and is registered as a private International Business Company with the Registrar of International Business Companies. Currently the margin FX and CFD business in St. Lucia is not subject to regulations, supervision and monitoring programmes, however, Virtual Markets is still subject to local Anti-Money Laundering laws and uses its best endeavours to always act in the best interests of its clients and provide quality services according to their needs and goals. You should carefully read all documents listed below in their entirety before you transact with us:
● this Client Agreement
● any additional terms and conditions issued by us now or in the future in connection with our dealings with you.
● our Complaints Handling Procedure
● Costs and Charges
● our Privacy Policy;
● and any other website content
Upon the completion of the onboarding process and registration with us for the provision of services, you have agreed that you have read and accepted our Terms and Conditions and you also confirm that you:
● have received, read and understood this Agreement, including any other applicable disclosure documents; and
● agree that we will provide our Products and Services to you on the terms and conditions of this Agreement
● By accepting these terms of this Agreement you authorise us to provide directly or indirectly to any relevant tax authorities or any party authorised to audit or conduct similar control of the Company for tax purposes information obtained from you or otherwise in connection with the Terms and the transactions and to disclose to such tax authorities any additional information that the Company may have in its possession that is relevant to you account.
You must be 18 years of age or over to use our Services.
The terms of this Agreement supersede any previous agreement terms between you and us on the same subject matter and shall take effect when you indicate your acceptance via our Website. This Agreement shall apply to all Transactions contemplated under this Agreement.
Nothing in this Agreement will exclude or restrict any duty or liability owed by us to you under the applicable regulations and, if there is any conflict between the terms and provisions of this Agreement and the Applicable Laws and Regulations, the Applicable Laws and Regulations will prevail.
3. No Liability Clause
We are under no obligation:
● To confirm the accuracy of your Appropriateness Test answers
● To monitor or advise you on the status of any of your Positions.
● prevent you from trading beyond your means or ability or to protect you; or
● To close any open Position
● all Positions will, therefore, be made at your own risk and we will not be liable to you to the maximum extent permitted by law
● You acknowledge that no representations have been made by us or any individual associated with us regarding future profit or loss in your Account
● You understand that trading involves a substantial risk of loss and that many people lose money trading the Products
● You understandprior to using our services you should seek independent advice
● To the extent that you trade in the Products offered under this Agreement pursuant to a system, course, program, research or recommendations of an Introducing Broker (if applicable) or another third party, you acknowledge that there is a substantial risk of loss and reliance on the information and resources provided by an Introducing Broker or another third party will not necessarily result in profit or limit loss.
4. Our Services
Our service is providing you with access to an online trading service. You specifically consent to the receipt of documents and information about us and our services, costs and charges and any notices we send via email, our website, the trading platforms or other electronic means.
You undertake that in the event that you are unable for any reason whatsoever to open or close a Position because of technical difficulties you may be having with the trading platforms, you will immediately contact us.The Company provides the following Investment Services:
a. Reception and transmission of orders in relation to one or more financial instruments;
b. Execution of orders on behalf of clients;
In addition, the Company may provide the following ancillary services:
a. Foreign exchange services where these are connected to the provision of investment services.
- 5. Content Clarifications
Please find below clarifications regarding specific references in this document:
a. A legislative provision or legislation (including subordinate legislation) is to that provision or legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it;
b. A document (including this document) or agreement, or a provision of a document (including this document) or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated.
c. A party to this document or to any other document or agreement includes a successor in title, permitted substitute or a permitted assign of that party;
d. A person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and
e. anything (including a right, obligation or concept) includes each part of it.
(ii) A singular word includes the plural, and vice versa.
(iii) A word which suggests one gender includes the other genders.
(iv) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
f. If there is any inconsistency between a Confirmation and this Agreement, the Confirmation will prevail.
If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing. Unless otherwise specified in this Agreement, a reference in this Agreement to a transaction, asset, act.
- 6. Account Opening
6.1 Assessment of appropriateness
In order for the Company to ensure that a Financial Instrument is appropriate for the Client, it shall assess the potential Clients’ knowledge and experience in the investment fields, which inter alia includes the following (taking into account the nature of the Client, the nature and extent of the Services to be provided, and the anticipated type of product or transaction, including their complexity and the risks involved):
a. The type of service, transaction and financial instrument with which the Client is familiar;
b. The nature of the Client’s transactions in financial instruments and the period over which they have been carried out;
c. The level of education, and profession of the Client or potential Client.
The Company shall not encourage a Client or potential Client not to provide information required for the purposes assessing the appropriateness.
The Company shall be entitled to rely on the information provided by its Clients or potential Clients unless it is aware or ought to be aware that the information is manifestly out of date, inaccurate or incomplete.
Further to the above, when the Company is assessing whether a Financial Instrument is appropriate for a Client, determines whether that Client has the necessary experience and knowledge to understand the risks involved in relation to the product offered or demanded. Since the Company will expand its services to cover Professional Clients, the Company shall be entitled to assume that a Professional Client has the necessary experience and knowledge to understand the risks involved in relation to those Financial Instruments or transactions, or types of transaction or product, for which the Client is classified as a professional Client.
6.1.1 Completion of the onboarding process/account opening
Once we accept your application, we will open an Account in your name. The Account may be split into different sub-accounts denominated in different currencies or commodities. References in this Agreement to your Account are taken to also reference any sub-accounts where relevant. We may at our absolute discretion refuse to open an Account with you for any reason we consider appropriate. Each Account will have its selected/applicable Account Currency.
6.1.2 Registration Approval
Upon the approval of your registration, you will be notified by e-mail to the address you have provided during the registration of the Account.
6.2 Account Information
a. You undertake and warrant to us that any information provided to us at any time is true and correct and that you will immediately inform us of any change to that information.
b. You are required to keep confidential all security information relating to the Account, including, but not limited to, any username, account number, user ID and password. Once you have established this security information, we have no obligation to verify the authority of anyone using this information to operate your Account. If you are aware or suspect that these items are no longer confidential, you should contact us immediately.
6.2.1 Due Diligence
When accepting a new Client, including clients that have only intention to try our demo accounts and not to proceed with depositing, the Company will request satisfactory evidence of a Clients’ identity and address, economy profile and financial background, in order to provide an effective service. The Company requires all clients to enter into an agreement with the Company by completing the account opening documentation which is tailored to extracting this information.
The Company may, at its sole discretion, at any time during the business relationship with you, request additional documents, including but not limited to the identification documents, proof of funds, evidence of your sources of funds, proof of ownership of the various payment methods, as well as selfies with requested documents.
In the event the Company detects any sanctions or adverse media alerts during the screening either on onboarding or on-going monitoring, the Company shall request additional identification documents including, but not limited to, a certificate of clean criminal record from the responsible authorities.
6.3 Legal Entity Identifier (LEI)
If you are a Corporate Client and your Account is held in the name of a legal entity, such as a company, you are required to provide an LEI. It is your responsibility to determine if you are required to provide an LEI and it is a condition of this Agreement that you provide this to us prior to the commencement of trading. This includes where your current LEI is or has expired. LEIs are valid for one year from the date of first issuance and may or may not be automatically renewed by your registration agent. In addition, you undertake to promptly provide all information and assistance that we may reasonably require including up to date LEI information. We reserve the right to close out your open Positions, or at our absolute discretion, terminate this Agreement immediately, where you have failed to provide up to date LEI information or where your LEI has expired.
6.4 Authorised Persons
You may, by written notice, change the persons who are authorised by you to give us instructions on your behalf. This can include an Introducing Broker or other third party, but we will require an authorisation by you under a power of attorney or other permissible evidence of authority granting that person the right to trade on your account.You agree to produce the original of any such power of attorney or other permissible evidence of authority to us on request (or a copy that has been certified as a true copy in a manner acceptable to us).
We are not bound to act according to any such variation until we receive written notice and agree to such requested change. We may act upon the orders or instructions of any Authorised Person, or any person who appears to us to be anAuthorised Person, despite the fact that the person may not be authorised. We are under no obligation to verify the authority of any person who purports to be authorised by you in connection with this Agreement.
If you enter into this Agreement along with another person (i.e. as a joint account holder), you acknowledge that:
a. You are each jointly and severally liable under the Agreement;
b. We may act on instructions received from either of you, provided those instructions come from, or appear to us to come from, either one of you, and whether or not you are an Authorised Person;
c. Any notice or other communication that we provide to one of you is taken to be provided to each of you; and
d. Our rights under clause 7.5 apply if an Event of Default occurs regarding either or any of you.
6.5 Charges and account credit
a. You agree that you might need to pay the interest, charges and fees as specified in this Agreement and/or the Product Schedule from time to time and to receive the benefits set out in this Agreement.
b. Any charges will be deducted from your Account the day following the day on which the charges were incurred, and benefits will be paid the day on which they are derived. Deductions from your Account will be made any time without notice or recourse provided to you.
c. If we discover that we have made an error in respect of any fee calculation, we will rectify that error by giving you written notice within 28 days.
d. If a Position or transaction is closed at a loss, that loss will immediately be deducted from your Account and your available trading resources will be adjusted accordingly.
e. If a Position or transaction is closed at a profit, that profit will immediately be credited to your Account and your available trading resources will be adjusted accordingly.
f. An inactivity fee will apply to Accounts that are designated as inactive which means those Accounts that have had no open trades for a period of at least 12 months. You agree that without any further notice to you, Virtual Markets may charge an inactivity fee subject to change to your Account on a periodic basis for each month the Account remains inactive by debiting the inactivity fee from your Account. Once your Account reaches a zero balance, Virtual Markets reserves the right to close your Account without any further notice. Inactivity fees are set out in the Product Schedule.
g. We further reserve the right to close your Account without further notice to you if your Account has a zero balance and has been inactive (no trades) for a period of 12 months or more.
h. We will regularly purge data on our trading platform servers (including MT5 servers) to maintain server performance so your historical trade data may only be accessible for a period of 3 months.
i. Fees and other charges are payable by you as a Client of the Company. A copy of our current charges is published on a separate page on our website.
The Company reserves the right to modify, from time to time the size, the amounts and the percentage rates of its fees providing the Client with a respective notification of such charges accordingly. Any alteration to charges will be notified to you in advance of the relevant change via our Website.
You need to monitor and/or to regularly check the fees and charges on our Website, taking into account that the Company is under no obligation to make personal notifications of the alterations to the charges.
Your continued use of our platform shall be considered as your consent and agreement to such changes and shall be governed by the terms of this Agreement, as modified.
If you do not wish to be bound by those changes you should cease to use our platform and inform us immediately. Although the Company will endeavor to notify clients via e-mail communication of any significant alterations of charges for the Client’s convenience.
6.6 Ensuring accuracy of your amount(s)
It is your responsibility to ensure that money sent to us is correctly designated, including, where applicable, that the money is for Margin and to which of your Accounts the money should be applied.
6.7 Information provided to you
We will provide confirmations and reports to you via the relevant trading platform or by email.
Any confirmation or report will, in the absence of obvious error, be conclusive unless you notify us in writing to the contrary within two (3) Business Days of the confirmation or report being issued. You will access and use the trading platform to confirm all your Positions or transactions with us, to download and view the confirmations and reports and to monitor your obligations under this Agreement.
When you execute a transaction with us, a confirmation of the executed trade will appear in the trading platform. Daily and/or monthly statements will also be made available to you through the trading platform following their respective trading periods or via email.
6.8 Operating your account
When using the trading platforms your Positions or transactions may be viewed at any point in real-time, as well as all deals, orders, pending orders and available statements. You agree to use the trading platforms to:
● confirm all transactions entered with us; and
● monitor your obligations to us
● we may make available to you documents, including those which have the effect of amending the Client Agreement, by either:
● sending them to you by email or other electronic means.
● posting them on our website or trading platforms.
● sending to you an electronic link to the relevant document by email or other electronic means; or
● sending them as otherwise permitted by law.
6.8.1 Checking Confirmations and Statements
It is imperative that you check all the contents of the confirmations of your trades, and you contact us as early as possible if you disagree with any of their contents. The confirmation will, in the absence of manifest error, otherwise be conclusive. The time from which you must contact us begins from the time the confirmation is posted on the trading platform, although we may also send the document to you electronically via email.
6.8.2 Checking your own statements
It is imperative that you check all the contents of the daily statements and monthly statements in detail and contact us within 3 Business Days if you disagree with any of the content of a daily or monthly report. These documents will, in the absence of manifest error, be conclusive unless you notify us in writing to the contrary within 3 Business Days of receiving them. The 3 Business Days begin from the time the document is posted on the trading platform, although we may also send the document to you electronically via email.
The summary of your financial position will provide you with your Margin Position and indicate to you whether you are approaching your minimum Total Equity balance. It will also indicate the excess funds available, if any, that you may either use to open new Margin FX Contracts or CFD Positions or withdraw. It is very important that you remain aware of your daily Equity balance, your Total Margin Requirement for your open Positions, and any Free Equity available.
6.9 Inactive (dormant) Accounts
Inactive Accounts will be subject to charges, relating to the maintenance/administration of such Inactive Accounts. A monthly Inactivity Fee of 10 USD/GBP/ EUR or equivalent of EUR will be charged in case an account falls under the Inactive Account definition of section 42 for six (6) consecutive months.
- 7.Trading
7.1 Instructions
You may issue trading instructions by using the trading platforms. If you execute an order on the trading platform, you are deemed to be making an offer to trade at the quoted price.
A Product contract and the quoted price offered by you will not be binding until your order has been accepted and confirmed by the trading platform. We reserve the right to decline to enter into any Position proposed by you and are under no obligation to provide you with a reason. We will, however, provide you with prompt notice in accordance with clause 28of this document in such an event.
We may, from time to time, require instructions from you in respect of any Position or proposed Position. You must promptly provide us with those instructions through the trading platform. If you do not, we may, in our absolute discretion, take all steps we consider reasonably necessary for our or your protection, which will be at your cost.
7.2 Minimum Trading Size
The size of your Positions must equal to or exceed the Minimum Trading Size.
7.3 Currency
(a) All Positions will be entered into in the currency specified for the trade and will be converted into the Account Currency of your Account at the previous day’s closing Exchange Rate for the purposes of calculating the components of your account summary.
(b) All payments made by you to us and by us to you will be converted into the Account Currency of your Account unless otherwise agreed.
7.4 Pricing errors
Errors in pricing may occur from time to time. In these circumstances, we may adjust any element of your Position.
Please be informed that our prices reflect those in the Underlying Instrument. Prices can vary quickly and in some circumstances prices that we publish may not be available for large volumes.
Furthermore, errors can occur, and we reserve the right to alter the price or even void the transaction. Our aim in making any adjustment to pricing will be to act fairly to you. We will not seek to take advantage of pricing errors to advantage ourselves.
If we consider that a pricing Error has occurred, we may adjust various parameters of your Position, including potentially reversing or closing out Positions, which may mean that your profit is less than would otherwise be the case, or even that you incur a loss. However, such an adjustment will only occur when we are satisfied that a genuine pricing Error has occurred, that is, the price or value of the Position did not accurately reflect the price or value of the relevant Underlying Instrument.
7.5 Hedging disruption
In some circumstances, we may be unable, after using all reasonable efforts, to acquire, substitute, maintain, unwind or dispose of any underlying hedge position we consider necessary to hedge or protect our exposure to the market and other risks arising from an open Position. In such circumstances, we may, at our absolute discretion, close that open Position at the Contract Price.
7.6 Margin
7.6.1 Initial Margin
Upon placing a trade that creates an open Position you are required to pay into your Account the Initial Margin for that Position as calculated by us.
7.6.2 Your margin obligations
You must pay us such amounts of Margin as we may require under this Agreement.
It is your sole responsibility to monitor at all times through the trading platform any notifications that we may, but are not obliged to, provide, with respect to the Margin deposited or any Minimum Margin requirement under this Agreement having regard to such matters as:
(i) your open Positions;
(ii) the volatility of any relevant Underlying Instrument;
(iii) the volatility of the Underlying Market and the markets generally;
(iv) any applicable Exchange Rate risk; and
(v) the time it will take for you to remit sufficient cleared funds to us.
You must always ensure your Account balance meets the higher of the Margin Requirement or the Minimum Margin Requirement.
We may, in our absolute discretion, provide you with further time to meet your Margin Requirements. Such permission will only be effective once confirmed in writing by us through electronic means, i and only to the extent specified in that written notice.
7.6.3 Margin Percentage
We may vary the Margin Percentage in respect of any Position at any time by giving notice in accordance with clause 28.
Any variation of the Margin Percentage and/or increase in Margin or Minimum Margin requirement will be due and payable immediately on our demand.
7.6.4 Margin Call
You agree to pay us on demand such sums by way of margin as are required from time to time 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 the terms of this agreement.
Failure to Meet Margin Call In the event that you fail to meet a margin call, we may immediately close out any of the relevant positions, as well as any pending orders that may negatively affect your margin balance once executed.
7.7. Placement, Execution and Cancellation of Orders
7.7.1 An order is an offer to open or close a transaction if our price moves to, or beyond, a level specified by you. Our approach is to place orders as principal oraagent depending on the Company’s risk management internal procedures.When we act as principal we will act as a counterparty to your trades and as a execution venue for your orders.
7.7.2 It is your sole responsibility to clearly indicate the terms of an order when entered, whether it is a Market Order, Limit Order, Take Profit, Stop Loss or any other type of order, including the relevant price and lot size.
7.7.3 You acknowledge and agree that, despite our best efforts, the price at which execution occurs may be materially different to the price specified in your order. This may result from sudden price movements in the underlying assets or other reasons that are beyond our control.
7.7.4 The Company shall have the right, but not the obligation, to reject any order in whole or in part prior to execution, or to cancel any order, where your Account contains margin that is insufficient to support the entire order or where such order is illegal or otherwise improper.
7.7.5 We may, at our sole discretion refuse to accept any Order or instruction from the Client or may accept the Client’s Order subject to certain conditions or may refuse to proceed with an Order that the Company has accepted (including but not limited to situations where the Company is unable to execute the Client’s Order due to restrictions with any executing brokers or other third parties, trading venues or due to unusual market conditions). The Company will make all reasonable efforts to facilitate sales and to notify the Client in writing unless the Company is prevented from doing so by law.
7.7.6 Execution of ordersIn terms of Execution of orders, if there are no specific instructions from the Client on how to execute the order, we will consider several execution factors to ensure that we manage the order on terms most favourable to our Client. These execution factors include:
a. price;
b. speed;
c. likelihood of execution and settlement;
d. costs;
e. size and nature of the order;
f. any other considerations relevant to the execution of the order.
The best possible result for our Clients will be determined in terms of the total consideration, represented primarily by the price of the financial instrument and the costs related to the execution. The costs related to the executions include the expenses incurred by the Client which are directly related to the execution of the Client’s order.
7.7.7 Cancellation of Orders
In terms of cancellation of orders, Executed instructions may only be withdrawn or amended by you with our consent. 8.5.3. The Company shall have no liability for any claims, losses, damages, costs or expenses, including legal fees, arising directly or indirectly out of the failure of such order to be cancelled.
7.7.8 Control of Orders
We have the right (but not the obligation) to set limits and/or parameters to control your ability to place orders at our absolute discretion. Such limits and/or parameters may be amended, increased, decreased, removed or added by us at our absolute discretion and may include (without limitation):
a. controls over maximum or minimum order amounts and maximum or minimum order sizes;
b. controls over our total exposure to you;
c. controls over prices at which orders may be submitted (to include, without limitation, controls over orders which are at a price which differs greatly from the market price at the time the order is submitted to the order book);
d. controls over the Electronic Services (to include, without limitation, any verification procedures to ensure that any particular order or orders has come from you); and/or
e. any other limits, parameters or controls which we may be required to implement in accordance with Applicable Regulations.
f. the Client accepts that some financial instruments that are traded on highly illiquid markets, or by way of an auction, or other nonstandard bidding process, may cause delays in executing Orders in such financial instruments.
7.8 Cancellation of Instructions and CFD Termination
Executed instructions may only be withdrawn or amended by you with our consent.
The Company shall have no liability for any claims, losses, damages, costs or expenses, including legal fees, arising directly or indirectly out of the failure of such order to be cancelled.
7.8.1 CFD Termination
a. The CFD will end with the closing of the Client’s position;
b. The Client’s position may be closed by the Client at any time during the trading hours indicated by Virtual Markets;
c. The Client’s position may be closed at the initiative of the counterparty when there is excessive usage of the margin or the position’s margin falls below required minimum as set by the counterparty to protect the Client from the accumulation of large losses that would be expressed in a negative account balance;
d. The Client’s position may be closed at the initiative of the counterparty in the case that an underlying asset of the CFD is no longer trading, including but not limited to lack of liquidity from the liquidity providers;
e. The Client’s position may be closed at the maturity of an underlying asset (for instance with CFDs on Futures and Commodities);
f. The Client’s position may be closed at the initiative of the counterparty in the case that changes to the liquidity of the instrument in the market mean that risks cannot be properly hedged;
g. The Company may terminate a client’s position at its sole discretion.
7.9 Execution and Settlement of Transactions
You will promptly deliver any instructions, money or documents deliverable by you under a Transaction in accordance with that Transaction as modified by any instructions given by us.
The Company shall proceed to a settlement of all transactions upon execution of such transactions. Following execution of the order, we will send you an electronic confirmation in respect of that Transaction as soon as reasonably practicable, and in any event within the time required by the relevant laws and regulations.
In cases of technical or human errors during a Transaction resulting in crediting unsolicited funds to your trading or banking account or other payment method you agree that the erroneous Transaction will be void.
At its sole reasonable discretion Virtual Markets may temporarily introduce or amend the minimum or maximum size of any Order in any Investment (CFD) and will try to provide the Client with the possibility to close the entire investment, which was affected. Notification of any such restrictions beforehand is mandatory.
7.10 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.
7.11 Corporate Events
The Client has no rights or obligations in respect of the underlying instruments or assets relating to the CFD. Specifically, in case of an equity CFD the Client will not receive any voting rights.
However, the underlying instrument can be affected by various corporate actions (hereinafter “Corporate Events”). A “Corporate Event” is any action or event, whether temporary or otherwise, in relation to an underlying asset(s) of the CFD, or in relation to the issuer of the underlying asset(s) of the CFD, which would have an effect on the value, legal characteristics or ability to trade the underlying asset(s) or the CFD based on or referencing such underlying asset(s), including but not limited to:
I. distributions or the grant of entitlements to existing holders of rights in the underlying asset(s)
II. dividend payments
III. the granting of rights to purchase, subscribe or receive any underlying asset(s) (whether for free, on preferential payment terms or otherwise) or
IV. cash
V. placings
VI. rights issues
VII. bonus/scrip issues, capitalization issues and similar issues
VIII. mergers or takeovers relating to the issuer of the underlying asset(s)
IX. sub-divisions
X. splits, reductions (including share buy-backs)
XI. consolidations
XII. reclassifications
XIII. restructurings
XIV. cancellation or suspension of listing of the underlying asset(s) or the issuer of the underlying asset(s) and
XV. any action or event analogous to any of the foregoing or otherwise that may have a diluting or concentrative effect on the value of the underlying asset(s) of the CFD.
In case a Corporate Event will occur while the Client is holding an open CFD position or has a pending order affected by such event, we will endeavor to notify the Client of such Corporate Event, accomplished or yet to occur, as soon as it is reasonably practicable, however the Company reserves the right to act without prior notifications.
Corporate Events can be amended, withdrawn or cancelled at any time. These changes are beyond the control of the Company, who is not responsible for any loss of the Client in this regard.
According to the type of Corporate Event, the Company will inform the Client of the action(s)/ adjustment(s) to be taken, if any, including the possibility of closing the affected position(s), including any pending order(s).In relation to the above, depending on the type of Corporate event, the Company may be required to make an adjustment to the size and/or value and/or number of the related position(s), including also the possibility of opening the new position(s) or closing of the existing position(s) at the last available price. Such adjustment will account for the diluting or concentrating effect of the Corporate Event in order to preserve the economic equivalent of the rights and obligations of the parties in relation to that position(s).
Any action taken by the Company will be effective from the date determined by the Company and shall be binding, however, for the avoidance of doubt, the said actions may be retrospective.
Closing of Client's CFD position(s) affected by a Corporate Event will not take place in case of dividend payments related to underlying equities. In this case adjustments will be made to the Client’s Account, such adjustment will be calculated by the Company based on the size of the dividend, the size of Client’s position, taxation and whether it is a buy or a sell trade.
7.12 Expiration of CFDs
Certain CFDs shall have an expiry date. On the expiry date an open position on the expiring CFD will be closed automatically at the then prevailing or last available market price.
7.13 Accessibility and Trading hours
All references to the Company’s hours of trading on our website are in Coordinated Universal Time (UTC) using the 24-hour format.
Our Electronic Services will normally be available 24/7 with reasonable breaks for technical maintenance as specifically mentioned for each underlying asset on our Website every week, excluding public holidays, periods where the markets for the underlying assets of the CFDs do not operate and cases where the markets are closed due to illiquidity in the financial instruments.
You may request a quote to open a Transaction or to close all or any part of a Transaction at any time during our normal hours of trading for the CFD in respect of which you wish to open or close the Transaction.
Outside those hours, we will be under no obligation to, but may, at our absolute discretion, provide a quote and accept and act on your offer to open or close a Transaction.
7.14 Changes in the Market
Market Orders are executed at the bid/ask prices offered through us. Pending orders are created at a market price requested by you and offered through us, which can be the price you requested or better/worse depending on the market conditions and the type of order you requested.
We reserve the right, at our full discretion, not to execute the order, or to change the quoted price of the Transaction in case of technical failure of the Virtual Markets Online Trading Platform or in case of extraordinary or abnormal fluctuations of the price of the financial instrument as offered in the market.
Without limitation, we do not accept any liability by reason of any delay or change in market conditions before any particular Transaction is affected.
Market conditions can cause temporary delays to the execution of Orders. Therefore, before placing a new Order for the same Investment (CFD), the Client is obliged to make sure that the previous pending Order is canceled. It is the client’s obligation to make sure that any earlier pending Order(s) is/are cancelled. Virtual Markets is not responsible for any loss of the Client in this regard.
- 8. Daily Valuation
8.1 Valuation
We will calculate the Contract Value for each Position, as at each Valuation Time during the term of a Position.
If, at any Valuation Time:
a. the Contract Value exceeds the Contract Value at the preceding Valuation Time, the Short Party will pay to the Long Party the value of such excess; and
b. if the Contract Value at the preceding Valuation Time exceeds the current Contract Value, the Long Party will pay to the Short Party the value of such excess.
8.2 Account modifications and/or additions
Any amounts due under this clause will be made by us by debiting or crediting the Account.
9.Closing Positions and Withdrawals
9.1 General
a. You may provide instructions through the trading platform to close out a Position at any time.
b. It is your responsibility to be aware of the last day and time for closing out a particular Position as set out in the Product Schedule, on the Website, and available on the trading platform.
9.2 Withdrawals
You represent, warrant and undertake to us, at the time of entering into this Agreement and each time you provide instructions through the trading platforms or to us directly:
Without prejudice and subject to this Agreement and all Applicable Laws and Regulations funds may be withdrawn by you from your Account once your withdrawal request is processed and approved, provided that such funds are not being utilised for margin purposes or have otherwise become owing to us, there is a remaining positive balance on your Account and the Account is approved following the verification of the Client as per the applicable Anti-Money Laundering Laws and Regulations governing the Company.
We will process your request to withdraw funds within forty eight (48) hours after the request was received, or the next working day if your request is received outside of our normal business hours. Your withdrawal request will be processed by us and sent to the same bank, credit card or other source for execution owned by you. The Company may, at its own discretion, execute a withdrawal request to another method used for deposit than your requested method of withdrawal. No Account withdrawals to third parties will be processed by the Company.
If you request a withdrawal of funds from your Account and we cannot comply with it without closing some part of your open positions, we will not comply with the request until sufficient positions are closed, and we have established that you have a positive balance on your Account to make the withdrawal. The Client shall have the right to withdraw money from the Client’s Account up to the amount of the free money available to its account. Payments to third parties from the Client’s Account will not be allowed. Deposits from third parties to the Client’s Account shall not be accepted either.
- 10. Client Categorisation
10.1 The Company will notify its clients, and existing clients for their categorisation as a Retail Client, Professional Client or a Corporate Client. You shall inform the Company in the event that your personal information has changed. In the event that you wish to be recategorised, you must inform the Company in writing.
10.2 A Retail Client will be given more information/ disclosures with regards to the Company, its services and any investments, its costs, commissions, fees and charges and the safeguarding of clients’ funds and financial instruments. Clients who are classified as professionals or Corporate Client will be provided with the relevant requirements to the extent agreed between the Company and the respective Clients.
Moreover, as a Retail Client you will receive from us adequate reports on the Electronic Services provided to you.
We will also refrain from inducements such as bonuses with regard to Retail Clients.
As a Retail Client prior to accepting this Agreement you must not be bankrupt, of unsound mind or incapable of managing your own affairs;
10.3 Legal Entities/Corporate clients
a. Authorisation: where applicable, you are empowered by, and have obtained, all necessary authorities and regulators.
Under your constitution and at law to enable you to:
(i) properly execute this Agreement and to carry out the transactions contemplated.
(ii) ensure this Agreement is legal, valid, binding and admissible in evidence; and
(iii) enable you to properly carry on your business as it is now being conducted, and you are complying with any conditions to which any of these authorisations is subject.
Both Retail and Corporate Clients must ensure that they have full legal capacity and power to enter into this Agreement and to carry out the transactions that it contemplates.
11. Additional Closure Rights
We reserve the right to cancel pending orders. We also reserve the right to close Hedged Positions.
12. Timing of Payments
Any payment due by either us or you under this clause in respect of dates on or after the Closing Date will be made by us debiting or crediting your Account at Close of Business on the Settlement Date. If you have insufficient funds in your Account to meet a payment obligation, you must immediately pay us as a debt an amount equal to the shortfall.
13 Acknowledgements
YOU ACKNOWLEDGE AND AGREE THAT:
a. Impartiality and independence: we operate independently of any Introducing Broker or other partner who is not an authorised representative or related body corporate of ours, or any other third- party vendors that you may interact with in relation to a Position under this Agreement. You understand that any agreement between us and such third parties does not establish a joint venture or partnership and any such third party is not an agent or employee of ours. You also acknowledge that we make no warranty as to a third party's regulatory status, compliance with Applicable Laws or the quality of service they provide to you in relation to any Products entered into under this Agreement.
b. Spread: We may remunerate an Introducing Broker for introducing you to us and such remuneration may be on a per-trade basis or other basis. Such remuneration to the Introducing Broker may require you to make an additional payment above and beyond the ordinary spread generally provided by us. This payment could take the form of wider spreads, commissions, fees or other charges. We will provide you with information as to the precise nature of such remuneration upon request; and
c. Incidental Information: Where we do provide generic trading recommendations, market commentary or other information:
i. this is incidental to your trading relationship with us. It is provided solely to enable you to make your own investment decisions and does not amount to advice;
ii. 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 on to any such person or category of persons;
iii. 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;
iv. 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 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.
d. Conflicts of interest: The Company is required to have arrangements in place to manage conflicts of interest between the Company and its clients and between other clients.
The Company will make all reasonable efforts to avoid conflicts of interest, and when they cannot be avoided the Company shall ensure that you are treated fairly and at the highest level of integrity and that the Client's interests are protected at all times.
You acknowledge that we provide our Services to a broad range of Clients and have numerous counterparties and circumstances may arise in which we, our Associates, or any relevant person may have a material interest in a Transaction with or for you or where a conflict of interest may arise between your interests and those of other clients or counterparties or of ourselves.
e. You are aware that CFD transactions carry a high degree of risk. The amount of initial margin may be relatively small with regard to the value of the instrument so that transactions are ‘leveraged’ or ‘geared’.
A relatively small market movement may have a proportionately larger impact on the funds that the Client has deposited or will have to deposit.
The Company exclusively reserves the right to widen its variable spreads, adjust leverage and/or increase the margin requirements without notice under certain market conditions including, but not limited to, when the Virtual Markets Trading desk is closed, around fundamental announcements, as a result of changes in credit markets and/or at times of extreme market volatility
- 14. Representations, Warranties and Undertakings
You represent, warrant and undertake to us, at the time of entering into this Agreement and each time you provide instructions through the trading platforms or to us directly.
The Agreement: This Agreement constitutes your legal, valid and binding obligations, enforceable against you in accordance with its terms.
Your consent: Where applicable, you have obtained all necessary consents and have the authority to enter into this Agreement.
Compliance with laws: You are complying with all laws to which you are subject.
No legal proceedings: No litigation, arbitration, mediation, conciliation or administrative proceedings are taking place, pending, or to your knowledge after due enquiry, threatened which, if adversely decided, could have a material adverse effect on you.
Age: You are at least eighteen (18) years old and of legal age in your respective jurisdiction to form a binding contract;
Information given: You guarantee that the information provided by you in respect of your financial position, domicile, location or other matters in your application form and at any time thereafter is true and accurate in all respects;
Abuse: Should you execute transactions falling within the definition of Market Abuse or execute trading strategies with the objective of exploiting misquotation(s) or acting in bad faith, including acting in any other way to abuse and/or gain any unfair advantages when using our Online Trading Platform or Services, the Company shall consider this as improper or abusive behaviour.
Should the Company determine, at its sole discretion and in good faith, that you are taking advantage, benefitting, attempting to take advantage or to benefit of such misquotation(s) or that you are committing any other improper or abusive trading, including but not limited to:
A. fraud/illegal actions that led to the transaction;
B. use of an automated data entry system, mass data entry system, any electronic devices, robots, high speed trading system, or any kind of software or program, or automated software algorithms which might manipulate, alter, tamper with or otherwise abuse our Online Trading Platform or give you an unfair advantage when using our System or Services;
C. orders placed based on manipulated prices as a result of system errors or system malfunctions, or transactions executed when the Virtual Markets Online Trading Platform indicates an anomalistic price for underlying assets (i.e. the price which does not expressly correspond to the current market price for them);
D. arbitrage trading on prices offered by our platform due to systems errors or any other arbitrage practices (including but not limited to latency abuse), price manipulation or time manipulation, including but not limited to that which aims to manipulate or take unfair advantage of the way in which we construct, provide or convey our bid or offer price;
E. coordinated transactions in order to take advantage of systems, system errors and delays on systems updates, including but not limited to actions, coordinated between different clients, aimed at making profit (generating income) out of the application of such functions (opportunities) of the Virtual Markets Online Trading Platform as the “Stop-loss order”, as well as any other action(s), including those coordinated between different clients and/or acting in tandem with third party(-ies) aimed at making profit (generating income) from the application of functions (opportunities) of the Virtual Markets Online Trading Platform not in accordance with the purposes of such functions (opportunities); and/ or carrying out “oppositely directed” (“mirror”) Transactions (operations) (i.e. Long position and Short position) within one market or in relation to the same underlying asset, opened with insignificant time difference and/or difference in prices for underlying assets on one on the same device and/or) from one and the same IP-address but with the use of different Accounts (created in the name of different persons and/or entities), including those aimed at making profit (generating income) from the application of functions (opportunities) of the Virtual Markets Online Trading Platform;
F. orders placed with the use of inside information (i.e. abusive exploitation of privileged confidential information, the misuse of information or directors trading shares of their own companies);
G. any other unfair, abusive, manipulative, or illegal way of using our Services or Platform; or use of any device, software, program, algorithm or any trading strategy that aims to manipulate, alter, tamper with or take unfair advantage of our Services or Platform, then the Company will have the right to:
i. adjust the price spreads available to you; and/or
ii. restrict your access to streaming and/or
iii. obtain from your Account any historic trading profits that you have gained through such improper or abusive trading as determined by us at any time during our trading relationship; and/or
iv. reject an order or to cancel a trade; and/or
v. make any corrections or adjustments to your Account; and/or
vi. immediately terminate our trading relationship; and/or
vii. suspending the Client’s account, including freezing of funds and/or
H. Use of Electronic Service:
You ensure that the System is maintained in good order and is suitable for use with such Electronic Service;
You must run such tests and provide such information to us as we shall reasonably consider necessary to establish that the System satisfies the requirements notified by us to you from time to time;
You should also carry out virus checks on a regular basis and inform us immediately of any unauthorised access to an Electronic Service or any unauthorised Transaction or instruction which you know of or suspect of and, if within your control, cause such unauthorised use to cease; and
You must not at any time leave the terminal from which you have accessed such Electronic Service or let anyone else use the terminal until you have logged off such Electronic Service.
I. Settling your debts: You are able to pay your debts as and when they fall due and are not otherwise insolvent or presumed to be insolvent under any law.
J. Fair client communication: At all times the information provided by you to us in connection with this Agreement, whether in the Application Form or otherwise will be complete, true and accurate and not misleading (including by omission);
K. Disclosure: You have disclosed to us all the information that we require for an assessment by us of the risks that we assume by entering into this Agreement with you;
L. No breach: Either your execution of this Agreement nor your carrying out of the transactions this Agreement contemplates does or will:
i. Contravene any law to which you or any of your property is subject or any order of any Government Agency that is binding on you or any of your property;
ii. breaches any Authorisation;
iii. breaches any agreement binding on you or any of your property; or
iv. breaches your constitution or the powers or duties of your directors'
M. Payment: you will pay any amount due and payable by you under this Agreement when it is due;
N. AML regulations: You acknowledge that by entering into this Agreement, we may require further information from you from time to time to comply with our obligations under AML Regulations. By entering into this Agreement, opening an account and transacting with us, you undertake to promptly provide us with all additional information and assistance that we may reasonably require to comply with the AML Regulations.
O. You also warrant that: you are not aware and have no reason to suspect that:
i. the moneys used to fund your transactions have been or will be derived from or related to any money laundering, terrorism financing or other illegal activities, whether prohibited under Applicable Laws, international law or convention or by agreement; or
ii. the proceeds of your investment will be used to finance any illegal activities; and
P. Notification of changes:
You undertake that throughout the term of this Agreement you will promptly notify us of:
i. any change to the details supplied by you in your Application; and
ii. any change to your officeholders, share structure or control and any material or anticipated change in your financial circumstances.
- 15. Events of Default
The following constitute Events of Default, which upon their occurrence give us the right to take action if:
a. an Insolvency Event occurs in relation to you;
b. you are an individual and you die or become of unsound mind;
c. you fail to provide any Margin or other sum due under this Agreement in respect of any Position, or the Margin held by us in respect of your Positions falls below our Margin Requirement;
d. you are in breach of any representation, warranty or undertaking made under this Agreement or any other material term of this Agreement and/or any information provided to us in connection with this Agreement is or has become untrue or misleading;
e. you knowingly take advantage of an incorrect price when dealing with us and a reasonable person in your position would have known the price offered was incorrect or we consider that you have, or have attempted to, manipulate the trading platform or any other system of ours in any way;
f. any fees or charges or other payments due to us are not paid in accordance with this Agreement;
g. at any time or for any period deemed reasonable by us you are not contactable, or you do not respond to any notice or correspondence from us;
h. we reasonably believe it is prudent for us to take any or all of the actions described in clause 16 in light of any relevant legal or regulatory requirement applicable either to you or to us;
i. we reasonably consider it necessary for the protection of our rights under this Agreement;
j. we reasonably consider that you may be in breach of or have failed to comply with any Applicable Law;
k. Any regulatory body or authority asks us to take any or all of the actions permitted following an Event of Default;
l. We are so requested by any government body, regulatory body or other authority;
m. Your Account balance falls below the Minimum Margin Requirement;
n. any Dispute occurs, or litigation is commenced and, in view of the subject matter of or any issues in dispute in relation to that litigation, we reasonably decide that we cannot continue to deal with you while the litigation is pending;
o. where we have not received, within ten days of a written request, all information which we have requested in connection with this Agreement;
p. where we believe on reasonable grounds that you are unable to manage the risks that arise from your Positions;
q. any restriction on your Position size is, or is likely to be, exceeded;
r. where you are trustee of a Trust, and without our consent, you cease to be sole trustee of the Trust, or any step is taken to:
i. remove you as trustee, or to appoint a substitute or additional trustee; or
ii. bring any part of the Trust assets under the control of any court;
16.Consequences of Default
If an Event of Default occurs, we may take all or any of the following actions;
a. Require immediate or prompt payment depending on the circumstances of any amount you owe us, including Margin;
b. Terminate this Agreement;
c. close or limit the size of all or any of your open Positions or the number of Positions you have with us;
d. Refuse orders to establish new Positions;
e. Reserve the right to close existing Positions on your behalf;
f. convert any ledger balances to the Account Currency of your Account;
g. Exercise our rights under this clause 18 below;
h. Change the Margin level at which we may close your Account;
i. Impose new Margin requirements on your Trading or Account;
j. Limit access or withdraw the credit on your Account;
k. Call on any guarantee in respect of your obligations;
l. Enter into any transaction at such rates and times as we may determine in order to meet or hedge any obligation you may have incurred under a Position; or
m. retain any amount owed by us to you against any contingent liability of yours to us, so long as the contingency exists.
- 17. Start out
a. This Agreement and all Positions or transactions under it form part of a singular agreement between us and you.
b. When an Event of Default occurs, we shall:
i. calculate a final Contract Value in respect of all Positions;
ii. calculate all amounts owing by you to us or us to you, under this Agreement or otherwise (including any costs arising from the Event of Default) to form a single net sum;
iii. if a relevant amount is denominated in a currency other than the Account Currency, then we shall determine the amount in US Dollars that would be required to purchase the equivalent amount of the other currency on the date of the calculation at a rate as we in, our absolute discretion, shall reasonably determine;
iv. as soon as reasonably practicable, following our determination of the above amounts, we shall aggregate all such amounts and set-off the total of all amounts due from us to you against the total of all amounts due from you to us, and only the net difference between those amounts (the Net Closing Amount) is payable by the relevant party having a net payment obligation; and
v. We will notify you in writing, pursuant to clause 28 of this document, of our calculation of the Net Termination Amount promptly following our determination. The Net Termination Amount shall be payable on the date on which such notice is effective.
vi. The Net Termination Amount shall accrue interest at the rate reasonably determined by us from (and including) the date of the close out (but excluding) the date on which the relevant Net Termination Amount is paid in full.
vii. For the avoidance of doubt, we have a right of set-off across all Accounts and sub- accounts you hold with us on any and all trading platforms.
18.Dispute Resolution
18.1 Procedure
If you have a complaint against us, your complaint will be dealt with in accordance with our internal disputes resolution process designed to resolve any complaints or concerns you may have, quickly and fairly. Any complaints or concerns should be directed to the client services team according to the rules of our Complaints Handling Policy found on our website. We will do our best to resolve the issue at the first point of contact. If we are unable to do so to your satisfaction you may refer the complaint to the Compliance Officer. We will investigate your complaint and provide you with our decision and the reasons on which it is based, in writing. Please read the Complaints Handling Policy for further information.
Nevertheless, not every statement of satisfaction is a complaint. Complaints are usually connected to financial losses, please try to make use of our Customer Support for simpler matters, technical issues, feedback and queries.
Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this Agreement, unless the parties have agreed otherwise in writing. If you have submitted your complaint to us (or an alternative external dispute resolution service), you are still required to do what you can to mitigate your losses.
19. Liability and indemnity
19.1 Liability exclusion
To the maximum extent permitted by law, we are not liable for:
a. Any Loss or Claim in respect of an alleged loss of profits, loss of revenue or loss of opportunity;
b. Any Loss that was not reasonably foreseeable;
c. Any action we may take under this Agreement, so long as we act within the terms of its provisions;
d. Any action taken by or on the instruction of a market, clearing house or regulatory body;
e. any breach of this Agreement, except in the case of our fraud, negligence or wilful default;
f. Any Error that may occur;
g. Any Claim in respect of general financial advice provided by us;
h. Any error or inaccuracy in, or unsuitability of, or omission from the Agreement, or any other information provided by us, whether negligent or otherwise;
i. any Loss or Claim suffered or incurred by you in respect of the trading platforms including due to the unavailability of a trading platform, or trading platform, system and data errors, delays, inaccuracies, errors or omissions in data provided to you, software or computer viruses or the unauthorised use of the trading platform at any time; and
j. any errors, actions or inactions of any Introducing Broker, Associate or any other third party.
19.2 Trading Platforms
We give no warranty as to the availability, accessibility, description, quality, performance or fitness for purpose for you of the trading platforms or any component of the trading platforms. We reserve the right to remove altogether or reduce the trading platform service at any time for any purpose, without incurring any liability to you, however will provide written notice of our intention to do so in accordance with clause 28.
19.3 Indemnity
You agree to indemnify us against, and you must pay on demand, all Losses or Claims (including without limitation loss of profit or business opportunity and loss of or damage to reputation) which may be suffered or incurred or brought against us or in connection with or caused by:
a. a breach by you of your obligations under this Agreement or, where relevant, by any of your officers, employees, agents or contractors;
b. any wilful, unlawful or negligent act or omission by you or, where relevant, any of your officers, employees, agents or contractors;
c. any Loss suffered by us as a result of any computer viruses, worms, software bombs or similar items introduced by you into the system via the trading platforms or any software provided by us to you in order to enable you to use the trading platforms;
d. us entering into any Position with you;
e. Us taking any action under clause of this Agreement, unless such Loss or Claim is suffered or incurred as a result of our fraud, negligence or willful default.
- 20. Amendment, delegation and termination
20.1 Agreement amendments
We may amend or replace this Agreement at any time by giving written notice to you of the changes. By continuing to trade or maintain an account with us, you will be deemed to have accepted and agreed to the amendments. If you do not wish to be bound by the amendments, is it your responsibility to close your account as soon as is practical.
20.2 Termination
Notwithstanding any other termination rights, we have under this Agreement, we may immediately terminate this Agreement at any time by giving you written notice in accordance with clause 28 of this document. You reserve the right to terminate this Agreement at any time by giving us ten (15) Business Days' written notice in accordance with clause 28 of this document. Your Account will be closed as soon as reasonably practicable after the expiry of the termination notice period, with all open Positions, or orders cancelled, and all your obligations discharged.
20.3 Reservation of our rights
If you provide such notice under clause 28, we reserve the right to refuse to allow you to enter into any further Positions or orders which may lead to you holding further open Positions during the termination notice period.
Termination shall not affect the outstanding rights and obligations and Transactions which shall continue to be governed by the terms of this Agreement.
The Company may terminate the Agreement immediately without giving any notice. The termination of the Agreement shall not in any case affect the rights which have arisen existing commitments or any contractual provision which was intended to remain in force after the termination and in the case of termination, the Client shall pay:
a. Any pending fee of the Company and any other amount payable to the Company
b. Any charge and additional expenses incurred or to be incurred by the Company as result of the termination of the Agreement
c. Any damages which arose during the arrangement or settlement of pending obligations.
The Company shall terminate the agreement with the client in case the Client will not behave in an appropriate manner towards Virtual Markets or any of its employees (such inappropriate behaviour can include but is not limited to Swearing, Abusive Language, Racism, Discrimination, Harassment, Defamation, Abuse of the Chat / Email System, Misuse of Social Media Channels and Spam). The Company reserves the right to terminate the Clients Agreement in these circumstances.
The Company is not obliged to inform the Client on what grounds it has decided to terminate the agreement with the Client.
20.4 Discretions
We may exercise a variety of discretions. In exercising such discretions, we will act in accordance with the following:
a. we will have due regard to our commercial objectives, which include;
(i) maintaining our reputation as a product issuer;
(ii) responding to the market forces;
(iii) managing all forms of risks, including, but not limited to operational risk and market risk; and
(iv) complying with our legal obligations;
b. we will act when necessary to protect our position in relation to the trade or event;
c. we will take into account the circumstances existing at the time and required by the relevant provision, and not take into account irrelevant or extraneous considerations or circumstances;
d. we may take into account your trading or investment experience; and
e. at all times, we will act reasonably, commercially and bona fide, and where required or appropriate provide you with prior notice before exercising that discretion.
20.5 Delegation
You may not create any security interest over any of your rights under this Agreement, including any rights to deposits held by us.
We may assign, novate or otherwise transfer our rights or delegate any of our obligations under this Agreement to any person, in whole or in part, without your prior consent on giving not less than seven (10) Business Days’ notice.
If you are in default of any of your obligations under this Agreement, we will be entitled (without prejudice to any other rights we may have) to assign to any person with immediate effect all or any of our rights in respect of moneys owing to us under this Agreement, as well as any security or other remedies available to us in respect of such moneys. You may be required to acknowledge in writing to us that the assignee has assumed our rights and obligations under this Agreement in relation to the relevant outstanding amounts owed by you.
- 21. Force Majeure
21.1 Force Majeure definition
A Force Majeure Event refers to any occurrence or non-occurrence as a direct or indirect result of which a party is prevented from or delayed in performing any of its obligations (other than a payment obligation) under this Agreement and that is beyond the reasonable control of that party, including forces of nature, industrial action and action or inaction by a government agency.
21.2 A Force Majeure Event includes:
a. us, in our opinion, becoming unable to maintain an orderly market in respect of a Product for one or more of the Underlying Instruments as a result of the occurrence of any act, omission or event (including a strike, riot, civil unrest or failure of power supply, communications or other infrastructure);
b. the suspension, closure, liquidation or abandonment of any relevant market or Underlying Instruments;
c. the imposition of limits or special or unusual terms in the relevant markets or Underlying Instruments;
d. the excessive movement, volatility or loss of liquidity in the relevant markets or Underlying Instruments; or
e. where we reasonably anticipate that any of the circumstances listed above are about to occur.
21.3 Notice and termination in connection Force Majeure event
If a party to this Agreement is affected, or likely to be affected, by a Force Majeure Event:
a. that party must immediately give the other prompt notice of that fact including:
(i) full particulars of the Force Majeure Event;
(ii) an estimate of its likely duration;
(iii) the obligations affected by it and the extent of its effect on those obligations; and
(iv) the steps taken to rectify it; and
b. The obligations under this Agreement of the party giving the notice are suspended to the extent to which they are affected by the relevant Force Majeure Event as long as the Force Majeure Event continues.
21.4 Reasonable effort
A party claiming a Force Majeure Event must put reasonable effort to remove, overcome or minimise the effects of that Force Majeure Event as quickly as possible. This does not require a party to settle any industrial dispute in any way that it considers inappropriate. If the party comes to the view that the Force Majeure Event is not amenable to such actions, it must notify the other party as soon as possible.
21.5 Termination
a. If a Force Majeure Event continues for more than five (5) Business Days, either party may terminate this Agreement immediately by giving written notice to the other party in accordance with clause 28 of this document; and
b. In the event of termination under paragraph (a), neither party is liable to the other except to the extent of rights or obligations which accrued before the termination.
21.6 Additional Measures
Notwithstanding clauses 21.2 and 21.3 above, if we reasonably determine that a Force Majeure Event exists then we may (without prejudice to any other rights under this Agreement and at our sole discretion) take any one or more of the following actions:
a. alter normal trading times;
b. alter the Margin Requirement;
c. amend or vary this Agreement and any transaction contemplated by this Agreement, including any Position, insofar as it is impractical or impossible for us to comply with our obligations to you;
d. close any or all existing Positions, cancel instructions and orders as we deem to be appropriate in the circumstances; or
e. take or omit to take all such other actions as we deem to be reasonably appropriate in the circumstances having regard to the Positions of us, you and other clients.
To the extent practicable, we will take reasonable steps to notify you, in accordance with clause 28, of any action that we propose to take under this clause. If it is not practicable to give you prior notice, we will notify you promptly after taking any such action.
21.7 Liability
If we reasonably determine in our absolute discretion that a Force Majeure Event exists, we will not be liable to you for any failure, hindrance or delay in performing our obligations under this Agreement or for taking or omitting to take any action in accordance with clauses 19.2of this Agreement.
- 22. Trading Platform
22.1 Use of information data and software
a. If you receive any data, information or software via the trading platform other than that which you are entitled to receive pursuant to this Agreement, you will immediately notify us and will not use, in any way whatsoever, such data, information or software.
b. You will promptly take all reasonable steps to delete such data, information or software from your systems if we request you to do so.
22.2 Maintaining standards
When using the trading platforms, you must:
a. ensure that your systems are maintained in good order and is suitable for use with the trading platforms;
b. carry out virus checks on a regular basis;
c. not at any time leave the terminal or mobile device from which you have accessed the trading platform or let anyone else use the terminal or mobile device until you have logged off the trading platform;
d. run such tests and provide such information to us as we reasonably consider necessary to establish that the system satisfies the requirements notified by us to you from time to time; and
e. inform us immediately of any system defect, or any unauthorised access to the trading platform or any unauthorised transaction or instruction which you know of or suspect and, if within your control, cause such unauthorised use to cease and cease all use of such trading platform until you have received permission from us to continue.
22.3 System issues
In the event, you identify a defect, malfunction or virus in your systems or in the trading platform, you will immediately notify us of such defect, malfunction or virus and cease all use of such trading platform until you have received permission from us to resume use.
23. Intellectual Property
All rights in patents, copyrights, design rights, trademarks and any other intellectual property rights (whether registered or unregistered) relating to the trading platforms remain vested in us or our licensors. You will not copy, interfere with, tamper with, alter, amend or modify the trading platforms or any part or parts thereof unless expressly permitted by us in writing, reverse compile or disassemble the trading platforms, nor purport to do any of the same or permit any of the same to be done, except in so far as such acts are expressly permitted by law. Any copies of the trading platforms made in accordance with law are subject to the terms and conditions of this Agreement. You must ensure that all the licensors’ trademarks and copyright and restricted rights notices are reproduced on these copies. If you are using the MT5 or cTrader platform, you must maintain an up-to-date written record of the number of copies of the trading platform made by you. If we so request, you must as soon as reasonably practicable, provide to us a statement of the number and whereabouts of copies of the trading platforms.
- 24. Immediate closure, limiting of access and cancellation of deposits
We have the right, unilaterally and with immediate effect, to suspend or withdraw permanently your ability to use the trading platforms, or any part thereof, without notice, where we consider it necessary or advisable to do so. In addition, your use of the trading platforms will be terminated automatically, upon the termination (for whatever reason) of (i) any license granted to us that relates to the trading platform; or (ii) this Agreement.
24.1 Disabling and Cancelling Deposits We have the right not to accept funds deposited by you and/or to cancel your deposits in the following circumstances:
a. if you fail to provide the Company with any documents it requests from you either for Client identification purposes or for any other reason
b. if the Company suspects or has concerns that the submitted documents may be false or fraudulent
c. if the Company suspects you are involved in illegal or fraudulent activity
d. if the Company is informed that you are using someone else’s payment details
e. where the Company considers that there is a chargeback risk (if applicable)
In case of cancelled deposits, and if it is not a confiscation of your funds by a supervisory authority on the grounds of money laundering suspicion or for any other legal infringement, your funds will be returned only to the account that they have been initially received from.
24.2 Impact of termination or loss of access
If either party terminates your use of the trading platform for any reason, upon request by us, you must, at our option, return to us or destroy all hardware, software and documentation that we have provided you in connection with the trading platform and any copies thereof.
25. Client privacy and disclosure
The information you provide to us upon application and in connection with your transactions will primarily be used for the processing of your application and for complying with certain laws and regulations. We collect, maintain, use and disclose Personal Data in the manner described in our Privacy Policy. Our Privacy Policy is available on our Website or by contacting our client support team.
- 26. Confidentiality
Each party agrees not to disclose information provided by any other party that is not publicly available (including the existence or contents of the Agreements) except:
a. with the consent of the party who provided the information (such consent not to be unreasonably withheld);
b. if allowed, compelled or required by law, the Agreements, our Privacy Policy or required by any market exchange;
c. in connection with any legal proceedings relating to the Agreements; or
d.to any person in connection with an exercise of rights or when dealing with rights or obligations under the Agreements (including in connection with preparatory steps such as in relation to assignments).
27.Obligation immunity
Clauses 1,3,7,9,13,14,15,23,26,28,29,33,39,40,415 survive any termination or expiry of this Agreement.
- 28. Notices
Any notice or other communication (including any Confirmations, Reports, statements or supplementary documents) given or made under or in connection with the matters contemplated by this Agreement will, except where oral communication is expressly provided for, be in writing and will be sent to the address below:
(a) Us: The “Contact Us” page of our website provides our business addresses for the purposes of written notifications or alternatively email at support@virtualmarkets.com
Our registered address is Ground Floor, The Sotheby Building, Rodney Bay, Gros-Islet, Saint Lucia P.O. Box 838, Castries, Saint Lucia.28.1 Delivery of notice
A notice in writing can be provided by letter, email or, to the extent permitted by Applicable Laws, via the Website including the trading platforms.
28.2 Confirmation of notice receipt
Any such notice will be deemed to have been received:
a. if delivered personally or by hand, at the time of delivery;
b. if sent by mail, when it would be delivered in the ordinary course of post, but in any event
(i) not later than seven (7) Business Days after posting.
c. if sent by electronic transmission, when received by the recipient in readable form:
(i) by 5.00 pm (St. Lucia time in the place of receipt) on a Business Day – on that day; or
(ii) after 5.00 pm (St. Lucia time in the place of receipt) on a Business Day, or on a day that is not a Business Day – on the next Business Day; and
d. if it is given in any other manner permitted by law, when received by that person, unless a later time of receipt is specified in it.
28.3 Notice updates
You may alter the address (including electronic mail address) to which Confirmations, Reports, notices and other communications are issued, by written notice to us. Such change, however, will not be actioned until approved by us. You agree and acknowledge that you are solely responsible for ensuring that we have your current address, telephone number, and electronic mail address.
- 29.Governing Law
29.1 Law
This Agreement, and each Position or transaction between us and you will be governed by and construed in accordance with the laws of St. Lucia.
29.2 Relevant Jurisdiction
Both parties submit irrevocably, for our benefit only, to the exclusive jurisdiction of the laws of St. Lucia. Both parties waive any objection they may have to proceedings being brought in such courts, waive any claim that such proceedings have been brought in an inconvenient forum and further waive the right to object, with respect to such proceedings, that such courts do not have any jurisdiction over such parties. For the avoidance of doubt, this clause will not prevent us from commencing proceedings in any other relevant jurisdiction.
The material in this document is not to be construed as a recommendation; or an offer to acquire, buy or sell; or the solicitation of an offer to acquire, buy or sell any security, financial product, or instrument; or to participate in any trading strategy in any jurisdiction in which such an offer or solicitation, or trading strategy would be illegal.
There are legal requirements in various countries that may restrict the information that we are lawfully permitted to provide to you. Accordingly, unless expressly stated otherwise, the information in this document is not intended for any person who is a resident of any country where the provision of this information or the issue of the Products is restricted.
30.Miscellaneous
31.1 Consent to communication recording
You consent to the electronic recording of your telephone discussions with us, emails logs, and chat records, and the use of recordings or transcripts from such recordings for any purpose.
- 32.Our measures to comply with the relevant laws
Despite any other provision of this Agreement, in providing the Services in this Agreement, we will be entitled to take any action as we consider necessary in our absolute discretion to ensure compliance with all Applicable Laws.
33. Client funds
In the event that the Company provides the ancillary service of safekeeping of financial instruments, please read carefully the following terms:
In accepting these terms, you are providing written agreement that:
i. your funds may be processed by us, a related body corporate or by a third-party payment service provider;
ii. your funds may be deposited and held in one or more bank accounts, with us or with a related body corporate;
iii. your funds may be co-mingled with the funds of other clients;
iv the funds you have provided to us are free and clear of any lien, pledge, claim, charge, encumbrance or other security;
v. you transfer to us absolute title to the funds;
vi. your funds may be used by us to meet any obligations incurred in connection with margining, guaranteeing, securing, transferring, adjusting or settling dealings in derivatives, including dealings on behalf of other clients;
vii. our repayment obligations are reduced to the extent that we are entitled to apply your funds against any of your obligations to us, whether under any transaction, this Agreement or otherwise; and
viii. we may retain your funds if there has been no movement on your balance for at least six years. We shall contact you using the last known contact details you provided to us to inform you of our intention of retaining your funds and giving you 28 days to make a claim.
b. Counterparty Risk
You accept that:
i. you have exposure to us in relation to each transaction and there is a risk that we will not be able to meet our obligations under the relevant Contract;
ii. our creditworthiness as the Product issuer has not been assessed by an approved rating agency meaning that we have not received an independent opinion of our capability and willingness to repay our debts from an approved source;
iii. your funds may be co-mingled which exposes you indirectly to the risk of default by other clients who fail to settle their losses;
iv. your funds may be used by us to meet our obligations incurred in connection with margining, guaranteeing, securing, transferring, adjusting or settling dealings in derivatives, including dealings on behalf of other clients which may result in a shortfall in respect of your funds;
v. you are exposed indirectly to the financial risks of the institutions with which we hold your funds and you could incur a loss, depending on the creditworthiness of counterparties;
You agree that we shall not be liable for any default of any counterparty, bank, cryptocurrency service provider, or other third party in which we hold client funds.
The Company will not be liable for loss suffered by you in connection to your funds held by us, unless such loss directly arises from our gross negligence, willful default or fraud.
c. As we enter into hedge transactions with other counterparties in relation to the exposures arising from client transactions you are indirectly exposed to the risk of default by one or more of our counterparties; and
d. If we default on our obligations, you may become an unsecured creditor in an administration or liquidation and in this event you will need to submit to the liquidator proof of the balance of our obligations, as evidenced by your Account statements.
e. We are solely entitled to any interest derived from your funds being deposited in a bank account by us with such interest being payable to us from the relevant bank account when we determine.
You irrevocably and unconditionally authorise us to:
i. Withdraw, deduct or apply any amounts payable by you to us under this Agreement from your account, including, without limitation making a payment for, or in connection with, the margining, adjusting or settling of dealings in Positions or transactions entered into by you or the payment of interest or fees or charges to us, it being acknowledged and agreed by you that such amounts belong to us under this Agreement and may be used by us in our business from time to time, including for the payment of amounts to our counterparties;
ii. deal with any property, other than money, given to us in accordance with the terms and conditions of this Agreement, including, without limitation:
● dealing with such property in connection with the margining, adjusting or settling of dealings in Positions or transactions entered into by you: or
● selling or charging in any way any or all of your property which may from time to time be in the possession or control of us or any of our Associates following the occurrence of an Event of Default.
- 34. Enforcement of this agreement
a. Any provision of this Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make this Agreement enforceable, unless this would materially change the intended effect of this Agreement.
b. If there is any inconsistency between the English version of this Agreement and any translation of this Agreement, the English version will prevail to the extent of any inconsistency.
35. Rights and remedies
The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
35. 1 Third-party rights
Nothing in this Agreement is intended to confer on any person other than us or you any right to enforce any term of this Agreement.
36 Waiver and alteration of rights a. No delay or omission on our part in exercising any right, power or remedy provided by law or under this Agreement, or partial or defective exercise thereof, will:
(i) impair or prevent further or other exercise of such right, power or remedy; or
(ii) operate as a waiver of such right, power or remedy.
b. No waiver of any breach of any term of this Agreement will (unless expressly agreed in writing by us) be construed as a waiver of a future breach of the same term or as authorising a continuation of the particular breach.
c. Our exercise of a right partially or on one occasion does not prevent any further exercise of that right in accordance with the terms of this Agreement. Neither a forbearance to exercise a right nor a delay in the exercise of a right operates as an election between rights or an alteration or variation of the terms of this Agreement.
37. Multiple agreement parties
If a party to this document is made up of more than one person, or a term is used in this document to refer to more than one party, then unless otherwise specified in this document:
a. an obligation of those persons is joint and several;
b. a right of those persons is held by each of them severally; and
c. any other reference to that party or that term is a reference to each of those persons separately, so that (for example):
(i) a representation, warranty or undertaking relates to each of them separately; and
(ii) a reference to that party is a reference to each of those persons separately.
38. Time is of the essence
Time is of the essence for this Agreement.
39. Liability for expenses
Each party must pay its own expenses incurred in executing this Agreement and negotiating any additional terms and conditions as it relates to a Position or transaction.
40. Enforcement of transactions
Each party must do anything (including execute any document) and must ensure that its employees and Authorised Person does anything (including execute any document) that any other party may reasonably require to give full effect to this Agreement.
41. Record Keeping
Following the provisions of the St. Lucia AML Law the Company keeps records regarding all services, activities and transactions it undertakes for the period of 7 years. The Client acknowledges that the Company will keep records of internal telephone conversations and electronic communications that are intended to result in transactions or relate to the reception and transmission of orders and execution of orders on behalf of clients.
Further, the Company will also keep records to be kept of all services and activities provided and transactions undertaken by the Company as well as records related to its business and internal organization which shall be sufficient to enable the Commission to exercise its supervisory functions and to take steps to ensure the Company’s compliance with its obligations under the Law.
The Company shall keep records of the content and timing of instructions received from you. A record of the allocation decisions taken for each operation shall be kept providing for a complete audit trail between the movements registered in clients’ accounts and in the instructions received by the investment firm.
In particular, the final allocation made to each investment Client shall be clearly justified and recorded. The complete audit trail of the material steps in the underwriting and placing process shall be made available to competent authorities upon request.
The Company will also keep records of orders placed by clients through channels other than the Companies’ electronic platform, provided that such communications are made in a durable medium (e.g. mails, fax, emails, chats, internet communications, etc.). In case of relevant face-to-face conversations with the Client, the content of such will be recorded by using written minutes or notes.
42.Spanish Clients
CFD is a product that is complex and difficult to understand. The National Securities Market Commission of Spain (Comisión Nacional del Mercado de Valores) has determined that, due to the complexity of the CFDs and the risks involved, the purchase of CFDs by retail investors is not appropriate/suitable.
A CFD is also a leveraged product and the losses incurred may be the entire amount invested. For Clients that are residents of Spain (“Spanish Clients”), a special set of required warnings regarding CFDs will be shown by the Company. The Company shall also obtain a typed statement from each of our Spanish. Clients acknowledging his or her understanding that CFDs are complex products that are not appropriate/suitable for retail clients.
If we determine that our product is appropriate and suitable for a Spanish Client the following warning will be shown to that Client:
“You are about to purchase a CFD, a product that is complex and difficult to understand. The National Securities Market Commission of Spain (Comisión Nacional del Mercado de Valores or CMNV) has determined that, due to the complexity of the CFDs and the risks involved, the purchase of CFDs by retail investors is not appropriate/suitable. Nevertheless, Capital.com has assessed your knowledge and experience and has determined that CFDs are appropriate for you. The CFD you are about to purchase is a leveraged product. Please be aware that the losses incurred may be the entire amount invested.Please be aware that if you decide to close your position immediately after purchasing you will have to pay [the relevant amount and currency shall be indicated]”.
Prior to the first two (2) trades, the Spanish Client will be prompted to electronically sign the pages where the special warning appears and they will be able to make a statement by typing the following wording: “This product is complex and CNMV has determined that it is not convenient for me”.
43. Tax Investing
in financial instruments may be subject to tax depending on the jurisdiction where you are residing. However, this will depend on your personal circumstances. The Company does not provide any advice to its clients on any tax issues related to any of its services. Thus, you should seek independent tax advice if you are unsure on tax implications due to our services.
- 44. Definitions
-ACCOUNT. Means the accounts that have been opened by us for the Client.
-ACCOUNT CURRENCY. Means the currency selected by you under the Client Agreement and which, in the absence of a selection will be US Dollars.
-AFFILIATE. Shall mean in relation to the Company, any entity which directly or indirectly controls or is controlled by the Company, or any entity directly or indirectly under common control with the Company; and “control” means the power to direct or the presence of ground to manage the affairs of the Company or entity.
-AGREEMENT. Means this documentation, as amended, varied, or replaced from time to time.
-AML REGULATIONS & LAWS. Means any relevant anti-money laundering and counter-terrorist financing laws, regulations, rules and instruments.
-APPLICABLE LAWS/REGULATIONS. Means:
a. Applicable provisions of laws and regulations, including all relevant rules of government agencies, exchanges, trade and clearing associations and self- regulatory organisations, that apply to the parties, this Agreement and the transactions contemplated by this Agreement; and
b. St. Lucia laws, procedures, standards and codes of practice that apply in relation to the parties, this Agreement and the transactions contemplated by this Agreement.
-APPLICATION. Means the application and account opening documentation, including documentation required to be returned for the purposes of complying with Anti-Money Laundering and Counter-Terrorism Financing legislation, completed by you and submitted to us whether electronically or in hard copy.
-APPROPRIATENESS TEST. Means the test you have to complete during your onboarding procedure in order to determine whether you fall within our grey target market (non-suitable client).
-ASK. shall mean the higher price in a Quote at which the price the Client may buy.
-AUTHORISATION. Means:
a. an authorisation, consent, declaration, exemption, notarisation or waiver, however it is described; and
b. in relation to anything that could be prohibited or restricted by law if agovernment agency acts in any way within a specified period, the expiry of that period without that action being taken.
-AUTHORISED PERSON. Means you and/or any person authorised by you to give instructions to us under this Agreement.
-BID. Shall mean the lower price in a Quote at which the Client may sell.
-BUSINESS DAY. Means any day other than a Saturday, Sunday or public holiday on which banks are open for business in St. Lucia, Cyprus, London, England, and New York, United States.
a. In the case of services relating to an index to which Limited Trading Hours applies, any day on which the exchange on which the relevant security or each constituent security has its primary listing, or the exchange on which the index operates, whichever is applicable, is open for trading, and will exclude any day on which all trading on the relevant exchange is closed or suspended; and
b. In the case of services relating to an index to which Limited Hours Trading does not apply, any day on which any relevant exchange is open for trading.
-CFD or CONTRACTS FOR DIFFERENCE. Means a Contract between you and us to buy or sell a derivative which is cash settled and whose price is derived from the value of an Underlying Instrument.
-CLAIM. Means. in relation to a person, any claim, allegation, cause of action, proceeding, liability, suit or demand made against a person however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
-CLIENT AGREEMENT. Means this document covering Contracts for Difference and Margin FX Contracts.
-CLIENT FUNDS. Means the funds you have deposited that are held by us.
-CLIENT PORTAL. Means the electronic gateway accessible over the Internet through our web browser.
-CLOSE OF BUSINESS DAY. Means 17:.00 New York time on a Business Day;
-CLOSING DAY. Means, in respect of a Position, the date on which the relevant Position is closed out;
-COMMODITY. Means oil or gas, or any other commodity acceptable to us;
-CONFIRMATION. Means a form of notification, which may be provided by us electronically, including via the internet, requiring access by the Client, confirming entry into a Position;
-CONTRACT. Means any transaction entered into between us and you, whether oral or written, including any derivative, option, future, contract for difference or other transaction relating to the financial products issued by us;
-CONTRACT PRICE. Means the price we offer you to trade in our financial products from time to time and which is calculated by us according to the Client Agreement;
-CONTRACT QUANTITY. Means in relation to a Position, the number of Contract Units making up that Position;
-CONTRACT SIZE. Means in relation to a Product, the quantity of the Underlying Instrument included in a Contract Unit.
-CONTRACT UNIT. Means a single unit of a Product.
-CONTRACT VALUE. Means in relation of a Product, the Contract price multiplied by the Contract Quantity multiplied by the Contract Size.
-CONTROLLER. Means in relation to the property of a corporation:
a. a receiver, or receiver and manager of that property; or
b. anyone else who (whether or not as an agent of the corporation) is in possession, or has control, of that property for the purpose of enforcing a security interest;
-CORPORATE CLIENT- A LEGAL PERSON WHO PURCHASES OUR SERVICES
-EXCHANGE RATE. Means the exchange rate we may reasonably offer to you from time to time having regard to the applicable prevailing Interbank Rates and the spread that is available to you from us via the trading platform or on request.
-FORCE MAJEURE EVENT. Please refer to clause 22 of this Agreement.
-FOREX. Shall mean the type of CFD, where the Underlying Asset is a Currency Pair.
-FREE EQUITY. Means your Equity less your Total Margin Requirement. It is referred to as “Free Margin” in the MT5 Platform.
-HEDGED MARGIN. For CFD trading shall mean the necessary margin required by the Company so as to open and maintain matched positions.
-INACTIVE ACCOUNT. Means the account where the Client has neither open nor closed positions and does not have an active open position for a period of 1 (one) year and more, shall be classified by the Company as an inactive account (“Inactive Account”).
-INDEX. Means a stock exchange or other index which is, or forms part of or is referenced by, an Underlying Instrument.
-INITIAL MARGIN. Means, Margin payable on the opening of a Position being such percentage of the Contract Value as specified by us, and as amended by us from time to time.
-INSOLVENCY EVENT. Means any of the following:
a. you are dying or ceasing to be of full legal capacity or otherwise becoming incapable of managing your own affairs for any reason;
b. you become, or you take any step that could result in you becoming, an insolvent under administration;
c. an administrator is appointed to you.
d. any of the following occurs:
(i) a Controller or analogous person is appointed to you or any of your property;
(ii) an application is being made to a court for an order to appoint a Controller, provisional liquidator, trustee for creditors or in bankruptcy or analogous person to you or any of your property; or
(iii) an appointment of the kind referred to in (ii) is being made (whether or not following a resolution of application);e. the holder of a security interest or any agent on its behalf, appoints a Controller or takes possession of any of your property;f .you fail to comply with a statutory demand;g. an application is being made to a court for an order for your winding up;h. an order is being made, or the passing of a resolution for your winding up; (i) you: I. Suspend payment of your debts, cease (or threaten to cease) to carry on all or a material part of your business, stating that you are unable to pay your debts or being or becoming otherwise insolvent; orI. Are unable to pay your debts or otherwise are insolvent;j. you take any step towards entering into a compromise or arrangement with, or assignment for the benefit of, any of your members or creditors;k. a court or other authority enforces any judgement or order against you for the payment of money or the recovery of any property; orl. any analogous event under the laws of any applicable jurisdiction,m. unless this takes place as part of a solvent, amalgamation, merger or consolidation that has been approved by us;
-INTERBANK RATE. Means the mid Interbank Rate calculated by us with reference to the bid and offer prices for the Underlying Instrument most recently quoted by any one or more third party banks.
-INTRODUCING BROKER. Means an independent entity that refers clients to us, including pursuant to an introducing broker agreement.
-LEVERAGE. For CFD trading shall mean a ratio in respect of Transaction Size and Initial Margin. 1:100 ratio, for example, means that in order to open a position, the Initial Margin is one hundred times less than the Transaction Size.
-LIMITED TRADING HOURS. Means the ability of the client to trade margin FX Contracts and CFDs (where available) as are designated by us from time to time under this Agreement only during such hours as the relevant exchange is open.
-LONG PARTY Means, in relation to a Product, the party that has notionally taken a long position in respect of the relevant Underlying Instrument.
-LOSS. Includes any loss, damage, liability or obligation, compensation, fine, penalty, charge, payment, cost or expense (including any legal costs and expenses on a full indemnity basis) however it arises and whether it is present or future, fixed or unascertained, actual or contingent.
-LOT. Shall mean a unit measuring the Transaction amount specified for each Underlying Asset of a CFD.
-LOT SIZE. Means the number of Underlying Assets in one Lot in a CFD.
-MARGIN. Means the amount that you must have in your Account to enter into a Margin FX Contract, CFD or other Position with us. It is referred to as “Margin in Use” in the Virtual Markets Platform.
-MARKET ABUSE. Means Man umbrella term used for unlawful practices where a trader or investor has an unfair advantage over others. We chose to follow the definition governed by the Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC as may this be amended from time to time.
-MARKET ORDER. Means an order placed to open or close a Margin FX Contract, CFD at our current price.
-MARGIN FX CONTRACT. Means a Contract between you and us for the taking of Positions in a foreign currency.
-MARGIN. Shall mean the necessary guarantee funds so as to open or maintain Open Positions in a CFD Transaction.
-MARGIN CALL. Shall mean the situation when the Company informs the Client to deposit additional Margin when the Client does not have enough Margin to open or maintain open positions.
-MARGIN REQUIREMENT. Means the amount of Margin you are required to have in your Account from time to time in order to enter into a Margin FX Contract or CFD, or to maintain your Position.
-MATURITY DATE. Means, in relation to an NDF, the date on which the NDF is to be closed out (unless terminated earlier)
-MINIMUM TRADING SIZE. Means such minimum Contract quantity or Contract value as we may specify on our website from time to time for any type of Margin FX Contract or CFD.
-MT5. Means the MetaTrader 5 trading platform.
-POLITICALLY EXPOSED PERSON or PEP. Means a natural person who is or has been entrusted with prominent public functions, as well as immediate family members and close associates of such a person. A person who no longer holds a prominent public function is still considered a politically exposed person for the additional period of 12 months. The prominent public functions include heads of State, heads of government, ministers and deputy or assistant ministers¥ a members of parliament or of similar legislative bodies, members of the governing bodies of political parties, members of supreme courts, of constitutional courts or of other high-level judicial bodies, the decisions of which are not subject to further appeal, except in exceptional circumstances, members of courts of auditors or of the boards of central banks, ambassadors, chargés d'affaires and high-ranking officers in the armed forces, member of the administrative, management or supervisory bodies of State-owned enterprises, directors, deputy directors and members of the board or equivalent function of an international organisation; mayors. The «close relatives of a politically exposed person» includes the following:
(a) the spouse, or a person considered to be equivalent to a spouse, of a politically exposed person;
(b) the children and their spouses, or persons considered to be equivalent to a spouse, of a politically exposed person;
(c) the parents of a politically exposed person; The «persons known to be close associates of a politically exposed person» means natural person:
(a) who is known to have joint beneficial ownership of legal entities or legal arrangements, or any other close business relations, with a politically exposed person;
(b) who has sole beneficial ownership of a legal entity or legal arrangement which is known to have been set up for the de facto benefit of a politically exposed person.
-PERSONAL INFORMATION. Means information or an opinion about an identified individual, or an individual who is reasonably identifiable:
a. whether the information or opinion is true or not; and
b. whether the information or opinion is recorded in a material form or not.-POSITION. Means the long or short position you have taken in your Margin FX Contract, CFD or other Product with us.
-PRIVACY POLICY. Means our Privacy Policy as set out on our website, as amended from time to time.-PRODUCT(S). Means a product offered by us which may be described in the Product Schedule published on our website.
-PRODUCT SCHEDULE. Means the Product Schedule published on our website.
-RETAIL CLIENT- A NATURAL AND NON-LEGAL PERSON PERWHO PURCHASES OUR SERVICE
-QUOTE. Shall mean the information of the current price for a specific Underlying Asset, in the form of the Bid and Ask prices.
-QUOTE CURRENCY. Shall mean the second currency in the Currency Pair which can be bought or sold by the Client for the Base Currency.
-QUOTES BASE. In relation to CFD trading shall mean Quotes Flow information stored on the Server.
-QUOTES FLOW. Shall mean the stream of Quotes in the Platform for each CFD.-REPORT. Means any daily statement, monthly statement or other report we provide to you.
-SERVICES. Means the services provided by us under this Agreement.-SETTLEMENT DATE. Means such settlement date following the Closing Date or Maturity Date (if applicable) as we may reasonably determine in accordance with practice in the relevant market and notify to you at the time of entering into a Position.
-SHORT PARTY. Means in relation to a Product, the party that has notionally taken a short Position in respect of the Underlying Instrument.
-TIMING OF VALUATION. Means, in respect of a Position:
a. the time the Position is opened.
b. the Close of Business on each Trading Day the Position is open (other than the Trading Day the Position is closed); and the time the Position is closed;
-TOTAL MARGIN REQUIREMENT. Means the sum of your Margin Requirements for all your open Positions;
-TRANSACTION. Means any transaction on CFDs across a range of underlying asset classes, including, but not limited to, equity, commodities and indices, carried out subject to this Agreement for which we are authorised under St.Lucia laws.
-SLIPPAGE. Shall mean the difference between the expected price of a Transaction in a CFD, and the price the Transaction is executed at. Slippage often occurs during periods of higher volatility (for example due to news events) making an Order at a specific price impossible to execute, when market orders are used, and when large Orders are executed when there may not be enough interest at the desired price level to maintain the expected price of trade.
-SPREAD. CFD trading shall mean the difference between Ask and Bid of an Underlying Asset in a CFD at that same moment.
-SWAP OR ROLLOVER. For CFD trading it shall mean the interest added or deducted for holding a position open overnight.
-TRADING DAY. Means in the case of Positions over an Underlying Instrument which is traded on, or references, an Underlying Market, a day on which the Underlying Market is open for trading in the ordinary course (and if there is more than one Underlying Market, a day on which all applicable Underlying Markets are open for trading in the ordinary course);
-UNDERLYING INSTRUMENT. Means the underlying asset, security, currency pair, Commodity, futures contract, or Index, the reference to which the value of a Margin FX Contract or CFD is determined.
-US REPORTABLE PERSONS. Means as per FATCA:
a. US citizen (including dual citizen);
b. US resident alien for tax purposes;
c. a domestic partnership;
d. a domestic corporation;
e. any estate other than a foreign estate;
f. any trust,
if: i. a court within the United States is able to exercise primary supervision over the administration of the trust;
ii. one or more United States persons have the authority to control all substantial decisions of the trust;
iii. any other person that is not a foreign person.
-WEBSITE. Means the internet address ww.virtualmarkets.com and includes the trading platforms.