Contract with the Private Client (ETFs) CLIENT’S DATA
Date of birth
This agreement is ruled by the English version which will prevail whenever there is any discrepancy between the English version and the Spanish version. This contract with the client, along with the Attachment(s) and attached documents, with periodic modifications, (this “Agreement”) establishes the terms of the contract between you and us. Please, read it carefully and let us know as soon as possible if there is something you do not understand. When signing the Agreement, you confirm that you wish to benefit from the multiple services of our company, and accept the terms and conditions of the Agreement. You declare that all information provided in the process of consolidation of projects of businesses and investment amongs you and diverse organizations selected by us is true. In the present Agreement, except if the context indicates otherwise, the words in singular will have to include both their plural and vice versa; the words in certain gender will include all the genders; the word “person” includes both natural and legal people; and the headings will be only for comfort and they will not affect the interpretation of the contents in the paragraphs.
2 SERVICES (1) The present Contract establishes the basic conditions that will govern all the Operations that we conduct with you as well as any Operation celebrated between you and us, valid or pending, at the time of the formalization of the present Contract or later. Except for otherwise agreed, you will have to celebrate another Contract with us with respect to any other service that we decide to provide to you. As a client you are hiring the opening of an investment account with us, to operate in the buying and/or selling of ETFs (Exchange Traded Funds) in the OTC (Over the Counter) market. Our commercial service ETF supports a high risk level and it can inflict losses that exceed your initial payment. Our commercial service is not recommendable to all people. In the General Risk Warning section a complete explanation of the risks associated to our commercial service ETF can be read and you must make sure that you understand totally these risks before formalizing this Contract with us. (2) You acknowledge that the Contractual Information is provided only with an orientation purpose and it is possible that it be inaccurate at the moment at which you open or close an Operation. The valid information that is gathered by the Contract will be the one that we disclose on our Website(s) that will be able to be updated from time to time. (3) We will act on your behalf as the main holder and not as an agent. You will conduct each and every Operation with us as the main holder, and not like agent of a third not identified party. This means that, except for otherwise agreed in writing we will treat you like our client to all effects and you will be directly and personally responsible for the fulfillment of all inherent obligations to all Operations that you perform, regardless of the fact that you are dealing with us directly or through an agent. If you act in association or in representation of a third party, regardless of the fact that you communicate to us the identity of such, we will not accept such person as an indirect client and we do not assume any obligation before the same, unless specifically agreed in writing. (4) You agree that, except for otherwise agreed in the present Contract, we are not forced: (a) to be convinced that a certain Operation is advisable for you; (b) to supervise the situation of any Operation or to advise it on the matter; We will be able, to our total discretion, to provide information to you in relation to any Operation on which you, or your agent, had asked for information, especially in relation to the procedures and the risks that such Operation implies and on the ways to reduce the risks. However, we do not assume any obligation to communicate this information to you and, in case of doing it; this will not constitute advice on investments. If, notwithstanding the fact that the format of services between you and us is of “execution only”, any broker employed by us expresses his opinion (either as an answer to your request or for other reason) in relation to any Instrument, you accept that it is not reasonable to be based on and you are not entitled to be based on this opinion and that such will not be considered advice on investments. (5) You agree that, with respect to negotiations according to a format of services of “execution only”, you are based on your own criterion to open and close or to avoid opening or closing Operations with us and also decide that, in relation to services provided in accordance with the formats of “only execution” and advice, we do not assume any indirect or consequent responsibility by losses (including, merely for declarative purposes, losses or loss of opportunities or dismissed profit, derived from the lack of obtaining predicted benefits by you), costs, expenses or damages which you had incurred due to any inaccuracy or mistaken information from the advice
provided by us, or in which we had not given timely information or advice, for merely declarative purposes, information or advice regarding any of your Operations with us. You recognize and decide that if, under any circumstance, we did not advise nor recommended any action with respect to an Operation, it does not imply that we advise to not carry out this action (or any other) related to the Operation. With subjection to our right of annulling or closing any Operation in the established specific circumstances in the present Contract, any open Operation by you after this inaccuracy or mistake will continue being as much valid and binding in all aspects for you as for us. In general terms, we will not provide you with any type of advice, except for the one related to the services of execution. When carrying out transactions with or for you, it will not be understood that we recommend them, whether we agree with them or they are advisable for you. For the fulfillment of the indicated assignment, we will be able to contract independently, other third companies to help reach the proposed objectives. 3 CONFIDENTIALITY Each one of the parties, in the development of the present contract, will indirectly be receiving directly and/or confidential information by the other (including, but not limited to associates) such as the identity, address and/or telephone numbers of clients, agents, brokers, buyers, salesmen, financiers, intellectual property, in future “confidential sources” and/or banking accounts, participant codes of transaction, banks, organizations, from now on “Confidential Information ” that the other party has been acquiring in time, through an enormous cost, expense and efforts. For this reason, we determine that all the information is confidential including, but not limiting, the one referred by the parties like a “confidential source,” and “confidential information” therefore, it will be considered like exclusive property by the party that contributed the information. None of the parties (including but not limiting any agent, associate, affiliates and/or representatives, directly or indirectly, of anyone of them) can, directly or indirectly, contact a “confidential source” of the other, regarding matters of banking or financial transaction, or contact or negotiate with a “confidential source” or make use of no “confidential information” of the other parties, but only through this party or with his express consent, which must consist in writing in each particular case. The parties or their affiliates cannot contact or make transactions or somehow become involved in any transaction with companies, associates, shareholders, individuals, banks, trust, or institutions of loans that have been presented on the other party, without a written permission of this party. Any violation of this pact will be considered as a test of breach and the responsible party will be responsible for the damages and caused damages to the other party. The parties decide that neither they, nor through any agent, associate, affiliate and/or representative, or directly or indirectly will reveal or be the cause to reveal to no other third person the “confidential information” that he has obtained or he has been able to obtain during the contractual relation between the parties and therefore, this information will remain and will be considered confidential. The parties decide, also, that facing any violation in this agreement, the party that is responsible for the breach and/or violation will have to pay the other for the following:
(a) damages for not having avoided the violation to the confidentiality, agreed herein if it applies, plus (b) all the losses and/or damages caused to the party affected in regard to the violation of this agreement, plus (c) all the reasonable expenses incurred regarding the legal proceedings to solve the situation brought about by the violation in this agreement plus (d) all the related reasonable amounts of lawyer fees. 4 RISK AWARENESS The Client is conscious and accepts the risks derived from the operations and all related transactions. The risk of loss in the operations can be substantial. Before entering operations, the Client recognizes that he/she has understood: ● The nature and the foundations of the operations and the market of such operations; ● The measurement of the economic risk in which the client exposes themselves as a result of these operations (and to determine that this risk is advisable for the client based on his specific experience in relation to the financial operation and his objectives, circumstances and resources); ● The legal terms and conditions for such transactions. The client also must consider the following: ● The client understands the terms and conditions of the operations to perform, including, without limitation: o The terms as far as price, date of due date, restrictions to the exercise of an ETF OTC and the material terms of the operations; o Any term that describes the risk factors, such as volatility, liquidity, and so on, and o The circumstances under which the client can get to be the forced to make or accept a transaction of financially geared ETFs (if applicable). Under certain market conditions, the client can find difficult or impossible to eliminate a position, to evaluate to a right price or to evaluate the exposure to risk. This can happen, for example, when the market for a transaction is unpaid or when there is a failure in the electronic systems of telecommunications, or when the occurrence of an event of “Force Majeure”; placing contingent orders, such as “stop-loss”, do not necessarily limit losses to the anticipated amounts, since it can be impossible to execute these orders by virtue of certain market conditions. When placing a “Stop order” or “Stop loss order”, the client must be conscious that the conditions of the market can cause the closing to be in another price than the one initially asked for. Because prices and characteristics of OTC transactions are negotiated individually and a central source for obtaining prices does not exist, there are inefficiencies in the fixation of prices of transactions. The Company therefore, cannot and it does not guarantee that the prices or the prices of the company assures for the client is or will be, at any time, the best prices available for the client. The Client accepts that the Company has the right, although is not forced, to request personal data with the purpose to settle down his identity with a greater security. The company will not bear any responsibility as a result of refusing to execute any order(s) sent by a person whose identity is considered that has not been sufficiently established.
5 COMMUNICATIONS (1) It is your responsibility to make sure that you have notified us at any moment, your address and correct and updated contact data. You must immediately inform any change in your contact and address data to us by means of written notification, unless we decide some other form of communication. (2) It is possible that we communicate with you by telephone, letter, fax, email or message and you allow us to call you at any time by telephone. We will use the address, fax number, text number or the address for electronic mail specified on opening account application form or any other direction or number that you later notify us. Unless otherwise specified, you accept that we will be able to send the warnings by electronic mail. (3) All type of correspondence, documents, and notifications in writing, confirmations, messages or account Statements will be considered properly given: (a) if they are sent by mail to the last address that has been notified to us, the following working day after being sent by mail; (b) If they are sent to the last address that has been notified to us, immediately after having been delivered in such address; (c) If they are sent by fax, text message or telex, immediately after the transmission to the last fax number, mobile telephone or telex that you have notified us; (d) If they are sent by email, one hour after the transmission to the last address of email that has been notified to us; and (e) If they are placed in our Service of Electronic Commerce as soon as they have been placed. (4) You will be responsible to opportunely read all the warnings published periodically in our website. (5) Although the communications by email, Internet or any other way of communication by electronic means are generally trustworthy, no electronic system of communication is completely trustworthy nor is it always available. You recognize and accept that failures or delays of the communications that we sent to you by email, message of text or by other means either by mechanical failures, of software, computer science, of telecommunications or other failures of electronic systems in no way will invalidate nor harm in no other way this communication nor any Operation to which it is related. We do not assume any responsibility before you by losses or damages, for any cause, derived direct or indirectly from any problem or delays, by you or our party, in the reception of an email or other electronic communication. Also, you understand and accept that emails, text messages and other electronic communications that we send to you cannot be codified and, therefore, they cannot be safe. Because we cannot control the intensity of the signal, your reception or your deflection via Internet or any other electronic mass media, configuration of clientâ€™s equipment or the trustworthiness of the connection of this one, we cannot be responsible, by claims, losses, damages, costs and expenses, including legal fees, caused directly or indirectly by an interruption or failure of the transmission or communication, systems or computer science facilities, not concerning to whom it belongs, you, us, any market, any establishment, supplier or system, when you carry out transactions through Internet online.
Operations in an electronic system can differ from operations in an interbank market and from other systems of transaction. If you decide to adopt this modality, you will be exposed to risks associated to the computer science System, including faults of hardware and software. Consequently, your orders can be processed erroneously or not be executed. You are forced to maintain your passwords private and to make sure that third parties do not have access to the platforms or facilities of negotiation. You will be responsible before us by transactions done by means of client password, even if they were used in illicit form. (6) You recognize the risk that implies the possibility that all the communications by electronic means do not arrive at their addressee or the possibility that they arrive late by reasons other than our control. You accept this risk and decide that in case we do not receive, or that we receive late, a offer or communication that you had sent by electronic means, either by mechanical failures, of software, computer science, of telecommunications or other failures of electronic systems in no way will invalidate nor harm in no other way this offer or communication nor no Operation to which is related. If, for some reason, we cannot accept your offer by electronic means, we will have the power but not the obligation to offer additional information to you by offering the alternative to place your offer by telephone so that we can take the necessary measures to inform you of this possibility. (7) Our registries, unless it is demonstrated that they are mistaken, will be a proof of your operations with us in relation to our services. You will not disagree to the admission of our registries like proof in any process because these registries are not original, they are not in writing or they are documents produced by a computer. You will not depend on our company to perform your to take registries, although you can have ours at our absolute criterion upon request. ( 8) You accept we have the power to record the telephone conversations between you and us. These recordings will be of our absolute and exclusive property, and you accept that they will constitute proof of the communications between us. 6 INSTRUCTIONS (1) To our absolute discretion we will be able to accept an â€œOrderâ€? from you. An Order is an offer to open or close an Operation if our price moves at a level specified by you, or beyond this. (2) When using our Orders you specifically recognize and accept that: (a) You are responsible for understanding the way in which an Order works before placing any of such Orders with us and that you will not place an Order unless you totally understand the terms and Conditions corresponding to that Order. Details of the way Orders work can be found in the Contractual Information or can be asked to our brokers. (b) We will be able to accept or not Orders to our absolute discretion, not all the Orders are available in all the Operations. (3) If we accept an Order and shortly after an event happens that means that it is no longer reasonable that we act with respect to that Order, we will have right to ignore that Order and we will not be responsible before you as a result of that action. We have the right (but not the obligation) to determine limits and/or parameters to you to our total criterion to supervise your capacity to place orders. We will be able to modify, increase, diminish, eliminate or add to such limit and/or parameters to our total criterion and can include (without limitation):
1. Control on the amounts and maximum volumes of orders. 2. Control on our total exposure to Clientâ€™s operations. 3. Controls on the prices to which the orders can be presented including, without limitation, controls on the orders that are to a price that differs markedly from the market price at the moment which they register in the order book. 4. Controls on electronic services (including, without limitation, any procedure of verification that assures that certain order or orders come indeed from the client), or 5. All the other limits, parameters or controls that we must implement in accordance with the applicable standard. We will make efforts within the possible means to execute your orders without delay, but, when accepting we do not manifest nor guarantee that it is possible to execute this order or that the execution is possible in agreement with your instructions. Once the instructions have been given by you or for you, these could not be terminated, be withdrawn or amended without the express consent of us. We will be able, according to our criterion, to refuse any instruction of negotiation given by or for you without giving reasons or to be responsible by any inflicted loss for that reason. Once instructions have been given by you or for you, these may not be rescinded or withdrawn. You will have to give us a precise instruction that can be required for this with respect to any contract or contractual proposal. If you do not provide precise instructions, we will be able, to our absolute criterion, to take the considered pertinent measures, being paid by you, according to which we consider pertinent for our own protection or your protection. We will not be responsible for any loss, cost, expense or responsibility undergone or incurred by you as a result of the given instructions or any other communication conducted by you or authorized person for it. You will be totally responsible for the accuracy of all information that you send us. 7 PAYMENTS (1) All payments that must take place in accordance with the present Contract, aside from the payments of Financial gearing and of Premium of Limited Risk which are indispensable and payable in accordance with Annex I and Annex II, respectively, are indispensable immediately after our requirement, verbal or in writing. Once demanded, such payments must take place by you and we will have to receive them in their total value: (a) in the cases when the requirement is performed before noon of any day, It is expected to be performed no later than noon of the following working day from the day in which we carried out the requirement; or (b) In the cases when the requirement takes place after the noon of any day, no later than 3 pm of the following working day in which we carried out the requirement. (c) Payments due (including payments of financial gearing ifany) will be required, unless we decide or we specify in another way, in American dollars. (2) We will not be forced to send any money to you that would reduce the balance of your account (considering current losses and gains) with respect to your open Operations. With subjection to it and the following Clause, funds with deserving balance of your account will be sent to you, if you
ask for it. In case you do not present this request, we will not have the obligation but the faculty, to our total discretion, to send these funds to you. Except if agreed otherwise, you will have to become responsible for all the banking positions, independently of their origin. These funds will be sent to the banking account that you had notified to us ahead of time, save in exceptional circumstances in that we will be able, to our total discretion, to evaluate other alternatives that we consider suitable. (3) Notwithstanding our right to demand the payment from you in accordance with the previous Clauses, we will have the power, at any moment, to compensate the losses which you have incurred with respect to your accounts or any indebted balance of any account (including a joint account or an account with an Associated Company) which can have an interest with the amounts or other assets that we have on your name or have deserving balance, in any other account (including any joint account and any account with an Associated Company) in which you could have a participation. If indebted losses or balances surpass the amounts controlled as herein previously indicated, you will have to pay for the difference immediately to us, independently if we ask for it. Also you authorize us to compensate the amounts that we have in your name or that you have with deserving balance in any joint account with the losses which your account co-holder had incurred. Also, you authorize us to compensate the losses which you have incurred with respect to your account(s) or any indebted balance in your account(s) in any of our Associate Companies with any deserving balance that you own in your account(s) (including all joint account) that you have with us. (4) You will pay interests on due amounts with respect to any Operation and any other imposed general surcharge to the accounts (for example tariffs by data of the market) whose payment is not fulfilled in the date of pertinent expiration. Interests will be paid daily from date of expiration to date in which the totality of payment is received, to a type that periodically does not surpass in a 8% our type of applicable reference (details upon request) and will be payable on request. (5) The fact that, in one or more occasions, we do not make demand or excise our right to insist on precise payment (including our right to insist on immediate payment of financial gearing if applicable) will not constitute a resignation nor an impediment to make that right executable. 8 FOLLOW UP OF THE TRANSACTIONS The client must constantly verify the content of each received document from the company and all the transactions published on its online service. These published documents and transactions, in the absence of Manifest Mistake, will be conclusive unless the client notifies immediately in opposition to the company after having access to this information.
9 BREACH (1) Herein the â€œCases of Breachâ€? are detailed: (a) The breach to perform any payment (including payments of financial gearing if applicable) to any of our Associated Companies in accordance with the stipulated conditions in the Clauses of this contract;
(b) The breach of some of your obligations before us; (c) when, as a result of an Operation or series of Operations or losses conducted or not conducted on any Operation or series of Operations that you had opened, it surpasses any credit limit or of other type determined for your activity of negotiation; (d) If you are an natural person, your death or your incapacity; (e) if a third party brings a lawsuit so that you declare bankruptcy (if you are a natural person) or liquidation or so that a liquidator or a judicial administrator is appointed for you or part of your assets (if it is a company) or, in both cases, if you sign any agreement with the creditors or if another similar or analogous procedure with respect to you begins; (f) when any statement or guarantee that you had carried out in this Contract, including but not limited to the declarations and guarantees in Clauses 18 and 19 is or happens to be false; (g) You are or happen to be incapable to pay for your debts at the moment at which they are indispensable; or (h) any other circumstance by which we have reasonable reasons to think that it is necessary or advisable to take some measurement in accordance with Clause 15 (2) with a view to protect us or to protect all or some of our clients. (2) When there is a case of non compliance in relation to your account(s) or in relation to any account(s) that you have with some of our Associated Companies, we will be able, to our total discretion, at any time and without previous warning: (a) to close or partially close all or any of your Operations at a Level of Closing based on the effective quotes or prices in the pertinent markets or, if not existing, at the levels that we consider right and reasonable and/or to erase or to place any Order in your account with a view to reducing your exposure and the level of financial gearing (if applicable) or other funds that you owe us; (b) Exchange any Currency balance into your account to other Currency; (c) to exert rights of compensation in accordance with the Clauses on Payments, to retain funds, investments (including interests or other payable amounts on the same) or other assets owed to you, and to sell them without previous warning to the price in the way that we decide, using a reasonable criterion, using the product of this sale and paying the costs of the same and the amounts obtained by virtue of this Clause; (d) to demand the payment from you of interests on any pending funds of payment, from the closing of the activity of negotiation of the date in which the funds begin to be indispensable in which the payment takes place, to a rate that does not surpass a 4% of the rate base applicable by the central bank on the opportune moment; (e) if you have not made the payment at the moment at which it began to be due, to inform your partner, the company for which he works or to any professional organization, regulating or another type to whom he is associate, or to any person whom we consider that it could interest to you to know the information on the pending amount payment, the circumstances of the same, the fact that it has not fulfilled the payment and any other fact or pertinent information. When celebrating the present Contract, you specifically allow that we transmit this information in the mentioned circumstances;
(f) To close all or some of the accounts of any nature that you have with us and to deny to us to conduct more Operations with you. (3) If we take some measure according to the previous Clause, unless to our total discretion we consider necessary or advisable to do it without notifying to you previously, we will take all the reasonable measures that we could to inform you on the matter before exerting such rights. However, the measures that we take in accordance with the previous Clause will not be annulled in case we follow the procedure before indicated. (4) In case you do not fulfill a requirement of payment of financial gearing (if applicable) or in case you have surpassed any credit limit or another limit that has paid attention for your account, we will be able, to our discretion, to allow you to continue negotiating with us, or to allow you to open Operations so that they stay open, but this will depend on our evaluation of your financial situation. (5) You recognize that, if we decided to allow you to continue negotiating with us or open Operations so that they stay open in accordance with the previous Clause, this can give as a result that you incur additional losses. (6) You recognize and decide that, when closing Operations in accordance with the present Clauses of Breach, can be necessary that â€œwe segmentâ€? the Order. This can make that your Operation closes in parties to different prices from demand (in the case of the Sales) or prices of offer (in the case of purchases), which can give as result a Level of total Closing for your Operation that makes you incur more losses in your account. You recognize and accept that we will not be responsible before you as a result of any of such segmentations of your Operations. 10 STATEMENTS AND GUARANTEES (1) You state and guarantee and decide with us that each statement and guarantee are considered renewed whenever it open or close an Operation in reference to the predominant circumstances at such moment and declare and guarantee the following: (a) That the information that you have given us in the request application and at any time from then it is true and accurate in all aspects; (b) that you are properly authorized to grant and to formalize the present Contract, to open each one of the Operations and to fulfill your obligations by virtue of the present and of these Operations, and have taken all the measures necessary to authorize this granting, formalization and fulfillment; (c) That you will celebrate the present Contract and will open each Operation as a main one; (d) That any person representing you in the opening or closing of an Operation will have to be properly authorized to do it and, in case it is a company, the person that celebrates the present Contract in your behalf will have to be properly authorized to do it in your name; (e) That you have obtained all the authorizations and the consents, governmental or of another type, necessary in relation to the present Contract and the opening or closing of Operations, and these authorizations and consents are valid and in effect, and all Conditions have been fulfilled or they will be fulfilled;
(f) that the granting, formalization and fulfillment of the present Contract and each Operation will not infringe any law, regulation, statute, decree or norm applicable to you, the jurisdiction in which resides or any Contract by virtue of who you are forced or your assets are affected; (g) That in exceptional circumstances, you will not send funds to your account(s) nor will ask for funds to other banking account that is not the one that is identified in your opening form of account or we decide otherwise. We will determine if exceptional circumstances when it is opportune (h) you will use the services offered by us in accordance with this Contract of good faith and, to this objective, you will not use any electronics, software, algorithm nor any strategy of negotiation (â€œDeviceâ€?) that looks to manipulate or to take unfair advantage in the way we constructed, offer or transmitted our prices of offer or demand. You accept that to use a Device by means of which in your negotiations is not subject to risks from which your Instruments of the market descend it will be a proof that you are taking unfair advantage from us; and (i) You will not use our prices of demand and offer for any intention except for your own negotiations and accept not to distribute our Prices of Offer and Demand to no other person, or who this redistribution is with commercial aims or of another type. (2) The present Contract picks up the totality of the Agreements between the parties in relation to the services of negotiation that we offer. (3) We do not guarantee the operation of our Website(s), our Services of Electronic Commerce neither any type of software nor guaranteed that they are compatible with the equipment used by you for any aim in particular. 11 RECORDING OF THE CONVERSATIONS You declare that you know and accept that we could record, without the use of an alert tone, all the telephone conversations between the parties (but it is not forced to it). These recordings will have to remain in our possession and you accept to use them or to use a transcription of the same as a proof of ours in any dispute or beginning of this one between the parties on this agreement. Any recording or transcription made by us could be destroyed by us according to our usual practices. 12 PREVENTION OF MONEY LAUNDERING The client knows and accepts that the company must fulfill the norm of Money laundering of Anguila, including the law on Money Laundering of the 2010 of the journal on April 29th, 2010 (Anti-money Laundering (Amendment) Regulations, 2010). In the application of this norm, the client recognizes that he could have losses as a result of instructions non executed or the slowed down execution of instructions. Also, the client accepts and recognizes that the company, in the application of the normative on money laundering of Anguila, could ask for additional information of the client on the circumstances of certain transactions, and to carry out other activities in disfavor of the client and as such accepts to provide this information and the execution of these activities by the company.
We do not have the obligation to carry out any additional verification of the signatures of the clients or their legal authorized assignees. We will not be responsible for any falsification or false identification that might take place 14 JOINT ACCOUNTS Joint accounts in the case of existing more than a signer in the account both will be considered as a single client and agrees that each is authorized individually to: a) To invest with the account with the restrictions contained in the agreements of the account, b) To receive all the correspondence and documents referred for the account, c) To receive or to withdraw money of the account d) To execute agreements referring to the account, and e) To deal with us in individual form with the same effect as if it had been acted in collective form. We have authority to require the common stock by the parties of the account in the matters of the account. 15 CLAIMS Any claim of the clients on the execution or nonexecution of any order, and any controversy regarding an account either another communication of the company must be emitted immediately after receiving the information, but no later than a day after the date of the communication; or otherwise, the corresponding execution or execution and declarations and the communications will not be understood that it has been approved. In the case of a delayed claim, the Client will support any resulting loss. If the client does not react in agreement with this clause within the determined term, it will be considered that the declarations have been accepted. The express or tacit recognition of the statement of account implies the approval of the entries that contains and any of the reserves that the company can formulate. Any claim of indemnification must be directed in writing (by mail) by the Client or his representative to the address of the company for the attention of the Director Executive. The Client recognizes that the company will not respond to any claim that is not addressed in writing and/or it has not been signed by his author. (1) Any question will have to be formulated to the department of client services or to our brokers. The solved questions and claims are not handled by our departyment of fulfillment in agreement with our procedures for claims, whose copy will be able to be consulted on our Website(s) or that you can ask to be sent to you. (2) Notwithstanding any other right to close Operations by virtue of the present Contract, when it has arisen a controversy between you and us with respect to an Operation or supposed Operation or to any communication regarding one Operation, to our total discretion and without previous warning, we will be able to close this Operation or supposed Operation, if we have reasonable reasons to think that this measurement is advisable with a view to limit the maximum amount object of the controversy, and did not assume any obligation before you in relation to any later movement in the level of the referred Operation.
In case we close one or more of your Operations in accordance with the present Clause, this measure will not be in detriment of our right to defend us in relation to any controversy around the fact that we had closed this Operation or you had never opened. We will do everything within our reach to inform to you into which we have taken these measures as soon as possible. 16 RATES AND PRICES The company will acquire the rates and tariffs of your services according to your Table of rates and prices with which the client declares to agree. These quotas and tariffs are published on our Website. The client recognizes specifically that the company can pay remunerations to third parties, such as seeking of businesses and/or managers of external assets by virtue of cooperation agreements. These remunerations will be able to be based on the volume of assets and/or rights related to the transaction and the rates in any client transaction. The client will receive special information of the company in any additional spread or commission that can be acquired according to the contract. The client understands and agrees in which the company can receive payments or other pecuniary benefits of any type, of third parties. These payments will be able to be based on the volume of the invested assets and/or can be based on the volume of the clientâ€™s transaction. The client agrees that these payments can be treated and be conserved by the company like additional compensation to the paid one by the client services provided by the company, and the necessity of not reimbursing to the client. The company will not be forced to reveal the nature or matters of any received payment. 17 CLIENT FUNDS (1) The money that we receive from you or we keep on your behalf we will administer it in accordance with the normative on Client Funds. (2) We will be able to maintain the funds of the clients in a banking account for clients who are outside the EEA. The legal and normative regime that will be applied to this bank will be different from which is applied in the EEA and in case of insolvency or any similar breach on the party of this bank, your funds will be able to be dealed with a way different from which would be applied if the funds had stayed in a bank in the EEA. We do not assume any responsibility by the solution, the acts either omissions of any bank or another third party that keeps the money. (3) Our policy does not contemplate the payment of interests to the clients on the funds that we have in your behalf. When formalizing the present Contract, you resign to any right to perceive interests in accordance with the normative on Client Funds or otherwise. (4) In case there have not been movements in your account during a period of at least six years (notwithstanding any payments or receipts of positions, interests or similar entries) and we are not able to take a pursuit of your movements in spite of having taken all the necessary measures to this end, you accept that we will be able to stop dealing with your money like clients funds and in addition that the ownership of this money irrevocably will be transferred from you to us. (5) General: After warning you appropriately of the risks, we can decide that the money transferred to us is not kept according to the normative on Clients Funds. Such an agreement must appear in our Contract, take your signature and arrive to us through fax or scanned by email. Following this agreement, we will consider any transference of money that we receive from you like money on which we have the absolute property with the object of assuring or covering your present
obligations, future, real, possible or potential and we will not keep this money in agreement with the Normative on Client Funds. As the ownership of the money has been transferred to us, no longer will the property of the money be able to be protested, and we will be able to handle it in our benefit and you will be classified like a general creditor of ours. When placing money with us under an agreement of ownership transference, you accept that all the money that you place in this account in anticipation of an Operation and that therefore your intention is to assure or to cover your present obligations, future, present, contingent or prospective towards us. You will not have to place any money with future, present, contingent or prospective with us that is not for the intention to assure or to cover your present obligations, towards us. Possible Counterparties: If we classified you at any time as a Possible Counterparty, you accept in writing that we will be able, without a separate agreement, to treat the money that you transfer to us like a transference of total ownership of the money in order to assure or to cover your present obligations, future, present, contingent or prospective and that such money will not stay in agreement with the Normative on Client Funds. 18 CREDITS The information on any agreement of credit that could be to your disposition establishes or it will settle down the terms, conditions and limits that remain independently by correspondence and will be subject to the same. We reserved the right to modify any agreement of credit that at some time we have decided with you. You recognize that when we negotiate with you on a credit, no limit in your account or any amount of financial gearing that you have paid, limit your potential losses with respect to an Operation. You recognize and accept that your financial responsibility with respect to us can exceed the level of any credit or another limit of your account. 19 CONFLICTS OF INTEREST (1) You acknowledge that we and our Associate Companies provide diverse services to an ample range of clients and Counterparties and circumstances can appear in which we, our Associate Companies or a Pertinent Person can have a material interest in an Operation with or for you or which you arise a conflict between their interests and those from our clients, those of the Counterparties or ours. (2) We can execute or plan the execution of an Operation with you or in your behalf in relation to which we, our Associate Companies or a Pertinent Person can have other direct or indirect material interests. (3) Perhaps your Operation matches with the one of another client and we as much act on his behalf as in yours. (4) With subjection to the applicable Standards in the British Virgin Islands, we can pay and accept of third parties (without having to render accounts to you) benefits, commissions or remunerations that are paid or received as a result of the Operations that you have carried out. (5) We can create a market in Operations which you enter under this Contract. (6) Besides general circumstances previously settled down, we do not have any obligation to communicate that us, our Associate Companies or pertinent people have a material interest in a particular Operation with you or that in a particular circumstance exists a conflict of interests, as long as we deal with such conflicts in agreement with our Conflicts Policy. When we consider that
the arranged policy in our Conflict Policy is not sufficient to treat a particular conflict, we will inform to you the nature of the conflict so that you can decide how to proceed. We do not have any obligation to render account to you of any benefit, commission or remuneration obtained or received from or due to Operations or circumstances in which we, our Associate Companies or Pertinent Person have a material interest or when a conflict of interests in concrete circumstances can exist. (7) You recognize that you are conscious that the conflicts contemplated in this Clause can arise and, however, allows us to act. 20 MANIFEST MISTAKE (1) We reserve the right, without your consent, to annulling from the beginning or amending the terms of any Operation contained or based on an Mistake which we consider, within the reasonable, which is evident or clear (a â€œManifest Mistakeâ€?). If to our discretion we chose to amend the terms of any Operation of Manifest Mistake the amended level will be that one level that reasonably we created that it had been right in the moment in which the Operation was performed. With a view to decide if a Mistake is considered a Manifest Mistake we will reasonably act and be able to consider all the pertinent information including, to merely declarative way, the situation of the Underlying Market at the moment in which the Mistake or any Mistake or lack of clarity in any source of intelligence took place or declaration on which we base our quoted prices. The financial commitments that you had assumed or who have decided not to assume being based on an Operation conducted with us will not be considered at the time to decide if a Manifest Mistake has taken place or not. (2) If a Manifest Mistake has happened and we chose to exert any of our rights under the previous Clause, and if you have received any money from us in connection with the Manifest Mistake, you accept that money has expired and is payable to us and you accept to give back an equal amount to us without delay. (3) We will not be responsible before you for any type of losses, costs, claims, demands or expenses as a result of a Manifest Mistake (including the cases in that the Manifest Mistake had been caused by a reasonably trustworthy source of intelligence, adviser or a manager). 21 INDEMNIFICATIONS AND RESPONSIBILITY (1) You will compensate to us and keep us compensated when you are asked for with respect to all the obligations, losses or costs of any type or nature which we incur consequently direct or indirect of any breach of your party of your obligations by virtue of the present Contract, in relation to any Operation or any information or false declaration that you had occurred to us or to any third party. You recognize that this indemnification extends to our costs and administrative costs and expenses incurred when taking any legal measurement or of investigation against you or when giving instructions to any agency of collection of debts so that the money owed to us is recovered. (2) In the extent allowed by law, you will compensate us, protect and exonerate us of responsibility by all the legal losses, obligations, sentences, judgments, actions, processes, demands, damages and/or costs derived from any act or omission on the party of any person who obtains access to your account using the account number and/or the password designated by you, independent of the fact that you were authorized or not to this access. (3) Notwithstanding any other Clause of the present Contract, we assume no responsibility before you in relation to no type of losses that could suffer as a result of delays, defects or failures of
everything or partly of our emails, software neither of no connection of network or systems nor in any other method of communication. We do not assume any responsibility before you, or contractual or extra-contractual, (including the negligence) in case any virus, worm or malicious software or any other similar element introduce in the hardware or software of your computer by means of our Services of Electronic Commerce. (4) Unless the law prohibit us to exclude such responsibility (for example, by losses related to the death or corporal injury or caused by fraud of our Party), we do not assume any obligation by direct, indirect, special, unexpected, punitive or emergent damages (including, for merely declarative purposes, diminution of the commercial activity, dismissed profit, incapacity to avoid losses, losses of data, loss or corruption of data, loss of value of the reputation or commerce fund) caused by any act or omission of our party by virtue of the present Contract. Neither we nor our directors, civil servants, employees or agents will be responsible for any loss, damages, costs or expenses, caused by negligence, breach, false declarations or other way, that the client commits or suffers under this Agreement (including any transaction or cases in which we have refused to arrange a transaction) unless this loss is a reasonably foreseeable consequence or is derived directly from a serious negligence, deliberate breach or fraud by our part or the clientâ€™s. In no case we will be responsible for losses suffered by the client or third parties by special or emergent damages, profit dismissed, loss of customer or casualty of opportunities to operate that they arise from or in connection with this Agreement, or inflicted by negligence, breach, false declaration or other way. No disposition in this Agreement will limit our responsibility by death or resulting personal injuries of our negligence. 1. Fiscal repercussions without limitation, we do not accept any responsibility by adverse fiscal repercussions on any type of transactions. 2. Changes in the markets without limitation, we do not accept any responsibility because of any delay or change in the conditions of the markets before carrying out any transaction in particular. 3. Limitation of responsibility. We will not be responsible before you by the partial or total breach for our obligations under protection of the present Agreement by any cause outside our reasonable control, including, without limitation, any failure, delay, bad operation or failure of transmission, communication or of computer science means, labor conflict, act of terrorism, force majeure, laws and national or supranational regulations of governmental organisms or authorities or the breach of your obligations, for any reason, of pertinent intermediary broker, agent, or main of our safekeeping, subguard, dealer, Stock market, clearing house or regulating or self regulated organization. No disposition in this Agreement excludes or restricts any other obligation or responsibility that we could have with the client under the applicable norm that cannot be excluded or be restricted by virtue of the same. 4. Responsibility of orders. You will be responsible for all the orders registered in your name through an Electronic Service and totally responsible before us for the liquidation of any transaction derived from them. 5. Indivisible agreement. You recognize that by signing this Agreement you have not depended nor have been persuaded by manifestations outside those specifically settled down in this Agreement. We will not be responsible before you (in fairness, contractual or extra-contractual obligation) for any manifestation that is not established in the present Agreement and that is not fraudulent.
6. Indemnification You will have to pay the amounts to us that we could require from time to time to cancel any indebted balance in some of your accounts with our company and like total indemnification, of losses, obligations, costs or expenses (including lawyer’s fees), taxes, contributions and burdens in which we could incur or that imposes with respect to one of your accounts or transactions or as a result of any falsification of the client or violation to us of your obligations by virtue of the present Agreement (including any transaction) or by legal execution of our rights. 22 CASES OF FORCE MAJEURE (1) Using a reasonable criterion, it is possible that we determine that an emergency or market conditions outside the common have taken place (a “Case of force majeure ”). In this case we will inform, in due course, to the corresponding authorities or organizations and will take all the measures necessary to inform to you the situation. The Cases of force majeure will include, although they will not be limited, to the following: (a) all acts, events (including, for merely declarative purposes strikes, shaken or disturbances, closure of employers associations, laws and standards of any organism or governmental or supranational authority) that, in our opinion, prevents maintainance of an ordered market with respect to one or more of the Instruments with which we normally negotiate with Operations; (b) the suspension of the activity or the closing of any market or the abandonment or the disappearance of some event on which we are based or with other way we use when realising our quote, or the imposition of limits or special conditions or uncommon conditions with respect to the negotiation in this market or in relation to such event; (c) A thrashing in the level of any Operation and/or the Underlying Market or our forecast (using a reasonable criterion) on which this movement will happen; (d) All failure or failure in means of transmission, communication or computer science, interruption of the electrical provision or failure in the electronic equipment or the communications; (e) breach by some of our suppliers or agents, as well as of Deposit takers, brokers, stock companies, regulating or self-regulating clearing houses or pertinent organizations, by the reason that is, in relation to your obligations. (2) If we determine that a case of force majeure has happened, to our total discretion, without previous warning and at any time, we will be able to take one or more from the following measures: (a) To increase the requirements of financial gearings to pay by you; (b) To close all or any of the Operations that it has open at the Level of Closing which we consider suitable, using a reasonable criterion; (c) To suspend or modify the application of the totality or any of the Terms of the present Contract insofar as the case of force majeure makes it impossible or nonviable that we fulfill the Term or Terms at issue; or (d) in particular to modify the Last Time/date of Negotiation for an Operation. 23 AMENDMENT AND COMPLETION
(1) It is possible that we at any time amend the present Contract and any dispositions of the same, previous notification in writing. It will be considered that you accept and are in agreement with the amendment unless you notify the opposite to us within 10 days of the date of our warning of amendment. Any amended Contract will replace any previous Contract between us whose object is the same and will govern any Operation conducted after the date in which the new edition enters its validation, or pending in that date. 24 MISCELLANEOUS (1) We reserve the right to suspend your account at any time. If we suspend your account this means that generally it will not be allowed to open any new Operation nor to increase your exposure under your existing Operations. (2) Our rights and routes of satisfaction according to the present Contract will be cumulative, and our exercise or resignation to these rights or satisfaction bias will not prevent nor will inhibit the exercise of any right or bias of additional satisfaction. In case we do not fulfill or we exert any right that we have by virtue of the present Contract it will not be interpreted as a resignation or a prohibition with respect to the demand of such right. (3) Our records, unless it is proved wrong, will be proof of your negotiations with us in connection with our services. You will not be against the use of your records as proof in any legal action or regulating activities on the basis of which these records are not original, they are not in writing or they are documents produced by a computer. It will not depend on us to fulfill your obligations to keep records; although to our absolute discretion we will be able to facilitate records upon your request. (4) If some court of competent jurisdiction determines that, by some reason, any Clause (or part of any Clause) is inexigible, this Clause will be considered divisible, in the necessary measurement, and it will not comprise the present Contract, nor will the rest of the present Contract be affected. (5) You will be responsible at any moment for the payment of all the indispensable taxes and to facilitate to the pertinent fiscal authorities the information related to the negotiations between you and us. You agree that, if we provide any information to you or express any opinion in relation to the fiscal treatment of negotiations between you and us, it will not be opportune that you are based on this information or opinion and will not constitute fiscal advice.
ANNEX I: STATEMENT AND CONDITIONS ON TRADING FINANCIALLY GEARED ETFs In case we carry out or we arrange a transaction, the client must consider that, following the nature of the transaction, he can be responsible for making additional payments when the transaction cannot be completed or on the previous liquidation or closing for his position. It is possible that we require to you to make more variable payments for financial gearing against the price of purchase of the investment, instead of immediately paying (or receiving) the complete price of purchase (or sale). The movement in the price of market of the investment will affect the amount of the financial gearing payment that will be required. (1) When opening an Operation it will be required that the financial gearing for that Operation, calculated by us be paid to us (“Initial Financial gearing”). Consider that the Initial Financial gearing for certain Operations will be based on a percentage of the Contractual Value of the Operation and for that reason, the Initial Financial gearing due for those Operations will vary in accordance with the Contractual Value. The Initial Financial gearing expires and the Operation is payable to us immediately when opening (and for the Operations that has a variable Initial Financial gearing based on a percentage of the value of the Contract, immediately opening the Operation and soon immediately to take place any increase in the value of the Contract) unless we decide another way (to provide effect any Agreement of this type will have to be done in writing (including by email) or by one of our Directors or member of our section of credit), in which case will have to fulfill those terms indicated in such written Contract. (2) You also have a continuous obligation with respect to the Financial gearing towards us in order to assure that at any moment when you have open Operations you assure that the balance of your account, considering all the losses and gains performed (“Losses and Gains”) is not equal at least to the Initial Financial gearing that we required you have paid us for all your open Operations. If there is any deficit between the balance of your account (take in to account L&G) and your exigency of total Initial Financial gearing, it will be required that you deposit additional funds in your account. These funds expire and they will be payable to us immediately when the balance of your account (considering L&G) falls below your exigency of Initial Financial gearing unless; (a) We decide another way (to provide effect any agreement of this type will have to be done in writing (including by email) or by one of our Directors or member of our section credit), in which case will have to fulfill those terms indicated in the written Contract. (b) We have specifically extended you a credit limit and you have enough credit to cover your exigencies with Financial gearing. Important nevertheless: If at any time your line of credit is not sufficient to cover the exigencies with Financial gearing with respect to your open Operations, you must immediately deposit additional funds in your account in order to totally cover the required Financial gearing. You recognize that: (a) you are responsible at any moment to have knowledge of the Financial gearing required for all the Operations that you open with us, and to agree upon paying for this one; (b) That your obligation to pay Financial gearing will exist whether we contact you or not with respect to an obligation of pending Financial gearing of payment and
(c) That the lack of payment of any Financial gearing required in relation to your Operations will be considered a Breach. (3) The payments of Financial gearing are due to carry out under the form of compensated funds (in our banking account) unless, by means of an independent agreement in writing, we accept other assets of yours as a guarantee for payment of the Financial gearing. In case any debit emitting card organization or another agent of payments refuse to transfer us the funds, independent of the reason, we will be able, to our total discretion, to consider that this Operation that we have celebrated with you basing us on the receipt of these funds will be invalid from the beginning or we will be able to close it to our effective price and to then recover all the losses which we had incurred derived from the cancellation or closes of this Operation. We will reserve the right to determine the method of payment for the payment of Financial gearing. (4) When carrying out the calculations on the Financial gearings that must be paid in accordance with the present Clauses on Financial gearings, we will be able, to our absolute discretion, to consider your general situation with respect to us and/or anyone of our Companies Associated, including the not performed net losses (that is to say, the losses on open positions). Also we will consider the standards of any Underlying Market that demands the payment of Financial gearings with respect to any Operation or any underlying Instrument to any Operation. (5) We do not have any obligation to maintain you informed on the balance into your account and the required Financial gearing (that is to say, to make a â€œRequest of Financial gearingâ€?); nevertheless, if we do it, the Request of Financial gearing will be able to be done by means of a telephone call, mail, fax, email, text message. The Request of Financial gearing will consider shipment at the moment at which it is considered that you have received in accordance with the Clauses on Communications. Also it will be considered that we have asked you for the payment if: (a) We left a message asking you to contact us and you have not made it within a reasonable term after having received this message; or (b) if we cannot leave this message and we have delivered all the reasonable efforts to try to keep in contact with you by telephone (to the last telephone number that you have notified us) but we have not been able to contact with you through this number. You must consider that all messages that we leave asking you to contact us have a character of very urgent unless we specify the opposite when leaving the message. You recognize and accept that the concept of reasonable term in the context of this Clause can be seen affected by the state of the Underlying Market and that, according to the circumstances, it could even be a question of minutes or even immediately. It is your responsibility to notify us immediately any change to your contact information and to provide us with your up-to-date contact information. Also, you must make sure to fulfill our requirements of payment of Financial gearings in case we cannot contact you through the address or the telephone number that you have notified us (for example, when you are on a trip or vacation or you cannot be in contact due to a holiday). We do not assume any responsibility by losses, costs, expenses or damages which you had incurred as a result of any omission from you in this respect. (6) We have the right at any time, to increase or to diminish the Financial gearing that we demand to you with respect to open Operations. You accept that disregarding the normal way you and we communicated, we will have the right to notify a change to you in the levels of Financial gearing in
the following way: by telephone, mail, text, fax, email, message or by placing a warning of the increase on our Website. Any increase in the levels of Financial gearing will be indispensable and payable immediately after our requirement, including our requirements considered notified in accordance with this contract. The benefits obtained in the negotiations will be deposited in your account like additional collateral. The losses in the transactions will be deduced from your account. We will have the right to increase or to vary the required amounts to be considered collateral. You commit yourself to pay for the commissions that we received by any transaction, and immediately give your consent so that we subscribe, with any representative of yours or other people or companies, for contracts that include multiple participation of these commissions in the proportion which we consider advisable.
ANEX II: GENERAL RISK WARNINGS You are considering negotiating with the Company in Exchange Traded Funds (“ETF”) investments of high risk that are not appropriate for many people. This warning offers you information on the associated risks with financially geared ETFs but it cannot explain all the risks nor in which are such risks related to your financial resources and your personal circumstances. If you have some doubt you would have to ask for professional advice. It is important that you totally understands the risks that these operations imply before deciding to negotiate with us. If you choose to negotiate with us, it is important that you have present the risks that this involves, that you have suitable financial resources to do against such risks and that you control your positions carefully. This brief exhibition does not enumerate all the risks and other significant aspects of the transactions of this nature. You will have to be aware particularly of the following points: 1. Transactions in accounts OTC imply a high risk level. The amount of initial financial gearing is small in relation to the value of ETFs so that the transactions are increased or started. A relatively small movement in the market will have a proportionally greater impact in the funds than you have deposited or will have to deposit; this effect can be both advantageous and disadvantageous for your account. You will be able to find total losses of initial funds of financial gearing and other additional funds deposited to hold your position in the business. 2. Before opening an ETF operation with us we will generally require that you deposit your money in your account with us like Financial gearing. The Financial gearing will normally be a relatively modest proportion of the total value of the contract, 10% of the value of the contract, for example. This means that you will negotiate using the “financial gearing” and this can act to your favor or against you. A small movement in the prices to your favor can mean a high performance with respect to the Financial gearing placed for the operation, but a small movement of the prices against you could result in considerable losses. 3. Due to the financial gearing effect, therefore, the speed whereupon losses can be incurred or benefits, it is important that you control your positions carefully. You are responsible to control your operations and whereas you have open operations you should always be able to make a constant pursuit of your investment. 4. Stop loss serves to limit your losses. If the market moved against your position in any way, you could in a relatively short time, lose the total of the funds involved in the operation, in accordance with clause 11 in the Agreement between the parties. 5. The use of certain orders (for example, Stop Loss) designed to limit certain losses can also affect in a negative way your investment because the market conditions and/or the rules of operation of certain markets can increase the risk of loss, making difficult or disabling the accomplishment of transactions or liquidation of positions. 6. Some market conditions can make difficult or disable the execution of orders to the stipulated price. 7. The high degree of financial gearing that is feasible to apply when cash is handled in the Money Market (spot) is derived from the requirement of a small financial gearing, this could work against
you, as well as for your favor. The use of the financial gearing can cause great damages or great benefit. 8. A bank or broker through which we perform transactions for you, or for yourself, could be also making negotiations for its own account in the same market as you, and could inclusively have opposite positions to your positions. 9. In the present warning you are being warned that the transactions that are carried out using our services of negotiation will be of speculative nature if you choose to trade with financially geared ETFs. The previous statement can represent substantial loses in a relatively short period of time, that cannot be foretold and which could derive in a total loss of the funds deposited with us. These losses could be attributed to adverse market movements, or to the accumulation of commissions regarding the transactions. Our commissions and costs will be provided to you or they will be published in our Website. We request you to consider all the costs and commissions that are applicable to you since they will affect your profitability. The movements in the prices of the underlying markets can be volatile and unforseeable. This will have a direct impact in your losses and gains. To know the volatility of an underlying market will help guide you to determine where any Stop Loss order is due to be placed.