Use of the Website:
1.2. The client warrants and represents to the Company that he is legally entitled to visit the Website and make use of information made available via the Website.
2.1. This Website and the information, tools and material contained in it are not directed to, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would subject the Company or its affiliates to any registration or licensing requirement within such jurisdiction. In accessing any part of the Website, the Client agrees not to use this Website in such a way that disrupts, interferes with or restricts the use of this Website by other users; not to upload, display or transmit any materials through this Website which are false, offensive, defamatory, threatening, obscene, unlawful or which infringe the rights of any other person anywhere in the world.
Disclaimer of Warranties:
3.1 The Company makes no representations about the results to be obtained from using this Website, the Services, the information or the content.
3.2 The use of same is at the Client’s own risk. The information on this Website is provided on “as is” and “as available” basis.
3.3 The company does not warrant the accuracy, completeness, security or timeliness of the content, information or Services provided on or through the use of the Website, either expressly or by implying, for any particular purpose.
Limitation of Liability:
5.1 The Company shall not be responsible for and disclaims all liability for any loss, liability, damage (whether direct, indirect or consequential), personal injury or expense of any nature whatsoever which may be suffered by the Client or any third party, as a result of or which may be attributable, directly or indirectly, to the access and use of the Website, any information contained on the Website, the Client’s personal information or material and information transmitted over the Company’s system. In particular, neither the Company nor any third party or data or content provider shall be liable in any way to the Client or to any other person, firm or corporation whatsoever for any loss, liability, damage (whether direct or consequential), personal injury or expense of any nature whatsoever arising from any delays, inaccuracies, errors in, or omission of any information, or for any actions taken in reliance thereon or occasioned thereby or by reason of non-performance or interruption, or termination thereof.
6.2 The Client may download content only for his personal use for non-commercial purposes but no modification or further reproduction of the content is permitted. The contents of the Website, including any images, text, executable code, and layout design may not be distributed, reproduced, publicly displayed, downloaded, modified, reused, re-posted, or otherwise used except as provided herein without the express prior written permission of the Company. The Client may not, for any reason, distribute, modify, duplicate, transmit, reuse, re-post, or use the content of the Website for public or commercial purposes, including the text, images, audio, and video without a prior written consent from the Company. Anything that the Client transmit to this Website becomes the property of the Company, may be used by the Company for any lawful purpose, and is further subject to disclosure as deemed appropriate by the Company, including to any legal or regulatory authority to which the Company is subject. The Company reserves all rights with respect to copyright and trademark ownership of all material at this Website, and will enforce such rights to the full extent of the law.
Links and Advertisements:
7.1 The Website may include links to other Internet websites or resources as well as for third party advertiser’s websites. You acknowledge and agree that the Company shall not be responsible any such external website, resource or advertisement, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites, resources or advertisements. Client Agreement This client agreement is entered by and between the operator of the Smart Markets side (the “Company”) and the person or legal entity that has applied to open a trading account at the Company’s CFD’s Trading platform (the “Client”),according to the terms and conditions detailed herein.
1.1 This agreement, as well as any legally binding document entered into between the Company and the Client, all as amended from time to time (together: the “Agreement”), set out the terms upon which the Company will deal with the Client in respect to placing orders and trading over financial instruments, on the Company’s trading platform.
1.2 Trading, means that a contract is being created which gives the Client the right to estimate the direction of change in price of an underlying asset, within a specified time frame determined by the Company. This trading instrument is different from trading in traditional options, since there is a fixed return that is determined at the outset of the trade, there is usually no Stop-Loss order and other features.
1.3 Opening an account and usage of the Trading Platform provided by the Company is by limited license given by the Company to the Client. The license is personal, non-transferable and is for persons who are older than 18 years old (or older legal age, if the law applicable to the Client’s jurisdictions requires a higher legal age) and subject to this Agreement. The Client may not transfer, assign, or enable other to make any use of the license, and/or give the Clients access codes to the Trading Account to anyone. Any damage caused to the Client, the Company and any third party due to breach of this Agreement by Client, shall be under the Client’s sole responsibility.
1.4 All services are provided to the client by , Smart Markets which is the management company and the client enters into a contractual agreement with Smart Markets only.
Opening of the Trading Account:
2.1 The Company will open an account for the Client (the “Trading Account”) as soon as reasonably practicable after: (i) the Company has received confirmation that the Client has agreed to enter into this Agreement (such confirmation can be made by checking the “I AGREE” button or link on the Company’s Internet website (the “Website”), followed by a completed application form (if applicable) and all other Client’s information required by the Company to be provided for full verification. The Client confirms that Client’s information is full, accurate and complete. If there is a change in the information provided by the Client at any time, the Client must notify the Company immediately of any such change.
2.2 The Trading Account will be activated by the Company as soon as the Company has identified the funds credited by the Client to the Trading Account. The Company may activate the Trading Account and permit trading in the Trading Account subject to such limitations, and before full verification has been determined, and to the satisfaction of such further requirements as the Company may impose. In the event that the Trading Account is activated but any such requirements are not complied with, the Company may freeze activity in the Trading Account. Where a Trading Account is not activated or is frozen, no funds held by the Company in respect of that Trading Account may be transferred back or to any other person until the Company is satisfied that all Applicable Regulations have been complied with.
2.3 In relation to any Transaction entered into pursuant to the Agreement the Company may act, according to the Company’s sole discretion, as principal or as agent on the Client’s behalf. Therefore the Company may act as the counter party to the Clients Trading activity. The Client confirms that it acts as principal and not as agent or trustee on behalf of someone else.
2.4 The Client hereby represents and warrants that his engagement with the Company in this Agreement and his use of the Company’s services are in full compliance with the law applicable to the Client.
3.1 The Trading Platform supplied by the Company enables trading in foreign exchange rates of different currencies, commodities, and any other financial instruments made available by the Company (all hereof: “Financial Instruments”). The Trading Platform displays indicative quotes of exchange rates of different financial instruments pairs, based on different financial information systems, as the most updated exchange rates in the international capital markets. For determining the quotes for different time periods, the platform is making mathematical calculations according to known and accepted capital markets formulas. It is acknowledged by both Parties that due to different calculation methods and other circumstances, different trading platforms and/or markets may display different price quotes.
3.2 The Client will receive a predetermined pay-out if his transaction expires in-the-money, and he will lose a predetermined amount of his investment in the Transaction if the option expires out-of-the-money. The predetermined amounts are a derivative of the collateral invested in the transaction by the Client, and will be published in the Trading Platform. The degree to which the option is in-the-money or out-of-the-money does not matter as it does with a traditional options.
3.3 The Company does warrant that trading in the Trading Account will be available at all times.
3.4 The Client authorises the Company to rely and act on any order, request, instruction or other communication given or made (or purporting to be given or made) by the Client or any person authorised on the Client’s behalf, without further enquiry on the part of the Company as to the authenticity, genuineness authority or identity of the person giving or purporting to give such order, request, instruction or other communication. The Client will be responsible for and will be bound by all obligations entered into or assumed by the Company on behalf of the Client in consequence of or in connection with such orders, requests, instructions or other communication.
3.5 The Company has the right, but not the obligation, to set, at its absolute discretion, limits and/or parameters to control the Client’s ability to place orders or to restrict the terms on which a Transaction may be made. Such limits and/or parameters may be amended, increased, decreased, removed or added to by the Company and may include (without limitation): (i) controls over maximum order amounts and maximum order sizes; (ii) controls over total exposure of the Company to the Client; (iii) controls over prices at which orders may be submitted (including, 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 Company’s order book); (iv) controls over any electronic services provided by the Company to the Client (including ,without limitation, any verification procedures to ensure that any particular order or orders has come from the Client); or (v) any other limits, parameters or controls which the Company may be required to. The Company may, in addition, require the Client to limit the number of open Transactions which the Client may have with the Company at any time.
3.6 The Company does not allow actions or non-actions based on arbitrage calculations or other methods that are based on exploitation of different systems or platforms malfunction, delay, error etc.
3.7 The Company is entitled, by its own discretion, to cancel any trade that has been executed due or in connection with an error, system malfunction, breach of the Agreement by Client etc. The Company’s records will serve as decisive evidence to the correct quotes in the world capital markets and the wrong quotes given to the Client; The Company is entitled to correct or cancel any trade based according to the correct quotes.
3.8 Reporting- Client can see his open trades (“Positions”) and guarantee funds situation at any time by accessing his Trading Account in the Company’s platform and viewing past trade’s reports generated by the Company. No hard-copy reports are sent.
4.1 The Client may transfer funds to the Company with different methods of payment as permitted by the Company from time to time and in any currency (acceptable by the Company), and such funds will be converted and managed in the Trading Platform in US Dollars and/or Euro and/or GBP, as determined by the Company, according to an exchange rate determined by the Company’s according to the available market rates.
4.2 When making a bank transfer, the Client must send the Company an authentic SWIFT confirmation, stating full bank account details and proof that the bank account is registered under its name. Non-delivery of the SWIFT confirmation or in case that the details do not conform to the Client’s details registered at the Company may result in the funds not being credited to the Client’s Trading Account.
4.3 The Funds deposited with the Company by the Client, together with any Profit or other Benefits the Client may be entitled to according to a specific agreement with the Company, shall be used as security to any Transaction, including Trading Losses, Commission and any other fee or debt owed by the Client to the Company, which will be automatically deducted from the Client’s equity in the Trading Account. The Client’s Funds shall not accumulate any interest or any other benefits. Trading that relate to a reference security shall not grant the Client any right to dividends, voting, allocations or any other Benefits, but may be subject to adjustments according to financial or corporate events which may have an effect the reference security, such as distribution of dividends, splits etc.
4.4 Repayment of any funds via wire transfer by the Company to the Client will be in the same currency and to the same account/credit card from which the funds were originally transferred, unless the Company has decided, by its own discretion, to return the funds to a different account of the Client. 4.5 The Client declares that all funds that it transfers to the Company do not derive from any criminal or other illegal activity and without any violation of any applicable anti-money laundering laws and regulations.
4.6 The Client will have no claim against the Company and will not hold the Company responsible for any delay and/or differences originating from a credit company’s, banks or other financial institutions rates calculation and/or commission and/or any other debit.
4.7 a)In the case the Client gives an instruction to withdraw funds from the Trading Account, Smart Markets™ finance department supervises every withdrawal request submitted. Identification documents must be submitted to process any withdrawal. The Company shall pay the specified amount (less any transfer charges, if applicable, see point (5) below) within seven to ten (7-10) Business Days once instructions has been accepted and at the moment of payment, the Client’s margin requirements, proof of identity (to ensure safety of client’s funds) and due diligence criteria have been met. The Company may cancel the Client’s withdrawal order, if, according to the Company’s discretion, the remaining funds (after the withdrawal) shall not be sufficient to secure open Position(s) in the Trading Account. b) The company does not take any responsibility for any delays of withdrawals, due to third party (banks, credit card companies or other service providers) policies, nor any force major events that are not under the company’s control. c) Minimum withdrawal amount for wire transfers is $500.00 USD. d) Minimum withdrawal amount for Credit card / Debit Card transfers is $100 USD e) Minimum Deposit amount (for Credit / Debit cards) is $250 USD / Max Deposit amount is unlimited.
4.8 The Company shall debit the Client’s Trading Account for all payment charges. If the Client has the obligation to pay any amount to the Company which exceeds the amount held in the Client’s Trading Account, the Client shall immediately pay such amount upon Company’s request.
4.9 The Company shall not provide physical delivery in relation to any Transaction. As mentioned above, Profit or loss is credited to or debited to or from the Trading Account (as applicable) once the Transaction is closed.
Fees & Charges
5.1 The Company does not charge brokerage fees or commissions for executing trades.
5.2 All deposits to the company either by Credit Card or Wire Transfer are not subject to fee’s from the company. Clients may see fee’s charged to them and these charges will be from the clients’ bank.
5.3 All withdrawals either by Credit Card or Wire are not subject to fee’s. The company pays all fee’s for wire withdrawals.
5.4 The Company may introduce additional fees and charges, and may change any existing fees and charges, at any time, by giving the Client not less than 10 Business Days’ notice of such changes.
6.1 The Company may offer a number of attractive reward features, including welcome bonuses, contests and awards to new or existing customers. Bonuses and trading credits rewarded to clients are part of the Company’s promotions programs. These bonuses are limited time offers and the terms and conditions associated with any bonus rewards are subject to change from time to time.
6.2 Bonuses and profits that are based, even partially, on use of bonus credit, shall be forfeited in case the Company suspects any act of fraud or breach of the Company’s Terms and Conditions by Client.
6.3 In order to withdraw funds from an account that has been credited with a trading bonus, the trader will be required to execute a minimum trading volume of (bonus amount + Deposit) x25.
6.4 Funds can only be withdrawn when the preceding stipulation has been fully met and fulfilled. All trading bonuses are final, and a trading bonus cannot be removed once it has been credited to an account.
6.5 In regards to all “7 days guarantee campaign” or all insured money campaign: Insured money is replaced with bonus money. The bonus money needs to meet the following trading requirements in order to be withdrawn. The 1st deposit amount needs to be traded 15 times in order to be eligible for withdraw.
Privacy and Data Protection
7.1 Due to the nature of the Company’s business and relations with the Client, The Company shall hold some personal client information. All data collected, whether it is on paper or on a computer is safeguarded in order to maintain the Client privacy under Data protection laws
7.2 The Company shall be permitted to use and/or disclose the Client Information (a) For internal use, including with affiliated entities; (b) As permitted or required by law; (c) For protection against or prevent actual or potential fraud or unauthorised transactions or behaviour (d) For computerised supervision of Client’s use of the services, review and/or supervision and/or development and/or maintenance of the quality of services; (e) to protect the Company’s rights or obligation to observe any applicable law.
7.3 The Client hereby grants the Company his/her permission to make use of his/her details in order to provide updates and/or information and/or promotion or marketing purposes through the Clients E-mail address or other contact information. Cancellation of this consent shall be performed by providing written notice to the Company, and shall apply to new publications that have not been sent.
7.4 The Client agrees that the Company may record all conversations with the Client and monitor (and maintain a record of) all emails sent by or to the Company. All such records are the Company’s property and can be used by the Company, amongst other things, in the case of a dispute between the Company and the Client.
7.5 Affiliation- the Company may share commissions and charges with its associates, introducing brokers or other third parties (“Affiliates”), or receive remuneration from them in respect of contracts entered into by the Company. Such Affiliates of the Company may be disclosed with Client’s information.
7.6 The Company’s Trading Platform, Website or other services may require the use of ‘Cookies’.
Advice, Information and Tax
8.1 The Company does not advise its Clients in regard to the expected profitability of any Transaction, and any tax or other consequences. The Client represents that it has been solely responsible for making its own independent appraisal and investigations into the risks of any Transaction. The Client represents that it has sufficient knowledge, market sophistication and experience to make its own evaluation of the merits and risks of any Transaction. The Client acknowledges that he has read and understood the Risk Disclosure Document which sets out the nature and risks of Transactions to which this Agreement relates.
8.2 Where the Company does provide market commentary or other information: (a) this is incidental to the Client’s relationship with the Company. (b) It is provided solely to enable the Client to make its own investment decisions.
8.3 The Company shall not be responsible for the consequences of the Client acting upon such trading recommendations, market commentary or other information.
8.4 The Client acknowledges that the Company shall not, in the absence of its fraud, willful default or gross negligence, be liable for any losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any information given to the Client.
8.5 The Company is under no obligation to assess the appropriateness of any Transaction for a Client, to assess whether or not the Client has the necessary knowledge and experience to understand the nature of risks associated with the Transactions. All risks related to the above are under the sole responsibility of the Client.
8.6 Any tax applying on the Client and/or results from the Client’s trading activity, including trading profits and/or trading losses and/or any charges and/or deductions, shall be under the Client’s full and sole responsibility. The Client shall personally report and pay any personal, federal, state and local tax liability he is obligated to, if applied. The Company serves as a mediator only and does not collect deduct, pay or withhold tax from the Client. The Company reserves the right, if ordered by an official entity, to deduct tax from the Client and deliver it to the proper tax authority as ordered by the official entity.
9.1 Trading Account balances and statements are displayed within the trading platform made available to the Client by the Company. Common terms definitions can be found on the Company’s Website. Closing an account and cancellation of the agreement
10.1 Either party may terminate this Agreement by giving 10 (Ten) days written notice of termination to the other. Either party may terminate this Agreement immediately in any case of any breach of this Agreement or event of Default by the other Party. Upon terminating notice of this Agreement, Client shall be under the obligation to close all open positions, otherwise, the notice shall become void, or the Company shall have the right to close all open positions without assuming any responsibility. Such closure may result in an outcome that would be less favourable for the Client.
10.2 Upon termination, all amounts payable by Either Party to the other Party will become immediately due. 10.3 Termination shall not affect any outstanding rights and obligations according to the applicable law and the provisions of this this Agreement. Limitations of Liability and Indemnities
11.1 THE SERVICES OF THE COMPANY ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND COMPANY MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. THE COMPANY DOES NOT WARRANT THAT ANY AFFILIATED SOFTWARE, SERVICES OR COMMUNICATION THAT MAY BE OFFERED OR USED BY THE CLIENT SHALL ALWAYS BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM TRADING OR THE USE OF THE COMPANY’S SERVICES, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
11.2 Client acknowledges and agrees that the Trading Platform follows the relevant market, whether the Client is in front of his computer or not, and whether the Client’s computer is switched on or not, and will exercises the order left by the Client if applicable.
11.3 The Client shall, upon first demand by the Company, compensate the Company from and against all liabilities, damages, losses and costs (including reasonable legal costs), duties, taxes, charges, commissions or other expenses incurred by the Company.
11.4 The Company shall have the right to set-off any amount owed by the Company to the Client, against any debt or other obligation of the Client towards the Company. In any event of Default of Client (voluntary or involuntary insolvency procedures against the Client) all debts, future debts and other obligations of the Client towards the Company shall become immediately due.
For the purpose of complying with Anti-Money laundering laws, https://www.smartmarkets.fm/ requires two different documents to verify the identity of the customer.
The first document we require is a legal government-issued, identifying document with the picture of the customer on it. It may be a government-issued passport, driver’s license (for countries where the driver’s license is a primary identification document) or local ID card (no company access cards).
The second document we require is a bill with the customer’s own name and actual address on it issued 3 months ago at the earliest. It may be a utility bill, a bank statement, an affidavit, or any other document with the customer’s name and address from an internationally recognized organization.
Smart Markets also requires a completed and physically-signed account application form to be submitted to the company.
Customers are required to submit up to date identification and contact information in a timely manner, as soon as changes occur.
Smart Markets implements is to ensure that customers engaging in certain activities are identified to a reasonable standard, while minimizing the compliance burden and impact on legitimate customers.
is the act of converting money or other monetary instruments gained from illegal activity into money or investments that appear to be legitimate, so that its illegal source cannot be traced. Domestic and international laws that apply to companies, whose customers can deposit and withdraw funds from their accounts, make it illegal for Smart Markets, or its employees or agents, to knowingly engage, or attempt to engage in a monetary transaction of criminally derived property.
The objective of Anti-Money laundering procedures that Smart Markets implements is to ensure that customers engaging in certain activities are identified to a reasonable standard, while minimizing the compliance burden and impact on legitimate customers. Smart Markets is committed to assisting governments combat the threat of money laundering and financing terrorist activities around the world. For that purpose Smart Markets has set up a highly sophisticated electronic system. This system documents and verifies client identification records, and tracks and maintains detailed records of all transactions.
Smart Markets carefully tracks suspicious and significant transaction activities, and reports such activities “providing timely and comprehensive information” to law enforcement bodies. To uphold the integrity of reporting systems and to safeguard businesses, the legislative framework provides legal protection to providers of such information.
In order to minimize the risk of money laundering and financing terrorist activities, Smart Markets neither accepts cash deposits nor disburses cash under any circumstances. Smart Markets reserves the right to refuse to process a transfer at any stage, where it believes the transfer to be connected in any way to money laundering or criminal activity. For the avoidance of any doubt, Smart Markets may detain or postpone payments for a set period of time at its own discretion. It is forbidden for Smart Markets to inform customers that they have been reported for suspicious activity.
Trading in any investment opportunity that may generate profit requires Smart Markets customers to deposit money on their online account. Profits may be withdrawn from the online account.
You, the Client, have to perform all the deposits from a source (e.g. single bank account). If you want to start trading, you should make sure this account is in your country of residence and in your name. In order to certify that a SWIFT confirmation is authentic, it has to be sent to Smart Markets to confirm the origin of the money which will be used for trading. If you don’t comply with this WD policy, you may be prevented from depositing the money via Bank/Wire Transfer. If you did not login and traded from your account within six (6) months (“Dormant Account“), your Dormant Account will be subject to a deduction of 10 % each month (the “Dormant Fee“).
According to generally acceptable AML rules, withdrawals must be performed only through the same bank account or credit/debit card that you used to deposit the funds.
Unless we agree otherwise, withdrawals from the Account may only be made in the same currency in which the respective deposit was made.
In addition, when you deposit or withdraw money for trading purposes using alternative payment methods, you should be aware that additional fees and restrictions may apply.
Without derogating of the foregoing, Smart Markets may execute withdrawals to a different facility than the one used for the deposit.
Furthermore, when it comes to withdrawals, Client may be required to present additional information and documents.
Funds appearing on Clients’ account may include agreed or voluntary bonuses and incentives, or any other sums not directly deposited by the Client or gained from trading on account of actually deposited funds (“Non-Deposited Funds“). Please note unless otherwise explicitly agreed, Non-Deposited Funds are not available for withdrawal. Further, due to technical limitations, Non-Deposited Funds may be assigned to Client’s account in certain occasions (for example, for the technical purpose of allowing the closing of positions or an indebted account).
Without derogating from the abovementioned, bonuses issued to Client by Smart Markets may only be withdrawn subject to execution of a minimum trading volume of 30 times the deposit amount plus the bonus issued (“Minimum Trading Volume“).
SUBMITTING A WITHDRAWAL REQUEST
In order to process your withdrawal request, you must:
• Log in to your account through the website, click on withdrawal, fill up the withdrawal form.
• All compliance documentation must have been received and approved by Smart Markets compliance officer in order to proceed with the withdrawal.
• Beneficiary Name must match the name on the trading account. Requests to transfer funds to third party will not be processed.
TYPICAL WITHDRAWAL PROCESSING TIME
The time it takes for the money to reach your credit card or bank account that has been used to deposit funds may vary (usually up to five business days). Note that it might take longer for withdrawals to bank accounts due to the additional security procedures in force.
The request will generally be processed by Smart Markets within 2-5 business days of receipt. In order to avoid any delays please review your information carefully before submitting your request.
Please note clearly that we are not committed to any time frame and that any additional charges imposed by third parties shall be deducted from the deposit or the withdrawal, as applicable.
Trading leveraged derivative products such as Foreign Exchange (Forex), Contracts for Difference (CFD's) or other financial derivative products carries a high level of risk to your capital. All these products, which are leveraged derivative products, may not be appropriate for all investors. The effect of leverage is that both gains and losses are magnified. The prices of leveraged derivative products may change to your disadvantage very quickly, it is possible for you to lose more than your invested capital and you may be required to make further payments. Before deciding to invest in any financial product, you should carefully consider your investment objectives, trading knowledge and experience and affordability. You should only trade in Forex and CFDs if you have sufficient knowledge and experience of the risky nature of the products, the risks involved in trading such products and if you are dealing with money that you can afford to lose. You should seek independent professional financial advice if you are in any doubt.
1. These Terms together with your completed and submitted Application Form comprise the Client Agreement between Smart Markets ("Company”, "we", "us", ''our'' or "Smart Markets"), a broker company providing trading in financial and commodity‐based derivative instruments and other securities registered and headquartered in the Republic Of The Marshall Islands, whose registered office is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, since 2019.
2. If the Client is comprised of two or more legal persons then a reference to a right or obligation of the Client under this Agreement or under a transaction contemplated by this Agreement confers that right or imposes that obligation, as the case may be, jointly and severally on those persons.
3. This is a master agreement and sets out the terms and conditions upon which dealings between you and us relating to the provision of advice to the Client or the execution of Orders.
4. This Agreement is in addition to other documents that may have been exchanged and/or executed between the parties. You should read this Agreement carefully and any other documents given to you and that apply to you.
5. Margin FX and Contracts‐for‐difference (CFDs) Transactions you enter into pursuant to the terms of this Agreement carry a high level of risk. You should ensure that you fully understand such risks before entering into this Agreement or any transaction with us. By signing and submitting the Application Form by email or electronically via our website, or by taking any action consistent with your agreement to these terms and conditions, you confirm that you have received, read and understood this Agreement, including our current Legal Documents on our website.
DURATION OF THE AGREEMENT AND RIGHT TO CANCEL
6. The Agreement shall commence once we have informed you about your account being
activated. This is, once we have completed due diligence and satisfied our requirements in
terms of ‘Know-Your-Customer’ or any other procedures.
7. You have the right to cancel the Agreement by giving us notice in writing within the first
fourteen (21) days of your account being activated. We will return to you any amount you have transferred to us, subject to you not having entered into any trades via our platform(s).
8. Where the Agreement has not been cancelled, it will continue to be in effect until its
termination, in accordance with the provisions contained in the Agreement.
9. We will treat you as Retail Client in accordance with applicable law, unless we have informed you otherwise. You have the right to request a different client categorisation (type).
10. We can review your Client categorisation at any time, in accordance with the applicable rules. We will notify you in the event a change affects you.
11. Following receipt of your ‘Account Opening Application Form’, we will use the information you have provided us with to conduct further enquiries about you as we may deem necessary or appropriate in the circumstances in order for us to fulfil our legal obligations; we will further use the information you provide us with to assess and determine the appropriateness of you entering into a business relationship with us. This includes, but it is not limited to, verifying your identity information, obtaining references from third party database list, other financial institutions or your employer. In some instances, either on a sample basis or because we have reason to believe that further searches are necessary, in order for us to satisfy any legal or regulatory requirement, we will conduct other searches with third-party information providers and databases (public or otherwise), including credit searches that appear on your credit history. You understand that such enquiries can be conducted at any stage of the relationship, and we expect you to assist us with any additional information, as failure to do so would lead to termination of the relationship between you and us in accordance with the terms of the Agreement.
12. You are responsible for providing us with correct and accurate information at all times and we can rely on the information you have provided us with, both during on-boarding in the‘Account Opening Application Form’ as well as throughout our relationship, unless we have reason to believe that the information you have provided us with is inaccurate. If any of the information you have provided us with changes, you need to notify us in writing.
13. Based on the information provided by you, and in accordance with the applicable rules, we will make an assessment of whether you have sufficient knowledge and/or experience to understand the risks associated with trading Leveraged Products. The acceptance of your account will be subject to the outcome of this assessment and we reserve the right to refuse to provide any of our services to any person, who, in our reasonable opinion, is not suitable to receive such services.
14. When we receive your application to open an account, we will confirm this to you by e-mail and we will provide you with details to access your account, specifically your account number and password (the ‘Access Codes’). We will review your application and only if we are satisfied with the information/ documentation received, we will accept you as a Client and therefore activate your account.
15. You will be able to:
a) download and install (where applicable) the trading platforms (the ‘Software’), or use
a web-based version of the Software (where available) and you need to ensure they are accessible and operational; b) use your Access Codes to log-in to the Software, as well as Smart Markets website from where you can view your account. It is also your responsibility to keep your Access Codes private and confidential.
16. Further to the above, you are responsible for ensuring that you are able to access our Software when you need to and during the times the Software is available. Your responsibility extends to ensuring you have access to a reliable internet connection or any other necessary connection and maintaining any devices used to this end.
17. The Software may have been developed by a third party, unrelated to Smart Markets. Smart Markets will use its best efforts to ensure that the Software is properly operational for the purposes of
providing our services under this Agreement to you, by conducting reasonable tests. However, we cannot guarantee, that the Software is free of any errors or deficiencies.
18. We will, to a reasonable extent, maintain the Software and any other related systems up to
date. We and/or any relevant third party may perform this maintenance from time to time,
which includes shutting down, restarting and/or refreshing the servers to ensure, or procure to ensure the effective and efficient operation of the Software. These actions may cause the
Software to be inaccessible and/or inoperative for a period of time. We will use best efforts to ensure that any maintenance activity will take place outside trading hours, however, you
understand and accept that this may not always be possible. Therefore, you accept that we will bear no responsibility for any loss, including financial loss and/or loss of opportunity due to maintenance and/or any action or omission of Smart Markets and/or the third-party software provider. For instance, such maintenance activity will occur in order to, for instance, add a new symbol or remedy any technical issue.
19. We will use best efforts to make the Software and any other systems available. Where this is
not possible, we will endeavour, within reason, to provide you with prior notice. But, you
understand and accept that we cannot guarantee their continuous availability at all times, due
to instances including: a) failures and/or errors, including failures and/or errors of technological nature such as failure of internet connectivity that may affect the access to the Software, which either you or we rely on; b) suspension of service availability due to maintenance, repairs, updates, developments and other issues outside of our control.
20. We will do our best to maintain the operation of the Software. We cannot and do not accept any responsibility for any means (including computer equipment), which you use to access the the Software and cannot guarantee its continued availability.
SECURITY AND ACCESS
21. We will only accept instructions from you and/or your Authorised Representative pursuant to a duly executed ‘Power of Attorney’. For the avoidance of doubt, Authorised Representatives shall not be considered as Clients of Smart Markets. However, we will consider any instructions from an Authorised Representative as coming from you, and we may act upon such instructions without the need to confirm their authenticity or validity.
22. In addition to anything else specified above, we may rely on any instructions coming from any person in possession of your Access Codes as if these instructions were coming from yourself, without us making any further inquiry.
23. It is your responsibility to keep your Access Codes confidential and not to reveal them to any person, whether intentionally or unintentionally. We cannot control how you treat your Access Codes and you are responsible to ensure that no third party obtains any unauthorised access. We will not be liable for any unauthorised access, unless this has occurred due to gross negligence from our part.
24. You are responsible for keeping any information regarding your dealings with us, private and confidential. We will bear no responsibility in the event that any person attains unauthorised access to any information regarding your dealings with us, where that information is:a) held by you; b) being transmitted via electronic or any other means, by you to Smart Markets and/or any other party authorised by us; c) being transmitted via electronic or any other means, by us to you and/or any Authorised Representative.
25. We reserve the right to revoke your access and/or the access of any Authorised Representative to our Software at any time, where we deem necessary.
26. Where you have not carried any activity and/or transactions for a period of time, as determined within reason by us, we reserve the right to carry out additional checks and/or request additional documentation from you before we allow you to resume any activity with us.
ORDERS AND INSTRUCTIONS
27. We will only accept instructions transmitted via a durable medium approved by us, including Smart Markets Software and your registered e-mail address (as indicated in our records). Under certain circumstances, provided that we are satisfied of your identity and of the clarity of the instructions received, we can accept instructions via telephone or in person; note that each Client is responsible to ensure that any instruction provided has been completely understood by the operator. Orders via telephone will be accepted only if they are received in our official language. It should be noted that Smart Markets reserves the right to reject such verbal orders when the operator of the Support Department is not satisfied with the Client’s identify or clarity of the orders, request additional information, verify such orders via any means or take any other action Smart Markets deems necessary in the circumstances. Contact details of all departments (including the Support Department) can be found on our Website; note, that at times of excessive transaction flow there might be a delay in connecting over the telephone with an operator, especially when there are important market announcements.
28. You may choose to communicate with us for support and any instructions, other than orders,
in any of the languages available on our Website during business hours. Communication after business hours that requires immediate action on our behalf will only be accepted in our official language.
29. Where information has not been transmitted to us via approved means, or where you have
misinterpreted any instruction and/or information, it is your responsibility to make the
necessary amendments and we will bear no responsibility for any loss, be it financial or of
opportunity in connection to said instruction.
30. We bear no responsibility for any loss that arises as a result of delayed or unreceived
communication sent by us to you.
31. You understand that time is important when trading on Leveraged Products, therefore you are responsible for ensuring that any communication in relation to your dealings with us is sent to us on time.
32. We will execute an instruction received from you, without any further enquiry. However, you consent that we reserve the right to accept, either in part or in full, or reject, any instructions from you. Also, we may contact you if we intend to execute any transactions or future transactions differently following patterns in your trading activity (for instance, where your account balance frequently results in negative equity, we may propose that you continue trading with a higher margin requirement, irrespective of the applicable trading conditions of other clients).
33. We may, at our discretion confirm any instructions received from you via any durable medium or telephone. However, you understand that you should not communicate with any of our employees, contractors or otherwise via any means or on any other equipment, which are not our equipment. For example, you should not communicate with any of our employees on his/her mobile phone or on any other personal account.
34. Essential information concerning the execution of any order (among other information), can be obtained through the Software, trading platforms and/or Smart Markets were you are able to download reports which document, in durable medium, information including the execution and status of your order, as well as review the current and historic state of your trades and Account(s). You understand and agree that such reports are deemed to be reports provided by us to you in a durable medium. We might not provide you with statements of account in relation to the financial instruments traded through your Account(s) or the availability of your Client Money or any other detail in any other form other than what is stated above.
35. You understand and accept that we will execute all your orders outside a Regulated Market,
Multilateral Trading Facility or an Organised Trading Facility (i.e. all Client orders will be
executed over-the-counter (‘OTC’)). By accepting the Agreement and placing any order with us you expressly provide your prior express consent before proceeding to execute your orders outside a trading venue. This consent is hereby provided in the form of a general agreement and not in respect of individual transactions.
36. We will take necessary steps to ensure compliance with the applicable rules and regulations.
Therefore, you agree to be bound by any decision we make in order to comply with any rule,
regulation or obligation of Smart Markets.
37. Where we provide you via our Website, the Software with any links to other
websites and/or resources from third parties, these links are provided for information only. We have no control over the content, quality or security of the information contained on those websites and/or resources, and therefore we cannot be made responsible for any losses that may arise from your use of these.
38. We take reasonable care in trying to ensure that any information and/or content, including
third-party features on our Website, the Software and e-mail communications
from us is accurate and complete. However, some information may be provided ‘as is’ and on an ‘if available’ basis and therefore we cannot give any warranties or representations (either expressed or implied), relating to the said features and any third-party information.
39. The product specifications and/or conditions are to be found on our Website, as amended from time to time. It is your responsibility to ensure that you remain updated with regards to our product specifications and conditions, as well as any other information and you shall take all necessary actions to safeguard your interest where you believe you may be affected. You understand that the product specifications and/or conditions may be varied. You will continue to be bound by the Agreement in the event of any of these amendments taking place. However, nothing in this clause will affect your right to terminate the Agreement, without any penalty whatsoever, subject to any existing obligations.
40. You understand that in order for us to provide you with our services, we may enter into
agreements with external service providers for any activity and/or operation we may conduct. As stated above, we will do our best to maintain the operation of our systems. Further, you understand and accept that we cannot and do not accept any responsibility for any means you use to access the services we provide and cannot guarantee the continued availability of any other person’s site or address.
41. Where you are in breach (or we have reasonable grounds to believe you may be in breach) of any term contained in the Agreement, we reserve the right to temporarily or permanently
suspend your access to the Software, Smart Markets website, your Account(s), and/or terminate the Agreement, and/or take any other actions as we may see fit in the circumstances.
42. By becoming a client of Smart Markets, you do not obtain any rights in any intellectual property
belonging to us. Our Website, the Software, any data, information, documentation and/or
creation shall be protected in accordance with the applicable laws and you shall have no right, neither at the time of entering into the Agreement, nor at any point of time in the future. All rights whether expressed or implied, and whether existing now or in the future are reserved.
43. You shall not cause or permit any actions to be caused, which might endanger or damage any intellectual property belonging to us and/or do any other act which would be damaging and or defamatory against Smart Markets.
44. You understand that you shall not copy, reproduce, duplicate, translate, assume ownership or otherwise of any rights belonging to Smart Markets.
45. We are required by law to take all reasonable steps to identify and manage any potential or
actual conflicts of interest between: a) Us and any Affiliate Entity or third-party. b) Us and you. c) You and any other client.
46. All money deposited by the Client with Smart Markets, received by Smart Markets or its agent on behalf of the Client, or that is, client profits on the Close Out of a Financial Product shall be deposited into one or more accounts nominated by Smart Markets and will be paid into a segregated bank account, which is typically when the Client pays money into the nominated account:
- without agreeing to the terms of a Financial Product by the next Day following actual receipt of the deposit; or
- without Smart Markets issuing the Financial Product immediately; or
- that is less than the price of the Financial Product, and Smart Markets does not issue the Financial Product immediately for the lesser price; or
- in excess of the price of the Financial Product, and the excess amount is not returned to the Client by the next Day.
Such segregation of the Client’s money does not fully protect the Client’s money from the risk of loss.
While the Client’s money is segregated from Smart Markets’s money, it may be co mingled with the money of other Clients and utilised by Smart Markets from time to time where Smart Markets is allowed to do so pursuant to Law.
47. Smart Markets shall be entitled to retain any interest earned on such segregated money held or invested by Smart Markets may use the funds in the client segregated account in accordance with applicable Laws.
48. The Client has no interest in or claim over Smart Markets’s contracts (if any) with any other person or in the accounts into which Smart Markets lodges or pays the funds which were withdrawn from the segregated accounts. The Client acknowledges that the balance of the Client’s account may not be protected if there is a default in the dealings with counterparties or in the overall segregated account balance.
49. Smart Markets enters into arrangements with Third‐Party execution providers for the facilitation of transactions and settlements, and avails monies received for Deposits and settlements which are not client money to such providers for this purpose.
50. When Smart Markets accepts money from a Client in connection with an Order, a Margin Call or a Deposit, the Client immediately receives reciprocal obligations from Smart Markets. The payment is not “client money”, but rather has purchased that reciprocal obligation from Smart Markets.
51. Each time the Client places an Order with Smart Markets, a confirmation of the executed trade will appear in the Smart Markets Trading Platform. The Client consents to receive Trade Confirmations by electronic means including, for example, through any Online Service.
52. Smart Markets will make available Daily and Monthly Statements via Smart Markets Trading Platform or any Online Service or Software provided by us. Following the end of day settlement time, provided the Client has transacted or has an open Position Smart Markets Trading Platform will produce a Daily Statement which will be emailed to the Client to their registered email address and then made available on the Smart Markets Trading Platform.
53. Following month‐end, Smart Markets will produce an electronic version of the Client’s trading statement which will be emailed to the Client and be available on the Smart Markets Trading Platform. This will provide the same details as the daily statements but cover all account movements and transactions opened for the month.
54. The Client is responsible for promptly checking all contents of Confirmations and the Daily and Monthly Statements. The client must immediately notify Smart Markets if there is an error in the Confirmation or the Statements. Smart Markets is entitled to assume that the Confirmations and Statements are correct unless the Client notifies Smart Markets of any error within 48 hours following us giving the Confirmation or the Statements becoming available to the Client.
TELEPHONE OR E-MAIL ORDERS
55. An Authorised User may request Smart Markets to accept Instructions and enter into Orders by telephone. Smart Markets has sole discretion to accept Instructions and enter into Orders by telephone.
56. Smart Markets may check the authority of the caller by requesting the caller give his or her name and confirming that such name has been notified to Smart Markets by the Client as an Authorised User. Upon such check confirming the identity of the caller, Smart Markets may assume that the caller has the full authority as previously notified by the Client.
57. The Client acknowledges and agrees, and will ensure that each Authorised User acknowledges and agrees, that Smart Markets may make a recording of each telephone Instruction and any other conversation (including Internet conversations e.g. chats) received from a Client or an Authorised User or between a Client or an Authorised User and Smart Markets. The recording remains the property of Smart Markets.
58. The telephone recording can be used by Smart Markets to confirm the terms and conditions of any transaction where there is a dispute with a Client as to the Trade Contract Terms of the transaction, and for training and monitoring purposes.
59. An Authorised User may request Smart Markets to accept Instructions and enter into Orders by email. Smart Markets may accept Instructions sent by email. The Client acknowledges and agrees that upon the acceptance by Smart Markets of the Client’s Instructions, the Client shall be bound by thoseInstructions.
60. Although Smart Markets will use all reasonable efforts to process the Client’s Order on a timely basis. However, Smart Markets shall not, in the absence of gross negligence or wilful misconduct, be liable for delays, damages, failures or errors in the completion of the Order.
61. Trading hours for Margin FX Contracts and CFDs vary and will depend on the relevant Underlying Instrument’s hours of operation. The trading hours are published on our website.
62. We are under no obligation to quote prices or accept Orders on a public holiday in any jurisdiction which, in our reasonable opinion, affects the relevant value of the underlying asset or assets to the OTC derivative contract Smart Markets offers. We give notice of such public holidays and the underlying asset or assets affected on the website.
CHARGES AND CREDITS
63. Where an Order for a Spot CFD is held overnight, the Order is subject to a Swap Charge or Swap Credit determined by Smart Markets multiplying the value of the contract at the end of the Trading Day by the Reference Interest Rate and adjusted for any dividend in relation to the underlying asset or instrument.
64. Where an Order for a Spot CFD is held at the Close of Trade on a Friday, the Swap Charge or Swap Credit is adjusted to reflect the cost of holding the position until the following Monday. Swap Charges or Swap Credits in relation to Spot CFDs are calculated and applied to your account at the beginning of the next Trading Day.
65. No Swap Charge or Swap Credit is payable where an Order for a Spot CFD is opened and closed on the same Trading Day.
66. Where an Order for a Futures CFD is held overnight, the Order is not subject to a Swap Charge or Swap Credit. Where an Order for a Futures CFD is held at the Close of Trade on the Close‐Out Date, the Order is automatically rolled over meaning that the contract is closed, and a new Order is created for the Futures CFD on the next Trading Day at the new contract price.
67. Smart Markets will not automatically roll over an Open Position for a Futures CFD held at the Close of Trade on the Close‐Out Date unless Smart Markets has provided reasonable notice to the Client of the Close‐Out Date and the position remains open after this date.
68. Where an Order for a Futures CFD is held at the Close of Trade on the Close‐Out Date, an adjustment will be applied to the Client’s account to reflect the difference between the old contract price and the new contract price for the Futures CFD less an administration fee of basis points payable to Smart Markets.
69. In addition to any other fees or charges set out in these Terms, the Client agrees to pay: an amount equal to any other fee charged or levied on Smart Markets, or other expense incurred by Smart Markets, arising from any action taken pursuant to this Agreement; and all relevant taxes and expenses incurred by the Client in connection with this Agreement.
70. The Client confirms and acknowledges that Smart Markets is, without limiting its powers to recover amounts owing by the Client to Smart Markets in any other way, permitted to deduct, without further reference to the Client, charges relating to any services provided by Smart Markets including administration charges (including but not limited to fees associated with returned cheques, payment processing, debt collection and telephone transcript copies), charges relating to the use of the Software and any transaction fees charged to Smart Markets by others with respect to the Client’s transactions including, but not limited to tracing fees.
71. Smart Markets may in its absolute discretion waive or reduce fees or transaction charges, for individual clients or for classes of clients, for any length of time, with or without conditions, without notice.
72. The Client acknowledges that should they affect an Order with Smart Markets, the Client must pay all transaction charges, fees, settlements, interest and any other amounts due under this Agreement on demand by Smart Markets in cleared funds or otherwise as required in accordance with the terms of this Agreement.
73. The Client agrees that Smart Markets may at any time share transaction fees and charges with any other persons without being required to disclose the sharing of such fees and charges to the Client unless such disclosure is required by Law.
74. A Client’s obligations under the Agreement must be guaranteed:
- where the Client (including a trustee) is a company, by each or of the Company; and
in any other circumstance,
- where Smart Markets determines, in its absolute discretion, that such guarantee is required.
75. The Guarantor acknowledges that Smart Markets is acting in reliance on the Guarantor incurring obligations and giving rights under this guarantee and indemnity. The Guarantor unconditionally and irrevocably guarantees to Smart Markets compliance with their obligations in connection with the Agreement, including each obligation to pay money.
76. If the Client does not comply with those obligations on time and in accordance with the Agreement, then the Guarantor agrees to comply with those obligations on‐demand from Smart Markets.
77. A demand may be made whether or not Smart Markets has made demand on the Client. If the Guarantor makes a payment that is subject to any withholding or deduction, the Guarantor agrees to pay Smart Markets such additional amount to ensure that the amount actually received by Smart Markets equals the full amount Smart Markets would have received had no withholding or deduction been made.
78. If, at any time:
- trading in any Underlying Asset on any exchange is suspended or halted; or
- trading is suspended or halted on any exchange which restricts trading with any relevant index so that Smart Markets is unable to determine the price of the Underlying Asset, then Smart Markets will take the price of the Underlying Asset as being the last traded price before the trading suspension or halt.
79. If the suspension or halt continue for 5 Business Days, Smart Markets at its discretion may Close‐Out your part or all of your Positions. When this happens, Smart Markets will decide the Close‐Out date and the Close‐Out value of your Contract in good faith (the Close‐Out value will be the Underlying Asset price x the number of Contracts). Smart Markets reserves the right at all time during any marketing limitations, suspension or disruption to adjust the price of any affected Underlying Asset.
80. This Agreement may be terminated immediately by the Client or Smart Markets by Notice to the other in writing. However, termination by either party shall not affect any Order or other transaction previously entered into and shall not relieve either party of any outstanding obligations arising out of this Agreement, nor shall it relieve the Client of any obligations arising out of any Order entered into prior to such termination.
81. In the event that Smart Markets is made aware of or has reason to believe any of the following: - that the Client has provided false or misleading information to Smart Markets; or
that the Client has participated or is participating or has assisted or is assisting in money laundering or terrorist financing;
that the Client is being officially investigated by law enforcement and/or regulatory agencies;
that abnormal trading conditions exist;
that Smart Markets is unable to make prices in the relevant Order due to the unavailability of relevant market information for reasons beyond Smart Markets control;
that the Client may be in possession of “inside information” within the meaning of the Securities Investments Business Law;
a Default Event has occurred;
an Insolvency Event has occurred in respect of the Client
then Smart Markets, at its sole discretion, may terminate this Agreement immediately by Notice to the Client, and Smart Markets shall be relieved of any obligations set out in this Agreement or arising out of the transactions contemplated by this Agreement, including any obligations arising out of any Order already placed with Smart Markets.
82. The trading systems of Smart Markets, are designed with safeguards to protect clients from encountering negative balances when trading under normal market conditions.
83. NOTE: The provisions of this policy shall not apply to:
• Force-Majeure Event understood as an act of God, war, terrorism, malicious damage, civil commotion, industrial acts, any exceptional market events, or acts and regulations of any governmental or supranational bodies or authorities which in the company’s opinion prevent an orderly market in relation to Client’s orders; • in abnormal market conditions or exceptional market movements/volatility; • where the company determines, in its sole and absolute discretion, that the negative balance is unrelated to the client’s trading activity (for example, where the debit relates to any fee or charges of the company); • where the negative balance is connected to or a result of, either or in, breach of any provision by the client of the Client Agreement of the company or from the breach of the market rules, including but not limited to the laws of the client’s country of origin, client’s country of residence or any country.
LIABILITY AND INDEMNITY
84. The Client shall indemnify and hold Smart Markets harmless from any and all liabilities, claims, costs, expenses and damages of any nature, including, but not limited to, reasonable legal fees and any fees and expenses incurred in connection with litigation, arising out of or relating to the Client’s negligence or willful misconduct, the violation of any Law by the Client, or the breach by the Client of any provision of this Agreement or if a Default Event occurs.
85. The Client also agrees to promptly pay Smart Markets for all damages, costs and expenses, including reasonable legal fees and expenses, incurred by Smart Markets in the enforcement of any of the provisions of this Agreement. Smart Markets is not responsible for any delays, charges or loss incurred due to errors in the payment or as a result of a delay in funds reaching the Client’s nominated account. The Client agrees to indemnify Smart Markets and be liable for any losses or charges incurred by Smart Markets arising from such error the Client’s behalf.
86. Smart Markets will not be liable under any circumstances for any, in or consequential loss (including any loss of profits) incurred by the Client as a result of any acts or omissions by a Third‐Party. Nothing in this Agreement is intended to limit or exclude any liability Smart Markets may owe the Client under any statutory rights the Client may have.
87. Please refer to us for further information on how we handle complaints under the Agreements. You acknowledge that our internal and external dispute resolution procedures don’t prevent us from commencing proceedings in any other relevant jurisdiction for the enforcement of any complaint determination.
NOTICES AND COMMUNICATIONS
88. Smart Markets may, to the extent of your authorization, send a communication under the Agreements to you or your Authorized Person.
89. Unless the Agreements expressly say otherwise, all notices, certificates, consents, approvals, waivers and other communications in connection with the Agreements: must be sent by email or other means that we specify from time to time; must be signed or issued by the sender (if an individual) or an Authorized Officer of the sender; and will be taken to be received upon sending, unless the sender receives an automated message informing them that the email has not been delivered.
90. Communications take effect from the time they’re received unless a later time is specified in them.
91. This Agreement shall be governed by and construed in accordance with the Law of the Republic of The Marshall Islands. The parties agree to irrevocably submit to the non‐exclusive jurisdiction of the Courts of the Republic of The Marshall Islands.
92. A provision of the Agreement that is void, illegal or unenforceable is ineffective only to the extent of the provision’s illegality or unenforceability, but the remaining provisions are not affected.
93. Any present or future legislation which operates to vary the Client’s obligations in connection with this Agreement with the result that Smart Markets’s rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
94. The Client’s Use of the Site and/or Trading Platform constitutes acceptance of this Agreement.
The Client agrees to do anything Smart Markets reasonably requests (such as obtaining consents, signing and producing documents and arranging documents to be completed and signed):
- to bind the Client and any other person intended to be bound under this Agreement;
- to show whether the Client is complying with this Agreement.
The following words shall have the following meanings:
Accept or Acceptance means, except in the case of a Third‐Party Online Platform, if the Client, or an Authorised User, indicate by either telephone, email, face‐to‐face or through an Online Service that they accept the Trade Contract Terms provided by Smart Markets. Account Value means the currency value of the Client’s Account which is calculated by Smart Markets combining: a) the equivalent balance of your Account in the Smart Markets client money trust
account; b) the Realised/Unrealised Losses and Realised/Unrealised Gains; c) indicative costs to Close (fees, Overnight interest); and d) the values of Positions not yet booked. Application Form means the form a Client must complete and submit to apply to open an account with Smart Markets.
Authorised User means a person authorised by the Client to access Smart Markets’s services and/or enter into Orders on the Client’s behalf. Base Currency means the first currency in a Currency Pair. The Base Currency is assigned a value when calculating exchange rates. Bought Swap Rate means the interest rate that applies to the Base Currency at the Close of Business on the relevant Trading Day. CFD means a Contract for Difference. Client, you or your means the Client named in this Agreement, together with its subsidiaries, affiliates, successors and/or assigns, as well as its officers, directors, employees and agents. Client Agreement means the completed Application Form and these Terms. Close of Business means 22:00 GMT. Closed‐Out means the termination of all or part of an Order. Close‐Out Date means the date on which all or part of an Order is Closed‐Out. Close‐Out Value means the Order Value at the Close‐Out Date. Corporate Action means payment of a dividend, scrip dividend or special dividend, a rights issue, open offer or free distribution of shares by way of a bonus, capitalisation or any other offer or issue to the holders of the underlying asset, a takeover, reverse takeover, merger, demerger, listing, delisting or suspension from listing or any analogous event directly affecting holders of the underlying asset; Currency Pair means the Base Currency and the Term Currency for a Margin FX contract. Cut‐Off Time means the time (AEST) for the destination country of the international payment by which cleared funds need to be received by us in order for an international payment to be made on any Day. These times are set out on the Website. Day means a day on which commercial banks are open for business (including dealings in foreign exchange) in the place specified by Smart Markets for that purpose. Daily Statement means an Account statement issued by Smart Markets on a daily basis. Daily Statements include details of: a) your open Positions; b) your new Positions; c) the opening cash balance on your Account, together with details of Account movements such as deposits, withdrawals or settlements; d) your closing Account balance for the day; e) profits or losses made on Open Positions (your open trade equity); f) the value of your Positions and movements on your Account in the currency in which your Account is denominated, indicating, where appropriate the consolidation rates used; g) other items affecting your Accounts, such as Rollover Benefits or Rollover Charges applied to yourAccount; h) profit or loss made on open Positions (your open trade equity); i) the liquidation value; j) your Total Margin Requirement; and k) your Margin excess or deficit. Default Event a) Each of the following constitutes a Default Event: any acts or omissions on the part of the Client; • Authorised User; or • the Client or Authorised User’s employee, agent or assignee (whether or not known to us, and whether or not acting in concert with other natural persons or algorithmic tools) which in Smart Markets’s sole discretion, are deemed as being: • negligence; • mistake; • wilful misconduct, (including commission churning, sniping, causing or contributing to or benefiting from a Quoting Error, moving the price of an underlying asset, scalping, arbitraging off‐market pricing); • the use, or allowing any other person (whether or not an Authorised Person) to use, any electronic device, software, algorithm or any trading strategy that has the purpose or effect of manipulating or taking unfair advantage of the way in which Smart Markets constructs, provides or conveys its bid or offer prices; or • the breach of any law; or • the breach of any provision of this Agreement. Deposit means the amount deposited by the Client with Smart Markets as requested by Smart Markets in relation to all Financial Products, at the time of booking and at any time prior to the Value Date which is a part payment toward the agreed Order value and not client monies. Deposit includes amounts deposited by the Client with Glenrock sas requested by Smart Markets in respect of any anticipated or existing Open Positions which the Client has or will have with Smart Markets. Financial Product means a foreign exchange contract or a transaction in which a Client and Smart Markets enter into an OTC derivatives contract based on the value of an underlying asset or assets (including but not limited to a currency or currency pair, a commodity, a precious metal or an index). Force Majeure means events or causes including, but not limited to, the following: an act of God, peril of the sea,unavoidable accident of navigation, war (whether declared or not), sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, flood, cyclone, earthquake, landslide, explosion, power or water shortage, failure of a transmission or communication network, epidemic, quarantine, strike or other labour difficulty or expropriation, restriction, prohibition, law, regulation, decree or other legally enforceable order of a government agency, breakage or accident, change of International, State or Commonwealth law or regulation or any damage of Smart Markets’s hardware or systems, unless occurring as a result of an act, omission, default or negligence of the Client or Glenrock. Free Balance means, at any time, the excess (if any) of the balance of the Client’s account at that time over the required Deposit. Futures CFD means a CFD where the value of the contract derives its value from an underlying asset or instrument whose price is quoted on a futures market. Fully Hedged Position means an Open Position that is equal and opposite of another Open Position. Guarantor means any person(s) identified as such in the Application Form. Instruction means any instruction or request given by the Client to Smart Markets relating to the execution of a Financial Product. Insolvency Event means any steps taken for: the winding‐up, dissolution or administration of the Client; the Client to enter into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them except for the purposes of a solvent reconstruction or amalgamation; or a receiver, receiver and manager, or other controllers, administrator or similar officer to be appointed with respect to, or takes control of, the Client or any of the Client’s assets and undertakings. Law means any local or foreign law, regulation or judgment, court order or sanctions regimes which Smart Markets is subject to. Long Party means in respect of any Order the party identified in the Trade Confirmation Notice as having notionally bought the underlying asset or assets to the OTC derivative contract. Margin Call means an amount, in addition to the Deposit, as solely determined by Smart Markets. Margin FX contract means a Margin Foreign Exchange contract. Mark to Market means the daily revaluation of an OTC derivatives contract entered into between Smart Markets and the Client to reflect its current market value rather than its original contract value. Smart Markets shall have the right, at its sole discretion, to determine the Mark to Market value on a daily basis. Merger Event means in respect of any underlyingasset: a) any reclassification or change of the underlying asset that results in a transfer of or an irrevocable commitment to transfer all outstanding securities of the same classas the underlying asset to another entity or person; b) consolidation, amalgamation, merger or binding share exchange of the issuer of the relevant underlying asset with or into another person (other than a consolidation, amalgamation, merger or binding share exchange in which such issuer is the continuing person and which does not result in a reclassification or change of all outstanding securities of the same class as the underlying asset);or c) takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 50% or more of the outstanding securities of the same class as the underlying asset that results in a transfer of or irrevocable commitment to transfer all such securities (other than such securities owned or controlled by such other entity or person). Notice means a notice required or permitted to be given under this Agreement or for the purposes of this Agreement. Online Services means the services which provide the ability for clients to transact with Smart Markets by way of an online trading platform including a Third‐Party Online Platform. Open Position is where the Client has entered into a transaction or contract with Smart Markets, and a further transaction is required in order to close the position; Order means a Financial Product entered into between Smart Markets and the Client under the applicable Trade Contract Terms. Order Value means for any Order, the Order price or rate multiplied by the Order quantity.OTC means Over‐the‐Counter. Partially Hedged Position means an Open Position that is opposite but not equal to another Open Position. Previous Order Value means, the amount calculated as follows: a) where the Order Value is being determined for the first time for an Order Contract, the Order Value at the commencement of the Order; or b) in all other cases, the Order Value at the most recent Valuation Time. Quoting Error means a liquidity provider error, a software error, a typographical error or obvious mistake in a quote or indication and includes quoting delays. Reciprocal Obligation means Smart Markets’s obligations to the Client in relation to an Order, a Margin Call or a Deposit. Reference Interest Rate means that interest rate provided by our liquidity provider plus Smart Markets’s transaction fee. Sell Swap Rate means the interest rate that applies to the Term Currency at the Close of Business on the relevant Trading Day. Share CFD means a Financial Product where the underlying asset is a security listed on an exchange. Short Party means in respect of any Order the party identified in the Trade Confirmation Notice as having notionally sold the underlying asset or assets to the OTC derivative contract. Spot CFD means a CFD where the value of the contract derives its value from an underlying asset or instrument whose price is quoted on a spot market. Swap‐Free Account means an account offered by Smart Markets at its sole discretion, which is designed specifically for, and available only to, Clients who cannot receive or pay rollover interest on overnight Open Positions for religious reasons. Term Currency means the second currency in a Currency Pair. Terms mean these terms and conditions, together with all schedules, attachments or other documents attached. Third‐Party means any entity with whom Smart Markets has entered into an agreement or arrangement whereby Smart Markets offers the Client access to that entity’s online trading platform (“Third‐Party Online Platform”) for the purpose of the provision via the Third‐Party Online Platform of additional services to the Client. Third‐Party Online Platform means any online trading platform offered by a Third‐Party. Trade Confirmation Notice means a document signed by the Client and Smart Markets confirming the details of the Financial Product entered into between the Client and Smart Markets. Trade Contract Terms means the price, timing and other details (as contained in the Instructions) Smart Markets provides you, either verbally or via the Internet, at which the relevant Order can be purchased or sold.Trading Day means Monday to Saturday including public holidays for all assets except Cryptocurrency CFDs.Trading Day for Cryptocurrency CFDs means Monday to Sunday including public holidays.Value Date means either the Day selected by the Client and agreed by Smart Markets for the settlement of an Order or if there is no such Day, the future value date after the execution of an Order by the Client and includes any agreedvariation to the original date, being either an earlier or a later date.Valuation Time means the Close of Business on each Day or any other time Smart Markets decides in its absolute discretion.Smart Markets, we, Company, our or us means Glenrock Pro Global LTD. Website means the Smart Markets website https://smartmarkets.fm/