Académique Documents
Professionnel Documents
Culture Documents
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Terms of Business
Forex Capital Markets Limited
1.
Terms of Business
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Table of Contents
Introduction .......................................................................................... 2 Schedule A: Business Terms for Rolling Spot Forex ....................22
Definitions and Interpretation ........................................................... 2 Schedule B: Business Terms for CFD .............................................24
Complaints and Compensation Schemes ....................................... 5 Schedule C: Business Terms for Spread Betting ..........................26
Risks ...................................................................................................... 5 Schedule D: European Markets and Infrastructure Regulation .29
Your Relationship With Us.................................................................. 6
Capacity................................................................................................. 6
Products and Services ........................................................................ 6 Annex 1: Business Terms for Residents of France .......................35
Access and Use ................................................................................... 7 Annex 2: Business Terms for Residents of Italy ...........................37
Dealings Between Us and You ........................................................... 7 Annex 3: Business Terms for Residents of Germany...................40
Trading Confirmations and Account Statements ........................... 8 Annex 4: Business Terms for Residents of Greece ......................41
Joint Accounts ...................................................................................... 9
Best Execution ...................................................................................... 9 Acknowledgement Page ..................................................................43
Commissions, Charges and Other Costs .......................................... 9
Payment, Withdrawal and Set-off .................................................. 10
Client Money ...................................................................................... 11
Tax ....................................................................................................... 12
Conflicts of Interest .......................................................................... 12
Introducing Brokers and Service Providers .................................. 13
Managed Accounts ........................................................................... 13
Margin ................................................................................................ 13
Suitability, Appropriateness and Monitoring ................................ 14
Representations, Warranties and Covenants .............................. 15
Default and Default Remedies ....................................................... 15
IMPORTANT NOTE TO CLIENT
Exceptional Events............................................................................ 17
YOUR ATTENTION IS DRAWN, IN PARTICULAR, TO THOSE TERMS
Manifest Errors and Abusive Strategies ........................................ 17
THAT ARE FULLY CAPITALISED AND BOLDED INCLUDING BUT NOT
Exclusions and Limitations of Liability .......................................... 17 LIMITED TO CLAUSES: 7.6 (RELATING TO OUR RIGHT TO VARY
Reimbursement ................................................................................ 18 YOUR ACCOUNT TYPE), 9.6 (RELATING TO OUR RIGHT TO REFUSE
TO ACCEPT, REFUSE TO EXECUTE AND/OR TO CANCEL
Information Collection, FATCA and Reporting ............................. 19
INSTRUCTIONS FROM YOU), 14.10 (RELATING TO OUR RIGHT TO
Right to Cancel/Cooling Off ............................................................ 19 SET-OFF), 20.3 (RELATING TO OUR RIGHT TO CLOSE OUT YOUR
Amendments ..................................................................................... 20 POSITIONS IN THE EVENT OF INSUFFICIENT MARGIN), 20.5
(RELATING TO OUR RIGHT TO INCREASE MARGIN
Suspension and Termination .......................................................... 20
REQUIREMENTS), 23.2 (RELATING TO OUR RIGHTS IN THE EVENT
In the Event of Death ....................................................................... 20 OF DEFAULT BY YOU), 24.3 (RELATING TO OUR RIGHTS IN THE
Notices and Communication .......................................................... 21 CASE OF AN EXCEPTIONAL EVENT), 25.1 (RELATING TO OUR
RIGHTS IN THE CASE OF MANIFEST ERROR OR A DETERMINATION
Intellectual Property ......................................................................... 21 THAT YOU ARE USING AN ABUSIVE STRATEGY), 27.3 (RELATING
Confidentiality and Data Protection .............................................. 21 TO OUR PROMISE TO REIMBURSE YOU IN THE EVENT OF CERTAIN
TRADING LOSSES), 7.3 OF SCHEDULE B (RELATING TO OUR
Assignment ........................................................................................ 22
RIGHTS TO CLOSE CERTAIN CFD CONTRACTS), AND 7.3 OF
Miscellaneous ................................................................................... 22 SCHEDULE C (RELATING TO OUR RIGHTS TO CLOSE CERTAIN
Governing Law................................................................................... 22 SPREAD BET CONTRACTS).
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1.1 Forex Capital Markets Limited is authorised and 1.8 There is some further information available, which
regulated by the Financial Conduct Authority ("FCA"), provides more detail about us and our services, but
whose address is 25 The North Colonnade, London, E14 which do not form part of the Agreement. This includes:
5HS, United Kingdom. Our registered office is at
Northern Shell Building, 10 Lower Thames Street, Eighth (a) our 'Conflict of Interest Policy', which explains
Floor, London, EC3R 6AD, United Kingdom and our FCA how we handle conflicts of interests in a
registration number is 217619. We are subject to the manner that treats customers fairly;
FCA Rules in our dealings with you.
(b) our 'Privacy and Security Policy', which
1.2 This document is our terms of business and is referred explains how we deal with personal
to as the "Terms". These Terms set out the basis upon information that you provide to us;
which we will provide you with the Services detailed in
clause 7. (c) any instructions, guides and worked examples
published or provided by us explaining how to
1.3 THESE TERMS ARE A LEGALLY BINDING CONTRACT enter into and close Transactions on the
BETWEEN YOU AND US AND SO IT IS IMPORTANT THAT Trading Facility; and
YOU READ THEM CAREFULLY. If there is anything in
these Terms which you do not understand you should (d) our 'Risk Warning Notice', which summarises
contact us as soon as possible or take independent the key risks to your investments when you
advice. use our services.
1.4 These Terms are effective from the date you receive 1.9 These Terms and any other documents forming our
them from us, unless you have previously received any Agreement, and all information, statements and
terms of business from us, when these Terms will notifications will be in English and we will communicate
replace the earlier terms with effect from thirty calendar with you in English. We may provide you with copies of
days from the date you receive them. Please note that documents (including these Terms) in other languages,
if you place any orders with us or otherwise use our however only the English versions of documents will
Services after the date these Terms are to take effect, represent the terms of any agreements between us.
you will be deemed to have accepted our Terms.
All of these documents plus these Terms are together “Agent” means an individual person or legal entity
referred to as the "Agreement". The Agreement undertaking a Transaction on behalf of another
constitutes the entire agreement between us with individual person or legal entity in his/its own name or
respect to the products and services we may provide to in your name;
you under the Agreement. These documents are
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“Agreement” has the meaning given to it in clause 1.7 Spot Forex Contract you wish to close is a sell,
of these Terms; and/or the exchange rate at which you can sell if
the Rolling Spot Forex Contract you wish to close is
“Applicable Regulations” means the FCA Rules or any a buy;
other rules of a relevant regulatory authority or any
other rules of a relevant Market and all other applicable “Complex Product” means certain derivative products
laws, rules and regulations as in force from time to time; such as, without limitation, Rolling Spot Forex
Contracts, Spread Bets, and CFDs;
“Associated Company” means us, any subsidiary
undertaking, any parent undertaking and any subsidiary “Confirmation” means a notification from us to you
undertaking of any parent undertaking from time to confirming your entry into a Transaction;
time of ours (as defined in section 1162 of the
Companies Act 2006) (a “Group Undertaking”), together “Contract Quantity” means the total number of shares,
with any other undertaking under which a Group contracts or other units of the Underlying Instrument
Undertaking has an interest by way of shares or voting that you are notionally buying or selling;
rights of 25% or more or has the ability to appoint a
majority of the board appointees; “Contract Value” means the Contract Quantity
multiplied by our then current quote for closing the
“Base Currency” is the currency in which your Account is Transaction;
denominated and in which we will debit and credit your
Account; “Credit Support Document” means any guarantee,
hypothecation agreement, margin or security
“Best Execution Policy” means the document that agreement, or any other document containing an
describes all of the order execution arrangements that obligation of a third party or of you in favour of us
we have in place to ensure that, when executing orders, supporting any of your obligations under these Terms;
we take all reasonable steps to obtain the best possible
results for clients in accordance with the FCA Rules; “Credit Support Provider” means any person who has
entered into any guarantee, hypothecation agreement,
“Business Day” means any day other than a Saturday or margin and/or security agreement in our favour with
Sunday where the banks are open for general respect to your obligations under these Terms;
commercial business in London, United Kingdom;
"Custodian" has the meaning given to it in clause
“CFD” means a contract for difference within the 23.1(c) of these Terms;
meaning of Article 85(1) of the Financial Services and
Markets Act 2000 (Regulated Activities) Order 2001; “DEBIT BALANCE” MEANS, WITHIN ANY 24 HOUR
PERIOD OF TIME AS REASONABLY CALCULATED AND
“Client Money” means, in accordance with the FCA DETERMINED BY US, THE AGGREGATE OF ANY
Rules, money of any currency that we receive or hold for NEGATIVE BALANCES INCURRED BY YOU ACROSS ALL
you, or on your behalf, in the course of or in connection ACCOUNTS YOU HOLD WITH US FROM TIME TO TIME
with, the business contemplated by the Agreement (WHETHER JOINTLY OR INDIVIDUALLY) AND ANY AND
other than money which is due and payable by you to us ALL ACCOUNTS YOU HOLD WITH ANY ASSOCIATED
or any third party; COMPANY FROM TIME TO TIME (WHETHER JOINTLY OR
INDIVIDUALLY);
“Client Money Rules” means those FCA Rules that
concern the holding of Client Money; “EEA” means the European Economic Area, which is all
the countries in the EU plus Iceland, Norway and
“Closing Date” means the date on which a Transaction Liechtenstein;
is closed by either you or us in accordance with these
Terms; “Eligible Counterparty” has the meaning given to it in
the FCA Rules effective from 1 November 2007;
“Closing Notice” means a notice given to you by us to
close all or part of any Transaction (margined or “EMIR” means Regulation (EU) No 648/2012 of the
otherwise) via the Trading Facility or by telephone; European Parliament and of the Council on OTC
derivatives, central counterparties and trade
“Closing Price” means: repositories dated 4 July 2012 as amended from time
to time;
(i) in the case of a CFD, the price at the time a Closing
Notice is effective as determined by us or the price “Equity” has the meaning given to the term ‘equity
as determined by us at the time a CFD is closed out share’ under the FCA Rules, which generally means,
by us exercising any of our rights under these shares comprised in a company’s equity share capital;
Terms;
“Event of Default” means any of the events listed in
(ii) in the case of a Spread Bet, the settlement price of clause 23.1 of these Terms;
a Spread Bet as determined by us; or
“Exceptional Event” has the definition given to it in
(iii) in the case of a Rolling Spot Forex Contract, the clause 24.1 of these Terms;
exchange rate at which you can buy if the Rolling
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“EXCEPTIONAL MARKET EVENT” MEANS THE consideration for entering into a Transaction and/or
SUSPENSION, CLOSURE, LIQUIDATION, IMPOSITION OF maintaining an Open Position;
LIMITS, SPECIAL OR UNUSUAL TERMS, EXCESSIVE
MOVEMENT, VOLATILITY OR LOSS OF LIQUIDITY IN ANY “Margined Transaction” means any Transaction liable to
RELEVANT MARKET OR UNDERLYING INSTRUMENT, OR Margin;
WHERE WE REASONABLY BELIEVE THAT ANY OF THE
ABOVE CIRCUMSTANCES ARE ABOUT TO OCCUR; “Market” means any market or multilateral trading
facility subject to government or state regulation with
“FATCA” means: established trading rules and trading hours including
without limitation a Regulated Market and a
(i) sections 1471 to 1474 of the U.S. Internal Revenue Multilateral Trading Facility as defined in Article 4 of the
Code of 1986 or any associated regulations or Markets in Financial Instruments Directive
other official guidance; 2004/39/EC;
(ii) any treaty, law, regulation or other official “Market Order” means an Order to enter the market at
guidance enacted in any other jurisdiction, or the best current price offered by us at that time;
relating to an intergovernmental agreement
between the U.S. and any other jurisdiction, which “Non-Complex Product” means certain products
(in either case) facilitates the implementation of including, without limitation, shares traded on a
paragraph (i) if this defined term above; Regulated Market or an equivalent Market outside
Europe, as well as bonds and units in a regulated
(iii) any agreement pursuant to the implementation of collective investment scheme;
paragraphs (i) or (ii) of this defined term above
with any Governmental Authority; “Non-Hedging Setting” is enabled when you disable the
Hedging Setting on the Trading Facility preventing you
"FCA" means the United Kingdom Financial Conduct from hedging investment positions;
Authority or any successor organisation or authority;
“Open Position” means a Transaction which has not
"FCA Rules" means the Handbook of Rules and been closed in its entirety under these Terms;
Guidance of the FCA, as amended from time to time;
“Order” means an instruction to purchase or sell a CFD
“Governmental Authority” means any governmental, Contract (as defined in Schedule B), a Rolling Spot Forex
inter–governmental or supranational body, agency, Contract, a Spread Bet Contract (as defined in Schedule
department or regulatory, self-regulatory or other C), and/or any other products offered by us from time to
authority or organisation anywhere in the world with time, at a price quoted by us as appropriate;
competent jurisdiction;
“OTC” is an abbreviation of ‘Over the Counter’ and
“Hedging Setting” is an optional feature on the Trading means any Transaction concerning a commodity,
Facility allowing you to hedge investment positions, Security, currency or other financial instrument or
which may be enabled or disabled; property, including any option, future, or CFD which is
traded off exchange by us (whether as market maker or
“Introducing Broker” means a person or firm who acts otherwise) rather than on a regulated stock or
on your behalf to effectuate an introduction of you to us; commodity exchange;
“Limit Order(s)” means an order to buy or sell a financial “P&L” means the total of your profits (whether realised
instrument at its specified price limit or better, and for or not) less your losses (whether realised or not);
a specified size;
“Principal” means the individual person or legal entity
“Management Service” means our service of managing which is a party to a Transaction;
investments on your behalf in accordance with your
investment objectives; “Professional Client” has the meaning given to it in the
FCA Rules effective from 1 November 2007;
“Manifest Error” has the meaning given to it by clause
25.1 of these Terms; “Rate Card” means the details of any interest, costs,
fees or other charges, as varied from time to time, which
“Margin” means the cash you hold with us as security apply to your Account with us. The Rate Card is
for payment of any potential losses incurred by you in available on our website and may be supplied to you on
respect of any Margined Transaction; demand;
“Margin Call Warning” means a demand for such sums “Regulated Market” means a multilateral trading
by way of Margin as we may reasonably require for the system operated by a market operator in the EEA such
purpose of protecting ourselves against loss or risk of as the London Stock Exchange that brings together
loss on present, future or contemplated transactions multiple third party buying and selling interests in
under these Terms; financial instruments where the instruments traded are
admitted to the Market according to its rules and
“Margin Requirement” means the amount of money systems;
that you are required to deposit and/or hold with us as
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“Rolling Spot Forex Contract” means any OTC contract 3.2 If you would like to make a complaint, you should
which is a purchase or sale of currency entered into contact us to raise your complaint. You may do this in a
between you and us, excluding forward contracts; number of ways as detailed within the complaints
policy, including by submitting a complaint form online
“Secure Access Website” means the password at https://www.fxcm.com/uk/legal/complaints/
protected part of our website (or any website notified to Where you are an eligible complainant, if we do not
you by us) through which you can view your Account provide you with a final response within eight (8) weeks
information; from the date we receive your complaint, or if you do not
agree or are dissatisfied with the outcome of the
“Security” means investments within articles 76 to 80 response, you have the right to refer your complaint to
of the Financial Services and Markets Act 2000 the Financial Ombudsman Service, which is an
(Regulated Activities) Order 2001; independent dispute resolution service. The Financial
Ombudsman Service can be contacted at: The Financial
“Service Provider” means a person or firm who provides Ombudsman Service, South Quay Plaza, 183 Marsh
a third party service to you which is compatible with or Wall, London, E14 9SR. The Financial Ombudsman
enhances our Services; Services’ website is at http://www.financial-
ombudsman.org.uk/default.htm. If you live in a
“Services” means the services to be provided to you by European Union country and we’re unable to resolve a
us under these Terms; dispute internally, you can also choose to raise a
complaint via the European Commission's Online
“Spread Bet” means a gaming contract, which under the Dispute Resolution Platform at
Financial Services and Markets Act 2000 constitutes http://ec.europa.eu/odr.
the selling or buying of a CFD entered into between you
and us; 3.3 We are covered by the Financial Services Compensation
Scheme ("FSCS"). The FSCS provides compensation in
“Stop Orders” means an order to buy or sell a financial certain circumstances for customers of authorised
instrument once the price of that financial instrument financial services firms if they are in default. The
reaches a specified price (which is known as the stop scheme may provide compensation should we be
price); unable to meet our obligations but is not available to
every investor. Compensation is typically paid out
“Terms” has the meaning given to it in clause 1.2; because a firm has ceased trading and/or is insolvent.
For investment business, the FSCS can cover 100% of
“Trading Agent” means an Agent or representative eligible investments up to a maximum of £50,000. The
authorised by you under an Agency Agreement who we actual level of compensation paid depends upon the
agree may act for you and or give instructions to us on basis of each claim, but a customer's entitlement to
your behalf in respect of these Terms; compensation from the scheme will depend on the type
of investment made and the circumstances of the
“Trading Facility” means the password protected online claim. The FSCS only pays compensation for financial
or downloadable electronic facility where you can trade loss. Compensation limits are per person, per firm and
with us under these Terms; per claim category and are on the FSCS website at
www.fscs.org.uk along with additional information
“Transaction” means a contract in a financial about compensation arrangements. As an alternative,
instrument or any other contractual arrangement you can learn more by speaking with the FSCS by calling
entered into between you and us including a Margined 0800 678 1100.
Transaction as defined in these Terms; and
3.4 We will provide, on your request, information
“Underlying Instrument” means the index, commodity, concerning the conditions governing compensation and
currency, Equity or other instrument, asset or factor the formalities which must be completed to obtain
whose price or value provides the basis for us or any compensation through the FSCS.
third party to determine its price or the executable price
for a Market or product.
4. Risks
3. Complaints and Compensation 4.1 Trading in the types of products which we offer:
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(c) no investment guarantees any profit or (a) Margined Transactions (Margin is explained
freedom from loss. further in clause 20); or
of any Account or any other rights or obligations suspending access, to inform you and re-arrange
attaching to any investments or Transactions. You access.
should be aware that any explanation provided by us as
to the terms of a Transaction or its performance 8.4 You should be aware that the Trading Facility or Secure
characteristics does not amount to advice on whether Access Website may from time to time experience
or not you should make an investment technical difficulties which are outside our reasonable
control, such as failures, delays, malfunction, software
7.6 WE MAY FROM TIME TO TIME OFFER VARIOUS ACCOUNT erosion or hardware damage, which could be the result
TYPES TO YOU. YOU MAY REQUEST TO OPEN A CERTAIN of hardware, software or communication link
ACCOUNT TYPE, WHICH WE MAY ACCEPT OR REJECT IN inadequacies. Such difficulties could lead to possible
OUR SOLE AND ABSOLUTE DISCRETION. MARGIN economic and/or data loss. Where this happens neither
REQUIREMENTS, LEVERAGE, AND EXECUTION we, nor any Associated Company, will be liable for any
METHODS MAY VARY BY ACCOUNT TYPE. WE RESERVE possible loss (including loss of profit or revenue), cost or
THE RIGHT, IN OUR REASONABLE DISCRETION, TO damage which might occur as a result of or arising out
TRANSFER YOUR ACCOUNT FROM ONE ACCOUNT TYPE of using, accessing, instaling, maintaining, modifying,
TO ANOTHER WHERE WE REASONABLY CONSIDER IT de-activating, or attempting to access either the Trading
NECESSARY IN ORDER TO MANAGE THE RISK Facility or Secure Access Website or otherwise.
ASSOCIATED WITH YOUR TRADING OR TO PROVIDE A
MORE APPROPRIATE SERVICE FOR YOUR TRADING
ACTIVITIES, AND WE WILL USE OUR BEST EFFORTS TO
9 Dealings Between Us and You
PROVIDE YOU WITH 30 DAYS PRIOR WRITTEN NOTICE
OF ANY SUCH MOVE BEFORE THE CHANGE TAKES 9.1 All requests for indicative quotes, orders for execution
PLACE, UNLESS WE ARE PROHIBITED FROM DOING SO of transactions and other trade matters must be given
BY APPLICABLE LAW. to us electronically through the Trading Facility or by
telephoning us on the numbers provided to you for this
purpose. You will only be able to give orders or
8 Access and Use instructions by telephone, directly to a broker during the
times which we notify you of. Any orders or instructions
8.1 In order to use the Trading Facility and/or Secure Access left on an answering machine or sent by facsimile will
Website, we will provide you with an Access Code. You not be actioned.
will need to provide the Access Code each time you wish
to use the Trading Facility and/or Secure Access 9.2 Quotes provided by us either via the Trading Facility or
Website. over the telephone are indicative, provided for
information purposes only and do not constitute an offer
8.2 In relation to the Access Code, you acknowledge that: to buy or sell any product or instrument at that price.
Where you place an Order following an indicative quote,
(a) you are responsible for keeping the Access we shall consider that you are placing an Order at the
Code confidential and will not disclose your current rate we offer. You acknowledge that such rate
Access Code to any third party unless with our may differ from the indicative quote previously
prior written consent; provided.
(b) where with our consent you disclose your 9.3 Any instruction sent by you via the Trading Facility or
Access Code to a third party you agree that any given by telephone shall only be deemed to have been
instructions, orders or Transactions entered received, and therefore be a valid instruction, when we
into by that third party will be treated by us as have confirmed to you either orally or through the
if entered by you; Trading Facility that we have received it. A valid
instruction will not be a binding Transaction between us
(c) we may rely on all instructions, orders and until an instruction is accepted, executed, recorded and
other communications entered using your confirmed by us via the Trading Facility, a trade
Access Code, and you will be bound by any Confirmation and/or Account Statement.
Transaction entered into or expense incurred
on your behalf in reliance on all such 9.4 We shall be entitled to rely on any instructions which we
instructions, orders and other reasonably believe to be from you or from your Agent(s),
communications, unless you have notified us whether received by telephone, electronically, or in
that your Access Code has been or may have writing, which we have accepted in good faith. If we
been compromised; and need clarification in relation to any instructions or if we
fail to receive the instructions during normal business
(d) you will immediately notify us if you become hours or in reasonably sufficient time for us to act upon
aware of the loss, theft or disclosure to any them, you acknowledge that there may be a reasonable
third party or of any unauthorised use of your delay in us acting on your instructions.
Access Code.
9.5 In actioning your instructions we shall not be required to
8.3 If we reasonably believe that unauthorised persons are do anything or refrain from doing anything which would
using your Access Code we may, without prior notice, in our reasonable opinion infringe any applicable law to
suspend your access to the Trading Facility. Where we which we are subject.
do this we will attempt to contact you as soon as
possible and in any event within three working days of 9.6 WE WILL BE ENTITLED, AT ANY TIME WITH OR WITHOUT
NOTICE TO YOU, TO REFUSE TO ACCEPT ANY
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INSTRUCTION FROM YOU, AND/OR TO REFUSE TO orders is reached, the Order will be filled as soon as possible
EXECUTE ANY INSTRUCTION FROM YOU AND/OR at the price then offered by us. Limit Orders and Stop Orders
PROVIDED THAT WE HAVE NOT ALREADY ACTED ON are executed consistent with our Execution Policy and are
YOUR INSTRUCTIONS, TO CANCEL ANY INSTRUCTIONS not guaranteed executable at the specified price or amount,
PREVIOUSLY GIVEN BY YOU. WE WILL ONLY EXERCISE unless explicitly stated by us for the specific Order. Limit
THE RIGHTS LISTED IN THIS CLAUSE 9.6 WHERE WE Orders, Stop Orders and Market Orders shall be subject to
REASONABLY CONSIDER IT NECESSARY OR the following terms:
DESIRABLE, FOR EXAMPLE BUT WITHOUT LIMITATION,
IN RESPONSE TO OR IN ANTICIPATION OF ANY OF THE (a) we will try to execute Limit Orders, Stop Orders and
FOLLOWING: Market Orders as soon as practicable but market
conditions, available liquidity and technological issues
(a) WE REASONABLY CONSIDER THE can affect the time it takes to execute such orders and
INSTRUCTION WAS NOT GIVEN BY YOU; all orders are executed in due turn. We cannot
guarantee that a Limit Order or a Stop Order will be
(b) AN EVENT OF DEFAULT; executed even if the limit or stop price is reached. We
do not accept any liability for any actual or potential loss
(c) TECHNICAL ISSUES WITH ANY SYSTEM BY we may suffer if there is a delay in execution; and
WHICH WE TRADE WITH YOU OR ANY OTHER
COUNTERPARTY; (b) market conditions, available liquidity and technological
issues may result in the execution of a Stop Order being
(d) A LACK OF LIQUIDITY IN THE MARKET at a price above or below the stop price. We do not
CONCERNING INSTRUMENTS IN WHICH YOU accept any liability for any actual or potential loss you
TRADE; may suffer if the execution of a Stop Order occurs at a
price above or below the stop price.
(e) A CHANGE IN THE MARKET TO WHICH YOUR
MARGINED TRANSACTIONS RELATE OR IN THE
FINANCIAL MARKETS MORE GENERALLY;
10 Trading Confirmations and
Account Statements
(f) ECONOMIC NEWS WHICH MAY ADVERSELY
IMPACT ANY MARGINED TRANSACTIONS;
10.1 We will provide you with general Account information
(g) A COMPANY WHOSE SECURITIES REPRESENT through the Trading Facility and/or Secure Access
ALL OR PART OF YOUR TRANSACTIONS Website. Account information will usually include
BECOMING INSOLVENT, BEING SUSPENDED Confirmations with ticket numbers, purchase and sale
FROM TRADING OR UNDERTAKING A rates, used margin, amounts available for Margin
CORPORATE EVENT; trading, statements of profits and losses, current open
and pending positions and any other information as
(h) YOU CHANGING YOUR DEALING PATTERN required by the FCA Rules. Updated Account
WITH US AND/OR AN ASSOCIATED COMPANY information will generally be available within twenty-
SUCH THAT WE DETERMINE IN OUR four hours after any activity takes place on your
REASONABLE DISCRETION ACTION IS Account.
REQUIRED IN ORDER TO MANAGE THE RISKS
ASSOCIATED WITH YOUR TRANSACTIONS; 10.2 We will deliver Confirmations to you by posting the
same within the Trading Facility and/or Secure Access
(i) YOUR CREDIT CIRCUMSTANCES CHANGING; Website. You may request to receive Confirmations in
hard copy or via email at any time by submitting a
(j) YOUR EXPOSURE TO US AND/OR AN written request to our Compliance Officer by email to
ASSOCIATED COMPANY BEING (ComplianceEurope@fxcm.com).
CONCENTRATED IN A PARTICULAR MARKET
OR SECTOR. 10.3 Confirmations shall, in the absence of Manifest Error or
grossly obvious inaccuracies, be conclusive and binding
Acceptance of any instructions does not constitute any on you, unless you notify us of your rejection in writing
agreement or representation that we will execute the within 30 days of:
instructions. A valid contract between you and us will only
be formed/closed and/or an instruction will only be executed (a) the posting of the Confirmation within the
when you receive a trade Confirmation from us or the Trading Trading Facility and/or Secure Access Website
Facility shows that an instruction has been executed where you have not elected to receive trade
(whichever is earlier). confirmations in hard copy or via email; or
9.7 Orders may be placed as Market Orders to buy or sell as soon (b) dispatch of the Confirmation to you in hard
as possible at the price then offered by us, or on selected copy or via email, where you have elected to
products as Limit Orders and Stop Orders to trade when the receive Confirmations in hard copy or via
price reaches a pre-defined level. Limit Orders to buy and email,
Stop Orders to sell must be placed below the then current
price offered by us, and Limit Orders to sell and Stop Orders or if we notify you of an error in the Confirmation.
to buy must be placed above the then current price offered
by us. If the bid price for sell orders or ask price for buy
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10.4 Through the Trading Facility and/or Secure Access 11.2 We may in our reasonable discretion, require an
Website, you can generate and/or access daily, monthly instruction, request or demand to be given by all joint
and/or yearly reports of your Account. You agree that account holders before we take any action;
you will generate and/or access your Account
Statement at least once a month through the Trading 11.3 Unless otherwise agreed in writing, you agree that we
Facility and/or Secure Access Website. You may request may contact and deal only with any one of the account
receipt of Account Statements in hard copy or via email holders named in our records subject to any legal
at any time by submitting a written request to our requirements to the contrary.
Compliance Officer by email at
(ComplianceEurope@fxcm.com). 11.4 Either account holder may ask us to convert the Account
into a sole Account however we will require authority
10.5 Account Statements shall, in the absence of Manifest from all Account holders before doing so. Any person
Error or grossly obvious inaccuracies, be conclusive and removed from the Account will continue to be liable for
binding on you, unless you notify us of your rejection in all obligations and liabilities under the Agreement
writing within 30 days of: relating to the period before they were removed from
the Account.
(a) the date that you generated your Account
Statement where you have not elected to
receive Account Statements in hard copy or via
12 Best Execution
email; or
12.1 We will execute your orders in accordance with our
(b) dispatch of the Account Statement to you in Order Execution Policy, a copy of which is available on
hard copy or via email, where the you have our website at
elected to receive Account Statements in hard https://www.fxcm.com/uk/legal/general-business-
copy or via email, terms/ and you confirm that you have read and agree
to it. We will consider the continued placement of orders
or if we notify you of an error in the Account Statement. by you to constitute your continued consent to our Order
Execution Policy as in effect from time to time. We may
11 Joint Accounts amend our Order Execution Policy from time to time by
giving you not less than thirty calendar days’ written
notice unless otherwise required in order to comply with
11.1 Where the Agreement is entered into between us and any applicable law, rules or regulations. The Order
more than one person, as regards each person (except Execution Policy must be read in conjunction with these
where we have agreed otherwise in writing): Terms and forms part of the Agreement.
(a) both persons shall be considered a client and
their obligations and liabilities under the 13 Commissions, Charges, and
Agreement are joint and several (which
means, for instance, that any one person can Other Costs
withdraw or transfer the entire balance of the
Account to their personal bank account and/or
13.1 You agree to pay us the commissions, costs and charges
investment account, and in the case of a debit
which are set out in our current Rate Card, and any
balance or debt owed to us, each account
additional commissions and charges notified to you by
holder is responsible for the repayment of the
us from time to time prior to any Transaction or as they
entire balance and not just a share of it);
otherwise fall due for payment. Our standard Rate Card
is always available on our website and it will apply to
(b) they each have full authority (as full as if they
you unless we provided you with a custom Rate Card in
were the only person entering into the
which case the custom Rate Card will apply to you. You
Agreement) on behalf of the others to give or
may request a hard copy of your applicable Rate Card
receive any instruction, notice, request or
from us. We may from time to time amend the Rate
acknowledgement without notice to the
Card as set out in clause 30.3.
others, including an instruction to liquidate
and/or withdraw investments from the
13.2 Where we hold monies on your behalf, we will first
Account and/or close any Account;
deduct all amounts due to us, our Agents or your Agents
from the monies we hold for you.
(c) any such person may give us an effective and
final discharge in respect of any obligations
13.3 We may receive payment from, or share commissions
under the Agreement; and
and charges with our associates, your Introducing
Broker or other third parties in connection with
(d) upon the death of any joint account holder, we
Transactions carried out on your behalf. We or any
will transfer the Investments and the
associate may benefit from commission, mark-ups,
responsibility for any obligations connected
mark-downs or any other remuneration where we act for
with the Account into the surviving joint
the counterparty to a Transaction. Further details of this
account holder’s sole name. These Terms will
are available on request.
remain in full force between us and the
surviving joint account holder.
13.4 If we receive any amounts in respect of your obligations
under these Terms in a currency other than that in which
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the amount was payable, (whether pursuant to a positive balance. We may at our reasonable discretion
judgment of any court or otherwise), you agree that we withhold, deduct or refuse to make a payment (in whole
may convert that sum into the currency in which it was or in part), in which case we will notify you in writing,
payable and deduct the costs of doing so from that where:
amount (e.g. the cost of conversion).
(a) you have Open Positions on the Account
14 Payment, Withdrawal and Set- showing a loss;
(c) you are responsible for all third party 14.4 All payments from your Account shall be made in the
electronic, telegraphic transfer or other bank form of a return payment to an approved card, crossed
fees in respect of payment as well as any fees cheque naming you, by bank wire, or any other method
or charges imposed by us, which may be specified by us from time to time.
based on the elected payment method. Any
fees or charges imposed by us will be listed on 14.5 All payments from your Account will be made in the
the Rate Card; Base Currency of that Account unless we agree in
advance that such payment should be made in a
(d) if any payment is not received by us on the different currency. Where we agree with you that the
date such payment is due, then we will be payment should be made in a different currency, we will
entitled to charge interest on the overdue convert the relevant payment amount from the Base
amount (both before and after any court Currency to the then agreed currency for payment.
judgment) at the interest rate prescribed in the
Rate Card from the date payment was due 14.6 We reserve the right to convert any or all credits and/or
until the actual date of payment; debits standing in your Account, irrespective of the
currency of such credit or debit, into your Base Currency
(e) any payment made to us will only be deemed at any time.
to have been received when we receive
cleared funds; and 14.7 Whenever we conduct currency conversions for you, we
will do so at a reasonable rate of exchange as we
(f) you are responsible for ensuring that reasonably determine in accordance with the prevailing
payments made to us are correctly identified, market rates.
specifying your Account details, plus any other
information we tell you is required; 14.8 All payments and deliveries by us to you will be made
on a net basis.
14.2 You will be asked to designate a Base Currency for your
Account which shall either be Pounds Sterling, United 14.9 You should ensure at all times that you have a positive
States Dollars, Euros or any other currency permitted by balance across all Accounts which you hold with us or
us from time to time. Where you wish to deposit funds an Associated Company. If any loss or debit balance
in your Account in a currency other than its designated exceeds all amounts we hold for you such that you have
Base Currency or if any credit is to be applied to the an overall negative balance, you must immediately
Account in a currency other than the designated Base transfer funds to put your Account back into credit.
Currency by reason of a Transaction, fee or otherwise,
we will convert such funds into the Base Currency at the 14.10 WHERE ANY ACCOUNT WHICH YOU HOLD WITH US OR
time of the credit or a reasonable time thereafter unless WITH AN ASSOCIATED COMPANY IS IN DEBIT, WE MAY
we accept alternative instructions from you. IN OUR REASONABLE DISCRETION USE ANY CREDIT
AMOUNTS WHICH EITHER WE OR AN ASSOCIATED
14.3 Where you have a positive balance on your Account, you COMPANY HOLD FOR YOU TO REDUCE THE AMOUNT
may request a withdrawal, for any amount of the THAT IS OWED TO US IN THE ACCOUNT, OR TO THE
_______________________________________________________________________________________________
(c) unless otherwise agreed in writing, we will not (i) any Client Money transferred shall be
pay you interest on Client Money or any other transferred on terms which require
unencumbered funds. You expressly waive any the other person to return the
entitlement to interest under the Client Money transferred sums to you as soon as
Rules or otherwise; practicable following your request
_______________________________________________________________________________________________
of someone else. Such dealing could include entering agreement between you and the Introducing Broker or
into hedging activities in connection with any Service Provider, we have no responsibility as to the
Transaction with you. existence or validity of such an agreement.
17.3 We will comply with Applicable Law but we will have no 18.6 Any commissions, fees or charges may be shared
between the Introducing Broker or Service Provider, us
further duty to disclose any interest to you including any
and third parties according to the Introducing Broker or
benefit, profit, commission or other remuneration made Service Provider's written instructions and/or at our
or received by reason of any Transaction. discretion.
17.4 In providing our services under this Agreement, we will 18.7 You may request that we provide, at any time, a
not be subject to any fiduciary or equitable duties which breakdown of all sums paid by you to the Introducing
oblige us to accept responsibilities more extensive than Broker or Service Provider, or the compensation
those set out in this Agreement. scheme charged by the Introducing Broker or Service
Provider as applied to you.
_______________________________________________________________________________________________
you are obligated to maintain in your Account, at all IS REQUIRED IN ORDER TO MANAGE THE
times, sufficient funds (taking into account P&L) to RISKS ASSOCIATED WITH YOUR
meet all Margin Requirements. If you believe that you TRANSACTIONS;
cannot or will not be able to meet all Margin
Requirements, you should reduce your open margined (f) YOUR CREDIT CIRCUMSTANCES CHANGING;
positions or transfer adequate funds to us.
(g) YOUR EXPOSURE TO US AND/OR AN
20.2 Where you are close to breaching your Margin ASSOCIATED COMPANY BEING
Requirements, we may make a Margin Call Warning in CONCENTRATED IN A PARTICULAR MARKET
accordance with these Terms however we are not OR SECTOR.
obliged to do so and you should not expect that we will.
Margin Call Warnings may be made at any time and in
any way permitted under these Terms. For this reason,
21 Suitability, Appropriateness
it is in your best interest to keep us regularly apprised of
changes in your contact details.
and Monitoring
21.1 If we have agreed to provide you with advisory dealing
20.3 WHERE THERE IS ANY SHORTFALL BETWEEN YOUR
services, we will assess the suitability of such
ACCOUNT BALANCE (TAKING INTO ACCOUNT P&L) AND
instruments or services provided or offered to you in
YOUR MARGIN REQUIREMENT FOR ALL OPEN
accordance with the FCA Rules on assessing suitability.
TRANSACTIONS, WE MAY CLOSE OR TERMINATE ONE,
SEVERAL, OR ALL OF YOUR OPEN MARGINED
21.2 Where we execute a Transaction for you in respect of
TRANSACTIONS IMMEDIATELY, WITH OR WITHOUT
Non-complex Products (as that term is described in the
NOTICE TO YOU. IN SUCH AN EVENT, YOU SHOULD
FCA Rules) on an execution only basis we are not
EXPECT THAT WE WILL CLOSE ALL OF YOUR MARGINED
required to assess the suitability or appropriateness of
TRANSACTIONS.
the investment and therefore you do not benefit from
the protection of the FCA Rules on assessing suitability
20.4 You may obtain details of Margin Requirements from
and appropriateness. Therefore we will not assess
our website, by logging into the Trading Facility or by
whether:
calling our dealers.
(a) the relevant product meets your investment
20.5 WE WILL BE ENTITLED, AT ANY TIME UPON NOTICE TO
objectives;
YOU, TO INCREASE OR DECREASE THE MARGIN
REQUIRED FROM YOU ON OPEN TRANSACTIONS. YOU
(b) you would be able to financially bear the risk
AGREE THAT, REGARDLESS OF THE NORMAL WAY IN
of any loss that the product may cause; or
WHICH YOU AND WE COMMUNICATE, WE WILL BE
ENTITLED TO NOTIFY YOU OF A CHANGE TO MARGIN
LEVELS BY ANY OF THE FOLLOWING MEANS: (c) you have the necessary knowledge and
TELEPHONE, POST, FAX, EMAIL, TEXT MESSAGE OR BY experience to understand the risks involved.
POSTING NOTICE OF THE INCREASE ON OUR WEBSITE
OR IN THE TRADING FACILITY. ANY INCREASE IN 21.3 Where we provide execution-only services to you in
MARGIN LEVELS WILL BE DUE AND PAYABLE relation to Complex Products, we are required to assess
whether it is appropriate for you to deal in a Complex
IMMEDIATELY ON OUR DEMAND. WE WILL ONLY
Product by requesting from you certain information,
INCREASE MARGIN REQUIREMENTS WHERE WE
relating to your experience and knowledge of trading
REASONABLY CONSIDER IT NECESSARY OR
such products, which will help us assess whether you
DESIRABLE, FOR EXAMPLE BUT WITHOUT LIMITATION,
understand the risks associated with dealing in them.
IN RESPONSE TO OR IN ANTICIPATION OF ANY OF THE
Typically, we will ask you for this information during the
FOLLOWING:
Account opening procedure but we may need to ask you
for additional information in the future if you decide to
(a) AN EVENT OF DEFAULT; deal in a new product type or sector. If you do not
provide sufficient information to allow us to carry out
(b) A CHANGE IN THE MARKET TO WHICH YOUR the appropriateness assessment, or do not provide any
MARGINED TRANSACTIONS RELATE OR IN information at all, we will be unable to assess whether
THE FINANCIAL MARKETS MORE GENERALLY; you have the necessary knowledge and experience to
understand the risks involved, what is appropriate for
(c) ECONOMIC NEWS WHICH MAY ADVERSELY you or is in your best interests, and you may not be
IMPACT ANY MARGINED TRANSACTIONS; allowed to trade Complex Products. If, on the basis of
the information that you have supplied to us in relation
(d) A COMPANY WHOSE SECURITIES REPRESENT to your knowledge and experience, we consider dealing
ALL OR PART OF YOUR TRANSACTIONS in the particular Complex Product is not appropriate, we
BECOMING INSOLVENT, BEING SUSPENDED will warn you of this. If you still wish us to proceed on
FROM TRADING OR UNDERTAKING A your behalf, we may do so at its reasonable discretion.
CORPORATE EVENT; If in doing so, you should note that these products may
be unsuitable for you and you may be exposing yourself
(e) YOU CHANGING YOUR DEALING PATTERN to risks that fall outside your knowledge and experience
WITH US AND/OR AN ASSOCIATED COMPANY and/or which you may not have the knowledge or
SUCH THAT WE DETERMINE IN OUR experience to properly assess and/or control.
REASONABLE DISCRETION FURTHER MARGIN
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21.4 In all circumstances, you may wish to obtain rights of a third party to withhold or retain it
independent advice from an authorised investment (such as a lien) or security rights over it (such
adviser regarding dealing in Complex Products. as a mortgage or a charge) or any pledge or
other right of a third party person to make
22 Representations, Warranties claims against it and are beneficially owned by
you, unless otherwise allowed by these Terms;
and Covenants (k) where you are not a resident of the United
Kingdom, you are solely responsible for
22.1 Representations and warranties are personal ascertaining whether any Transaction entered
statements, assurances or undertakings given by you to into under these Terms is lawful under the
us on which we rely when dealing with you. You make applicable laws of the jurisdiction where you
the following representations and warranties at the are resident; and
time you enter into this Agreement and every time you
place a Transaction or give us any other instruction: (l) you are not a resident of the United States of
America
(a) where you are a natural person, you are of
sound mind, and over 18 years old; 22.2 A covenant is a promise to do something. Your covenant
to us:
(b) you are aware of the risks involved in trading
each investment product with us, or where we (a) that for the duration of this Agreement, you
have told you that certain products are not will promptly notify us of any change to the
appropriate for you, you accept that any details supplied during the account opening
decision to trade them is at your own risk; process, including in particular any change of
address, and any change or anticipated
(c) you and/or any person(s) entering into these change in your financial circumstances or
Terms and performing any Transactions on employment status (including redundancy
your behalf, has all necessary authority, and/or unemployment) which may affect the
powers, consents, licenses and authorisations, basis on which we do business with you;
and has taken all necessary actions to enable
you to lawfully enter into and perform your (b) you will promptly notify us of the occurrence of
obligations under these Terms, and/or to any Event of Default or potential Event of
place any Orders or instructions; Default with respect to itself or any Credit
Support Provider;
(d) these Terms as well as each Transaction and
the obligations created under them are (c) you will take all reasonable steps to comply
binding upon you and enforceable against you with all Applicable Laws and regulations in
and do not and will not violate the terms of any relation to the Agreement; and
regulation, order, charge or agreement by
which you are bound; (d) . where you are a partnership, any new partner
to such partnership will adopt these Terms and
(e) no Event of Default has occurred or is all outstanding Transactions in form and
occurring with respect to you or any Credit substance to our satisfaction.
Support Provider;
or becomes capable at any time of being similar relief with respect to you or your debts
declared, due and payable under agreements under any bankruptcy, insolvency, regulatory,
or instruments evidencing such indebtedness supervisory or similar law (including any
before it would otherwise have been due and corporate or other law with potential
payable, or any suit, action or other application to you, if insolvent) or seeking the
proceedings are commenced for any appointment of a Custodian of you or any of
execution, any attachment or garnishment, or your assets;
any distress or diligence against, or an
encumbrancer takes possession of, the whole (g) we reasonably consider it necessary or
or any part of your property, undertaking or desirable for our own protection or to prevent
assets (tangible or intangible), or you sign a what we reasonably consider to be or might be
trust deed for your creditors to enter into a a violation of any laws, Applicable
debt payment programme; or an application Regulations, or good standard of market
for ancillary relief relating to your property or practice, including the FCA Rules in relation to
an entitlement of a contract you are a party to suitability and appropriateness, or any action
is made in any matrimonial proceedings is taken or event occurs which we consider
relating to you; might have a material adverse effect on your
ability to perform for obligations under the
(d) where you are a partnership (including, Agreement;
without limitation, a Hong Kong partnership),
you commence a voluntary case or other (h) if any representations or warranties given by
procedure seeking or proposing liquidation, you or any Credit Support Provider in these
dissolution, reorganisation, moratorium, or Terms or any Credit Support Document, are or
other similar relief (by way of voluntary become untrue in any material respect; or if
arrangement, scheme or arrangement or you or any Credit Support Provider fails to
otherwise) with respect to yourself or to your comply with or perform any obligation under
debts under any bankruptcy, insolvency, an applicable Credit Support Document;
regulatory, or similar law or seeking the
appointment of a trustee, receiver, liquidator, (i) if any material information provided by you
conservator, administrator, custodian, was untrue at the time it was given to us or any
examiner, factor or other similar official (each material information provided by you has
a "Custodian") of you or any of your assets, or become untrue since the time that it was
you take any corporate action to authorise any originally given and you failed to notify us of
of the foregoing; or you are dissolved; or an the same within a reasonable time;
involuntary case or other procedure is
commenced against you seeking or proposing (j) if any Credit Support Document expires or
liquidation, reorganisation, or moratorium, or ceases to be in full force and effect prior to the
other similar relief with respect to you or your satisfaction of all of your obligations under
debts under any bankruptcy, insolvency, these Terms, unless otherwise agreed by us.
regulatory, or similar law or seeking the
appointment of a Custodian of you or any of 23.2 UPON THE OCCURRENCE OF AN EVENT OF DEFAULT, WE
your assets; MAY BY WRITTEN NOTICE TO YOU:
(e) where you are a legal entity, you commence a (a) CLOSE ANY OPEN POSITIONS OR CANCEL ANY
voluntary case or other procedure seeking or ORDERS ON YOUR ACCOUNT;
proposing liquidation, reorganisation, an
arrangement or composition, a freeze or (b) PROHIBIT YOU FROM ACCESSING OR USING
moratorium, or other similar relief (by way of YOUR ACCOUNT;
voluntary arrangement scheme or
arrangement or otherwise) with respect to (c) SUSPEND OR IN ANY WAY LIMIT OR RESTRICT
yourself or to your debts under any YOUR ABILITY TO PLACE ANY ORDER, GIVE
bankruptcy, insolvency, regulatory, ANY INSTRUCTION OR PLACE ANY
supervisory or similar law (including any TRANSACTION IN RELATION TO YOUR
corporate or other law with potential ACCOUNT;
application to you, if insolvent) or seeking the
appointment of a Custodian of you or any of (d) VARY THE MARGIN REQUIREMENTS
your assets; or take any corporate action to APPLICABLE TO YOU;
authorise any of the foregoing; and, in the case
of a reorganisation, arrangement or (e) REQUIRE YOU TO CLOSE ANY OR ALL OF YOUR
composition, we do not consent to the OPEN POSITIONS BY A SPECIFIED DATE
proposals; NOTIFIED TO YOU;
(f) where you are a legal entity, an involuntary (f) MAKE APPROPRIATE DEDUCTIONS OR
case or other procedure is commenced CREDITS;
against you seeking or proposing liquidation,
reorganisation, an arrangement or (g) TERMINATE ANY SERVICES PROVIDED TO
composition, a freeze or moratorium, or other YOU;
_______________________________________________________________________________________________
(b) ALTER THE MARGIN REQUIREMENTS; 25.4 If we choose to exercise any of our rights under clause
25.1, and if you have received any monies from us in
(c) AMEND OR VARY THESE TERMS AND ANY connection with the Manifest Error or Abusive Strategy,
TRANSACTION CONTEMPLATED BY THESE you agree that those monies are due and payable to us
TERMS, INSOFAR AS IT IS IMPRACTICAL OR and you agree to return an equal sum to us without
IMPOSSIBLE FOR US TO COMPLY WITH OUR delay.
OBLIGATIONS;
_______________________________________________________________________________________________
party for any losses, damages, costs or expenses (a) your trading activity and/or any and all
incurred or suffered by you under these Terms (including Transactions to the extent such losses and/or
any Transaction or where we have declined to enter into liabilities are not waived through the
a proposed Transaction) unless such loss arises directly provisions of clause 27.3 of these Terms
from our negligence, breach of contract, wilful default below;
or fraud.
(b) any failure by you to perform any of your
26.2 Without limitation, we do not accept liability: obligations under these Terms, in relation to
any Transaction or in relation to any false
(a) for any loss that you suffer in an event where information or declaration made either to us
any computer viruses, worms, software or any third party, in particular to any
bombs, or similar items are introduced into exchange;
your computer hardware or software through
your own failure to install adequate virus (c) your use of programmable trading systems,
protection; whether built by you or by any third party and
executed on or using the Trading Facility; and
(b) for any losses or other costs or expenses of any
kind arising out of or in connection with the (d) any act or omission by any person obtaining
placement of Orders by you or the execution of access to your Account, by using your
Transactions with us; designated Account number and/or password,
whether or not you authorised such access.
(c) for any adverse tax implications of any
Transaction whatsoever; 27.3 YOU MAY INCUR A NEGATIVE BALANCE WHEN DEALING
WITH US AND SUCH NEGATIVE BALANCE SHALL BE YOUR
(d) by reason of any delay or change in market LIABILITY IMMEDIATELY OWED TO US, HOWEVER, WE
conditions before any particular Transaction is AGREE TO WAIVE UP TO $50,000 USD OF ANY DEBIT
affected. BALANCE YOU MAY INCUR WITH US LESS ANY AMOUNT
WAIVED BY ANY ASSOCIATED COMPANY WITH RESPECT
26.3 Nothing in these Terms will limit our liability for death or TO THE SAME DEBIT BALANCE. OUR WAIVER UNDER THIS
personal injury resulting from our negligence. CLAUSE 27.3 SHALL NOT APPLY:
26.4 Where you are classified as a Professional Client, in (a) TO ANY PORTION OF THE DEBIT BALANCE INCURRED
addition to the above, neither we nor our directors, IN ANY ACCOUNT WITH US OR ACCOUNT OF ANY
officers, employees, or Agents shall be liable to you or ASSOCIATED COMPANY WHERE THE ACCOUNT
any third party for any losses, damages, costs or HOLDER IS A LEGAL ENTITY, SAVE THAT THE
expenses, including direct, indirect, special, incidental, PROVISIONS OF THIS CLAUSE 27.3(A) SHALL NOT
punitive, or consequential loss, loss of profits, loss of EXCLUDE ANY PENSION ACCOUNT SPECIFICALLY
goodwill or reputation, lost data, loss of use of the OFFERED BY US OR ANY ASSOCIATED COMPANY AS
Trading Facility, business interruption, business A PENSION ACCOUNT, THE STATUS OF ACCOUNT
opportunity, costs of substitute, services or downtime HOLDER AND THE TYPE OF ACCOUNT OFFERING
costs, whether arising out of negligence, breach of BEING DETERMINED BY US IN OUR REASONABLE
contract, misrepresentation or otherwise, incurred or JUDGMENT;
suffered by you under these Terms (including any
Transaction or where we have declined to enter into a (b) TO ANY PORTION OF THE DEBIT BALANCE INCURRED
proposed Transaction) unless such loss arises directly DIRECTLY OR INDIRECTLY BY REASON OF OR IN THE
from our respective gross negligence, willful default or CASE OF AN EXCEPTIONAL EVENT PROVIDED FOR IN
fraud. CLAUSE 24 OF THESE TERMS OTHER THAN IN THE
CASE OF AN EXCEPTIONAL MARKET EVENT, OR AN
27 Reimbursement EVENT CAUSED BY REASON OF THE ACTS AND
REGULATIONS OF ANY GOVERNMENTAL OR SUPRA
NATIONAL BODIES OR AUTHORITIES WHICH IN OUR
27.1 To the extent you use, or used, the Trading Facility for a REASONABLE OPINION PREVENT AN ORDERLY
commercial purpose and entered Orders for the account MARKET IN RELATION TO YOUR ORDERS;
of your customers, you shall on demand reimburse,
protect and hold us harmless from and against all (c) TO ANY PORTION OF THE DEBIT BALANCE WHERE WE
losses, liabilities, judgments, suits, actions, DETERMINE, IN OUR REASONABLE OPINION, THAT
proceedings, claims, damages and costs resulting from SAID PORTION OF THE DEBIT BALANCE IS
or arising out of claims raised by your customers. This UNRELATED TO YOUR TRADING ACTIVITY (FOR
clause 27 shall not be affected by the termination of EXAMPLE, WHERE THE DEBIT RELATES TO ANY FEES
these Terms. OR CHARGES OWED BY YOU TO US UNDER THESE
TERMS OR ANY AGREEMENT YOU MAY HAVE WITH
27.2 Where you are a Professional Client, you undertake and AN ASSOCIATED COMPANY);
warrant that you will reimburse us, and keep us
indemnified on demand, in respect of all liabilities, (d) TO ANY PORTION OF THE DEBIT BALANCE WHERE WE
losses or costs of any kind or nature whatsoever that DETERMINE IN OUR REASONABLE OPINION, THAT
may be incurred by us as a direct or indirect result of: SAID PORTION OF THE DEBIT BALANCE IS
CONNECTED TO OR A RESULT OF, EITHER DIRECTLY
_______________________________________________________________________________________________
OR INDIRECTLY, YOUR BREACH OF ANY PROVISION Applicable Regulations, including disclosures between
OF THE AGREEMENT OR ANY AGREEMENT YOU MAY us, our Associated Companies and their agents and to
HAVE WITH AN ASSOCIATED COMPANY; Governmental Authorities. You acknowledge that this
may include transfers of information to jurisdictions
(e) TO YOU WHERE YOU ARE CLASSIFIED BY US AS AN which do not have strict data protection, data privacy
ELIGIBLE COUNTERPARTY OR PROFESSIONAL laws or banking secrecy laws, inside or outside of the
CLIENT OR YOU MEET THE CRITERIA TO BE EEA. You shall ensure that, before you or anyone on your
CLASSIFIED AS AN ELIGIBLE COUNTERPARTY OR behalf discloses information relating to any third party
PROFESSIONAL CLIENT AT THE TIME THE DEBIT to us, our Associated Companies or their agents or
BALANCE IS INCURRED EVEN THOUGH YOU WERE service providers in connection with these Terms or any
NOT SO CLASSIFIED AS AN ELIGIBLE COUNTERPARTY Transactions that said third party has been provided
OR PROFESSIONAL CLIENT BY US AT SUCH TIME; with such information and has given such consents or
waivers as are necessary to allow us, our Associated
(f) TO YOU WHERE YOU HAVE ENTERED INTO A WHITE Companies and their agents and service providers to
LABEL OR OMNIBUS ACCOUNT RELATIONSHIP WITH collect, store, process and disclose his, her or its
US OR ANY ASSOCIATED COMPANY; information as described in this clause 28.3.
(g) TO YOU WHERE YOU DEAL WITH US OR ANY 28.4 Without prejudice to any provision of these Terms
ASSOCIATED COMPANY THROUGH A CREDIT relating to information or data or its disclosure, you
ARRANGEMENT PROVIDED BY US OR ANY consent to the disclosure by us, our Associated
ASSOCIATED COMPANY; Companies and their agents and service providers of
any information or data in connection with or relating to
(h) TO ANY PORTION OF THE DEBIT BALANCE WHERE you, the Agreement and/or any Transaction (including,
SUCH PORTION OF THE DEBIT BALANCE IS INCURRED without limitation, pricing data):
AS A RESULT OF ANY TRANSACTIONS IN CFD
CONTRACTS WHERE THE UNDERLYING INSTRUMENT (a) to the extent that we determine it is required,
IS A SECURITY; permitted or desirable to comply with
Applicable Regulations; and
(i) TO ANY PORTION OF THE DEBIT BALANCE WHERE
SUCH PORTION OF THE DEBIT BALANCE IS INCURRED (b) to the extent not permitted by clause 28.4(a)
BY YOUR USE OF OUR OR ANY ASSOCIATED above, if such disclosure is made to any trade
COMPANY’S “PRO ECN” PLATFORM OR repository registered in accordance with
“FASTMATCH” PLATFORM; AND/OR Article 55 of EMIR or recognised in accordance
with Article 77 of EMIR or one or more systems
(j) TO YOU WHERE WE AND/OR ANY ASSOCIATED or services operated by any such trade
COMPANY AGREED TO DISABLE THE AUTOMATIC repository.
LIQUIDATION FEATURE IN ANY ONE OR MORE OF
YOUR ACCOUNT(S) WITH US OR ANY ACCOUNT WITH
AN ASSOCIATED COMPANY. 29. Right to Cancel/Cooling Off
28. Information Collection, FATCA 29.1 The provisions of this clause 29 shall only apply to you
where you are classified as a Retail Client.
and Reporting 29.2 In accordance with the FCA Rules and the Distance
Marketing of Consumer Financial Services Directive, you
28.1 You shall promptly provide us with such information as are entitled to cancel the Agreement by giving written
we may reasonably require from time to time, and shall notice to us within a 14-day cancellation period. Subject
update that information as required by us from time to to clause 29.4 (below), you need not give any reason for
time, to enable us or any Associated Company to the cancellation and the right to cancel applies even if
comply with any Applicable Regulations. you have already received services from us before the
cancellation period expires.
28.2 We may, in accordance with any Applicable
Regulations, make any deduction or withholding from a 29.3 The period for cancellation begins on the date these
payment to or from you where we are required to do so terms start to apply to you.
by Applicable Regulations and to pay the amount so
withheld or deducted to any authority or in accordance 29.4 As the price of each Transaction depends on
with Applicable Regulations. Notwithstanding any fluctuations in the Underlying Instrument which are
provision of these Terms to the contrary, we shall not be outside of our control and which may occur during the
required to increase any payment in respect of which we cancellation period, you have no right to cancel the
make such a deduction or withholding or otherwise Agreement under this clause 29 if any trade placed by
compensate you for that deduction or withholding. you has been executed before we receive notice of
cancellation.
28.3 We, our Associated Companies and their agents and
service providers may collect, store and process 29.5 Following a valid cancellation, we will return any
information obtained from you or otherwise in amounts you have deposited with us prior to receipt of
connection with the Agreement and the Transactions for the cancellation notice, subject to our right of set-off for
the purpose of complying with FATCA or other any charges properly incurred prior to cancellation.
_______________________________________________________________________________________________
(c) to provide for the introduction of new, or the 31.6 On the expiry of any notice of termination given by either
amendment of existing, systems, services, of us, we will:
procedures, processes, changes in technology
and products (provided that any change would (a) close any Open Positions;
not be detrimental to your rights);
(b) be entitled to receive from you all fees, costs,
(d) to reflect legitimate increases or reductions in charges, expenses and liabilities accrued or
the cost of providing services; or incurred under this Agreement up to the date
of termination.
(e) to remove an existing Service, provided we
have given you appropriate notice of its 31.7 Termination of the Agreement will not affect any rights
removal in accordance with these Terms. or obligations, which may already have arisen between
us. The termination of these Terms will not affect the
30.2 We will notify you of any proposed change to the Terms coming into force or the continuance in force of any
by sending you a copy of the proposed changes at least provision in these Terms which is expressly, or by
thirty (30) calendar days prior to the changes becoming implication, intended to come into, or continue in force,
effective, either by email or by post, to the email and/or on or after such termination.
postal address most recently notified by you. The Terms
are always available in an up to date form on our 31.8 We may suspend your Account by giving five (5)
website at http://www.fxcm.com/uk/legal/general- Business Days written notice to you where we
business-terms/. reasonably consider it necessary to do so taking into
account your best interests or where required to do so
30.3 We may amend the Rate Card by giving no less than in order to comply with Applicable Law. Where we do
fifteen (15) calendar days' notice to you, by providing this, we may prevent you from opening any new
you with a copy of the new Rate Card by email or post, positions but will not close any Open Positions unless
to the email and/or postal address most recently otherwise allowed by these Terms.
notified by you.
_______________________________________________________________________________________________
_______________________________________________________________________________________________
Authorities and the courts and to comply with 37.1 Our rights, remedies and powers set out in the
its legal obligations. Agreement are not exhaustive of any rights, remedies or
powers provided by law. No failure to exercise or delay
35.4 We may share your personal data with any of our in exercising them shall operate as a waiver of them,
Agents, including data processors, or any Associated nor shall any single or partial exercise of them provide
Companies in the United States of America, Australia, any other or further exercise of them.
Israel, China or other jurisdictions in or outside the EEA
who may only use it for the same purposes as us. Such 37.2 If, at any time, any provision of these Terms is or
purposes include those listed in clause 35.3 (above) in becomes illegal, invalid, or unenforceable in any respect
addition to the processing of instructions and under the law of any jurisdiction, then such provision or
generation of Confirmations, the operation of control part of will, to that extent, not form part of these Terms.
systems; the operation of management information Neither the legality, validity or enforceability of the
systems and allowing staff of Associated Companies remaining provisions of the Terms under the law of that
who share responsibility for managing your relationship jurisdiction nor the legality, validity or enforceability of
from other offices to view information about you. We such provision under the law of any other jurisdiction
will take appropriate measures to protect the security of shall be in any way affected.
your personal data and details of the companies and
countries involved in processing your personal data will 37.3 You accept that we may be closed on significant
be provided upon your request to our Data Protection holidays within the United Kingdom or Europe. This
Officer, who may be reached by mail at: means that we may not offer Services, in whole or in
part, every day of the year. You should make yourself
Attn: Data Protection Officer aware of our regular hours of business and closure
Northern and Shell Building schedule to avoid any service disruption or
Eighth Floor, 10 Lower Thames Street inconvenience when trading. These are available on our
London, EC3R 6AD, United Kingdom website.
35.5 You have the right, on payment of a GBP 10 fee, to 37.4 A person who is not a party to the Agreement has no
receive a copy of the information we hold about you, to right under the Contract (Right of Third Parties) Act
the extent that it constitutes your personal information. 1999 to enforce any part of the Agreement.
If you wish to exercise this right, you should write to the
Data Protection Officer.
38 Governing Law
35.6 If you would like to change or modify information
previously provided to us, to remove information from 38.1 This Agreement is governed by and construed in
our database or elect not to receive certain accordance with the law of England and Wales. The
communications from us, you should write to the Data Courts of England have exclusive jurisdiction to settle
Protection Officer setting this out. any dispute arising in connection with the Agreement
and both we and you submit to the jurisdiction of the
36 Assignment courts of England and Wales.
36.1 We may arrange for any Associated Company to Schedule A: Business Terms for
perform any functions which are required to be
performed under this Agreement, but this shall not
affect our liability to you.
Rolling Spot Forex
36.2 Neither your rights under this Agreement nor your rights
or interest in any Transaction effected nor monies or
1. Scope
assets held for you shall be capable of being assigned
in any way. 1.1 This Schedule A supplements and amends the Terms as
expressly provided below. In the event of any conflict or
36.3 We may at any time assign or transfer any of our rights inconsistency between the main body of the Terms and
and/or obligations under this Agreement or delegate all this Schedule A the provisions in this Schedule A shall
or any of the functions under this Agreement to a third prevail.
party, provided that we have given you at least ten
Business Days written notice to you to that effect. 1.2 Clauses 2 through and including 5 of this Schedule A
Where we do this we will treat all Client Money held for together with the main body of the Terms shall govern
you in accordance with clause 15.1(g). the relationship between you and us when you enter into
a Rolling Spot Forex Contract (defined below).
36.4 If you object to any assignment we make under this
clause 36, you may terminate this Agreement with
immediate effect by providing us with notice of this in
2. Definitions
writing. We will not make a charge for transferring any
investments we hold for you if you terminate under this 2.1 Words or phrases defined in the main body of the Terms
clause 36. shall have the same meaning in this Schedule A unless
otherwise defined.
37 Miscellaneous
_______________________________________________________________________________________________
then we will treat your instruction to open the new 5.3 We reserve the right to discontinue a rolling Market
position as an instruction to close the existing position facility at any time, on 30 days written notice to you,
to the extent of the size of the new position. If the new unless we are required by any applicable law to
position is greater in size than the existing position, then discontinue it immediately, in which case we will notify
the existing position will be closed in full and a new you as soon as possible.
Rolling Spot Forex Contract will be opened in relation to
the excess size of the new position. 5.4 Where you enter into a Rolling Spot Forex Contract with
us and you roll that contract from one day to the next,
3.4 For Accounts where you are using the Hedging Setting, we will charge you a Roll-Over Fee relative to that
if you: Transaction, which:
(a) give an Order to open a long position in (a) will vary between currency pairs;
relation to a currency pair on an Account
where at that time you already have on that (b) depend on the Contract Quantity; and
Account a short position in relation to the
same currency pair; or (c) is subject to change from time to time.
(b) give an Order to open a short position in The Roll-over Fee may be positive or negative, meaning
relation to a currency pair where you already that you will either owe money to us or receive money
have a long position in relation to the same from us each night a Rolling Spot Forex Contract is
currency pair; rolled over. Details about the Roll-Over Fee are available
_______________________________________________________________________________________________
on the Trading Facility, our website, and/or the Rate relevant Underlying Instrument, without the usual costs
Card. and rights associated with an investment in the
Underlying Instrument, although other costs and rights
5.5 Unless you close a Rolling Spot Forex Contract before will apply to a CFD. Therefore, unless otherwise agreed
17:00 EST, we will automatically roll over such open in writing by us and you, you acknowledge and agree
Rolling Spot Forex Contracts on your Account to the next that you will not be entitled to delivery of, or be required
Business Day, and subsequently charge you the relevant to deliver, the Underlying Instrument to which a CFD
Roll-Over Fee. Contract relates, nor will you acquire any interest in the
relevant Underlying Instrument or be entitled to receive
dividends or any equivalent thereof, to exercise voting
Schedule B: Business Terms for rights, to receive any rights pursuant to any rights or
bonus issue, or to participate in any placing or open
CFD offer by virtue of its CFD Contract where an Underlying
Instrument is a Security. The payment of any dividend
or occurrence of any rights or bonus issue, placing, open
1. Scope offer or take-over in respect of a CFD Contract where the
Underlying Instrument is a Security, shall be dealt with
in accordance with these Terms.
1.1 This Schedule B supplements and amends the Terms as
expressly provided below. In the event of any conflict or
inconsistency between the main body of the Terms and 4. Capacity
this Schedule B the provisions in this Schedule B shall
prevail. 4.1 When you enter into a CFD Contract with us, we deal on
our own account and act as a market maker with
1.2 Clauses 2 through and including 9 of this Schedule B respect to that CFD Contract. This means that we
together with the main body of the Terms shall govern generate the prices at which a CFD Contract is offered,
the relationship between you and us when you enter into entered into and sold.
a CFD Contract (defined below).
5. Opening CFD Contracts
2. Definitions
5.1 A CFD Contract will only be formed when you provide an
2.1 Words or phrases defined in the main body of the Terms instruction to place an Order on a quote provided by us
shall be assigned the same meaning in this Schedule B (either through the Trading Facility or via telephone),
unless otherwise defined. and we accept the instruction in accordance with clause
9 of the main body of these Terms.
2.2 In this Schedule B, the following words and phrases
shall, unless the context otherwise requires, have the 5.2 You may cancel an Order at any time by providing notice
following meanings and may be used in the singular or to us unless and until the Order has been executed in
plural as appropriate: whole or in part, only if the Order is an Entry Order. If an
Order has been executed in whole or in part it will not be
(a) "CFD Contract" means any CFD entered into possible for you to cancel the Order to the extent that
between you and us; the Order has been executed. If an Order is a Market
Order, it will not be possible for you to cancel the Order
(b) "Financial Instrument" means an investment at any time.
within articles 76 through 80 or 83 through 85
of the Financial Services and Markets Act 5.3 For Accounts where you are using the Non-Hedging
2000 (Regulated Activities) Order 2001; Setting, if you:
(c) "Finance Charge" means the fee charged by us (a) give an Order to open a long position in
to you for rolling a CFD Contract from one day relation to an Underlying Instrument on an
to the next; Account where at that time you already have
on that Account a short position in relation to
(d) "Transaction Charge" means the fee charged the same Underlying Instrument; or
by us to you for opening and/or closing a CFD
Contract where the Underlying Instrument is a (b) give an Order to open a short position in
Security. relation to an Underlying Instrument where
you already have a long position in relation to
the same Underlying Instrument;
3. Services
then we will treat your instruction to open the new
3.1 Subject to you fulfilling your obligations under the position as an instruction to close the existing position
Terms, we may enter into CFD Contracts with you, the to the extent of the size of the new position. If the new
subject of such contracts relating to any Underlying position is greater in size than the existing position, then
Instrument offered by us from time to time. the existing position will be closed in full and a new CFD
Contract will be opened in relation to the excess size of
3.2 A CFD is a cash-settled contract, which seeks to confer the new position.
similar economic benefits to an investment in the
_______________________________________________________________________________________________
5.4 For Accounts where you are using the Hedging Setting, NAME CHANGE, YOU AGREE THAT WE MAY WITH OR
if you: WITHOUT NOTICE TO YOU CLOSE THE RELEVANT CFD
CONTRACT ANYTIME WITHIN TWO DAYS OF THE
(a) give an Order to open a long position in EFFECTIVE DATE OF THE CORPORATE ACTION. YOU
relation to an Underlying Instrument on an SHOULD THEREFORE MONITOR ACTIONS RELEVANT TO
Account where at that time you already have THE UNDERLYING INSTRUMENTS OF YOUR CFD
on that Account a short position in relation to CONTRACTS AND TAKE PROACTIVE STEPS TO MANAGE
the same Underlying Instrument; or YOUR POSITIONS ACCORDINGLY.
7.1 Clause 7 of this Schedule B will apply to you when you 8.4 If a Regulated Market on which a Financial Instrument
enter into a CFD Contract with us, the Underlying is principally traded announces that pursuant to the
Instrument of which is a Security. rules of such Market the relevant shares have ceased,
or will cease to be listed, traded or publicly quoted on
7.2 If any Securities become subject to a dividend, stock the Market for any reason (other than a Merger Event or
split, reverse stock split, we shall determine in Take-over Offer) and are not immediately re-listed, re-
accordance with market practice the appropriate traded or re-quoted on a Market or quotation system
adjustment, if any, to be made to the current Contract located in the same country as the Market (or where the
Value or Contract Quantity of any related CFD Contract Market is within the European Union, in any member
in order to preserve the economic equivalent of the CFD state of the European Union), or already so issued,
Contract prior to the relevant event or to reflect the quoted or traded, and you have a CFD Contract relating
effect of the event on the relevant Underlying to the affected Financial instrument, the day on which
Instrument. Such adjustments will be effective as of the such an event occurs, or (if earlier) is announced, shall
date reasonably determined by us. be the Closing Date. The Closing Price will be such price
as we reasonably determine, as notified by us to you.
7.3 A CORPORATE ACTION IS SOMETHING WHICH WILL
BRING ABOUT A CHANGE TO A SECURITY, SUCH AS A
RIGHTS ENTITLEMENT ISSUE. WE DO NOT PROCESS 9. Transaction Costs and Rollover
MOST CORPORATE ACTIONS. IF THERE IS A
CORPORATE ACTION ON A SECURITY AND THAT 9.1 In respect of Transactions in certain CFD Contracts, we
SECURITY IS THE UNDERLYING INSTRUMENT OF A CFD may charge you a Transaction Charge and/or a Finance
CONTRACT YOU HAVE WITH US, UNLESS THE Charge. Transaction Charges will be specified in the
CORPORATE ACTION IS A DIVIDEND, STOCK SPLIT, Rate Card as amended from time to time. Transaction
REVERSE STOCK SPLIT, TICKER CHANGE AND/OR Charges and Finance Charges will be deducted from
_______________________________________________________________________________________________
your Account as set out in clause 9.7 of this Schedule B (b) close a CFD Contract (the Underlying
below. You must have sufficient money on your Account Instrument of such contract being a Security)
at the relevant time to meet such obligations. before the close of the Market where the
Underlying Instrument is traded, we will
9.2 Where you open a CFD Contract with us and the automatically roll over such open CFD
Underlying Instrument of that contract is a Security, we Contracts on your Account to the following
will charge you a Transaction Charge to open and close Business Day, and subsequently charge you
the CFD Contract. Details behind the Transaction the relevant Finance Charge.
Charge, including its calculation, are set out in the Rate
Card. 9.8 Where you open a CFD Contract and the Underlying
Instrument of such CFD Contract is an oil future, the CFD
9.3 A CFD Contract is generally considered an open-ended Contract will be a fixed term contract. This means that
contract with no definitive close date unless we, the the contract will have a defined close date, which will be
Underlying Instrument or the Market otherwise requires. notified to you on our website. If you fail to close such
Both open ended and fixed-term CFD Contracts will roll CFD Contract before the definitive close date, we will
over each trading day until you instruct us to close the automatically close it. Following a request by you, we
open CFD Contract (and we accept and act on that may, but are not obliged to, reopen that CFD Contract
instruction) or the definitive close date is reached. The on the following Business Day subject to the relevant
Contract Value of an open CFD Contract is adjusted with Finance Charge.
reference to the market price of the Underlying
Instrument each trading day that a CFD Contract
remains open. Schedule C: Business Terms for
9.4 For the purposes of determining and fulfilling your Spread Betting
obligations with respect to a CFD Contract, including but
not limited to your Margin obligations under these
Terms, a rolling CFD Contract shall be deemed to be a 1. Scope
single CFD Contract which is initiated when the CFD
Contract is first opened and closed when you instruct us
to close the open CFD Contract (and we accept and act 1.1 This Schedule C supplements and amends the Terms as
on that instruction) or the definitive close date is expressly provided below. In the event of any conflict or
reached. inconsistency between the main body of the Terms and
this Schedule C the provisions in this Schedule shall
9.5 We reserve the right to discontinue a rolling Market prevail.
facility at any time, on 30 days written notice to you,
unless we are required by any applicable law to 1.2 Clauses 2 through and including clause 10 of this
discontinue it immediately, in which case we will notify Schedule C together with the main body of the Terms
you as soon as possible. govern the relationship between you and us when you
enter into a Spread Bet Contract (defined below) with us.
9.6 Where you enter into a CFD Contract with us and you roll
that contract from one day to the next, we will charge 2. Definitions
you a Finance Charge relative to that Transaction,
which:
2.1 Words or phrases defined in the main body of the Terms
(a) will vary between Underlying Instruments; shall be assigned the same meaning in this Schedule C
unless otherwise defined.
(b) depend on the Contract Quantity; and
2.2 In this Schedule C, the following words and phrases shall,
(c) is subject to change from time to time. unless the context otherwise requires, have the following
meanings and may be used in the singular or plural as
The Finance Charge may be positive or negative, appropriate:
meaning that you will either owe money to us or receive
money from us each night a CFD Contract is rolled over. (a) “Spread Bet Contract” means any Spread Bet entered
Details about the Finance Charge are available on the into between you and us;
Trading Facility, our website, and/or the Rate Card.
(b) “Roll-Over Fee” has the meaning given to it in clauses
9.7 Depending on the Underlying Instrument, you may incur 9.4, 9.5 and 9.6 of this Schedule C.
the Finance Charge at different times. Unless you:
_______________________________________________________________________________________________
RIGHTS ENTITLEMENT ISSUE. WE DO NOT PROCESS the Underlying Instrument, or the Market otherwise
MOST CORPORATE ACTIONS. IF THERE IS A requires. Both open ended and fixed-term Spread Bet
CORPORATE ACTION ON A SECURITY AND THAT Contracts will roll over each trading day until you instruct
SECURITY IS THE UNDERLYING INSTRUMENT OF A us to close the open Spread Bet Contract (and we accept
SPREAD BET CONTRACT YOU HAVE WITH US, UNLESS that instruction) or the definitive close date is reached.
THE CORPORATE ACTION IS A DIVIDEND, STOCK SPLIT, The Contract Value of an open Spread Bet Contract is
REVERSE STOCK SPLIT, TICKER CHANGE AND/OR adjusted with reference to the Market price of the
NAME CHANGE, YOU AGREE THAT WE MAY WITH OR Underlying Instrument each trading day that a Spread
WITHOUT NOTICE TO YOU CLOSE THE RELEVANT Bet Contract remains open.
SPREAD BET CONTRACT ANYTIME WITHIN TWO DAYS
OF THE EFFECTIVE DATE OF THE CORPORATE ACTION. 9.2 For the purposes of determining and fulfilling your
YOU SHOULD THEREFORE MONITOR ACTIONS obligations with respect to a Spread Bet Contract,
RELEVANT TO THE UNDERLYING INSTRUMENTS OF including but not limited to your Margin obligations
YOUR SPREAD BET CONTRACTS AND TAKE PROACTIVE under these Terms, a rolling Spread Bet Contract shall
STEPS TO MANAGE YOUR POSITIONS ACCORDINGLY. be deemed to be a single Spread Bet Contract which is
initiated when the Spread Bet Contract is first opened
8 Exchange Suspensions and and closed when you instruct us to close the open
Spread Bet Contract (and we accept that instruction) or
Delisting the definitive close date is reached.
(a) "Affiliate" means, in relation to any person: (e) "CCP" means a central clearing house authorised
under Article 14 of EMIR or recognised under Article
(i) any entity controlled, directly or indirectly, by 25 of EMIR;
the person, or
_______________________________________________________________________________________________
(f) "CCP Service" means in respect of a CCP, an over- purposes of clauses 3 and 4 of this Schedule D and
the-counter derivative clearing service offered by which sets out in reasonable detail the issue in
such CCP; dispute (including, without limitation, the Relevant
Transaction(s) to which the issue relates);
(g) "Change of Status Party" means you, in respect of
whom the representation in clause 7.1(b) of this (p) "Dispute Resolution Procedure" means the
Schedule D proves to have been incorrect or identification and resolution procedure set out in
misleading in any material respect when made (or clause 4.1 of this Schedule D;
deemed repeated) by you;
(q) "Dispute Resolution Risk Mitigation Techniques"
(h) "Cleared" means, in respect of a Transaction, that means the dispute resolution risk mitigation
such Transaction has been submitted (including techniques for OTC derivative transactions set out in
where details of such Transaction are submitted) to Article 11(1)(b) of EMIR as supplemented by Article
a CCP for clearing in a relevant CCP Service and that 15 of Chapter VIII of the Commission Delegated
such CCP has become a Party to a resulting or Regulation (EU) No 149/2013 of 19 December
corresponding transaction, as applicable, pursuant 2012 and published on 23 February 2013 in the
to such CCP's Rule Set; Official Journal of the European Union;
(i) "Clearing Status Notice" means a notice in writing (r) "effectively delivered" means, with respect to a
from you to us specifying that, in respect of such Clearing Status Notice, Non-Clearing Status Notice
Representing Party, clause 7.1(b) of this Schedule D or Non-representation Notice in the manner set out
is disapplied and will not form part of the NFC in clause 33 of the main body of the Terms (save for
Representation; delivery by fax which will not be permitted in this
instance), provided that delivery of a Clearing Status
(j) "Commission" means the executive body of the Notice, Non- Clearing Status Notice or Non-
European Union which is responsible for proposing representation Notice will be deemed effective on
legislation, implementing decisions, upholding the the date that it is delivered, irrespective of whether
European Union's treaties and the day-to-day such date is a Business Day;
running of the European Union;
(s) "EMIR and Supporting Regulation" has the meaning
(k) "Data Reconciliation" means, in respect of a Party given to it in clause 5.1(a) of this Schedule D;
receiving Portfolio Data, a comparison of the
Portfolio Data provided by the other Party against (t) "ESMA" means the European Securities and
such Party’s own books and records of all Markets Authority established by Regulation (EU) No
outstanding Relevant Transactions between the 1095/2010 of the European Parliament and of the
Parties in order to identify promptly any Council;
misunderstandings of Key Terms;
(u) "European Union" means the economic and political
(l) "Delegated Reporting Service" means the Services union established in 1993 by the Maastricht Treaty,
contemplated in clause 10 of this Schedule D; with the aim of achieving closer economic and
political union between member states that are
(m) "Derivative Contract" means a financial instrument primarily located in Europe;
as set out in points (4) to (10) of Section C of Annex
I to Directive 2004/39/EC as implemented by (v) "Key Terms" means, with respect to a Relevant
Article 38 and 39 of Regulation (EC) No 1287/2006; Transaction and a Party, the valuation of such
Relevant Transaction and such other details the
(n) "Dispute" means any dispute between us and you: relevant Party deems relevant from time to time
which may include the effective date, the scheduled
(i) which, in the sole opinion of the Party maturity date, any payment or settlement dates, the
delivering the relevant Dispute Notice, is notional value of the contract and currency of the
required to be subject to the Dispute Relevant Transaction, the underlying instrument,
Resolution Procedure (or other Agreed the position of the counterparties, the business day
Process) pursuant to the Dispute Resolution convention and any relevant fixed or floating rates of
Risk Mitigation Techniques; and the Relevant Transaction. For the avoidance of
doubt, "Key Terms" does not include details of the
(ii) in respect of which a Dispute Notice has been calculations or methodologies underlying any term;
effectively delivered;
(w) "Legal Entity" means, other than a natural person,
(o) "Dispute Date" means, with respect to a Dispute, the any lawful or legally standing association,
date on which a Dispute Notice is effectively corporation, partnership, proprietorship, trust, or
delivered by one Party to the other Party save that if, artificial person created by or under the authority of
with respect to a Dispute, both Parties deliver a the laws of a state or nation, having the legal
Dispute Notice, the date on which the first in time of capacity to enter into agreements or contracts,
such notices is effectively delivered will be the assume obligations, incur and pay debts, sue and be
Dispute Date. "Dispute Notice" means a notice in sued in its own right, and/or to be accountable for
writing which states that it is a dispute notice for the illegal activities;
_______________________________________________________________________________________________
(x) "NFC Representation" means the representation set or misleading in any material respect when
out in clause 7.1 of this Schedule D; made (or deemed repeated) by you; and
(y) "NFC+ Party" means you if you have effectively (ii) which is subject to the clearing obligation
delivered to us a Clearing Status Notice, provided pursuant to EMIR;
that clause 7.1(b) of this Schedule D has not
subsequently been applied to you or a Non- (hh) "Relevant NFC Non-Clearable Transaction" means
representation Notice has not subsequently been any Transaction
delivered by you;
(i) in respect of which the representation in
(z) "Non-Clearing Status Notice" means a notice in clause 7.1(b) of this Schedule D was incorrect
writing from a NFC+ Party to us specifying that, in or misleading in any material respect when
respect of such NFC+ Party, clause 7.1(b) of this made (or deemed repeated) by you; and
Schedule D is applied and will form part of the NFC
Representation; (ii) which is subject to the Risk Mitigation
Techniques;
(aa) "Non-representation Notice" means a notice in
writing from you to us specifying that, in respect of (ii) "Relevant NFC Non-Clearable Transaction Risk
such Representing Party, clause 7.1(a) of this Mitigation Deadline Date" means the later of:
Schedule D and, where not already disapplied,
clause 7.1(b) of this Schedule D is disapplied and (i) the sixth Business Day following the date on
does not form part of the NFC Representation; which both us and you are aware that the
representation in clause 7.1(b) of the NFC
(bb) “Party” means us and/or you, as the context so Representation was incorrect or misleading in
requires; any material respect when made (or deemed
repeated) by you; or
(cc) "Portfolio Data" means, in respect of a Party
providing or required to provide such data, the Key (ii) the last day of any transitional period provided
Terms in relation to all outstanding Relevant in published official guidance, if any, from
Transactions between the Parties in a form and ESMA or the Commission in respect of the
standard that is capable of being reconciled, with a implementation of the relevant Risk Mitigation
scope and level of detail that would be reasonable Techniques following the change in status of a
to us if we were the receiving Party; non-financial counterparty (as such term is
defined in EMIR) or an entity established
(dd) "Portfolio Reconciliation Requirements" means the outside the European Union that would
requirements one or both Parties are subject to in constitute a non-financial counterparty (as
accordance with the Portfolio Reconciliation Risk such term is defined in EMIR) if it were
Mitigation Techniques; established in the European Union from an
entity not subject to the clearing obligation
(ee) "Portfolio Reconciliation Risk Mitigation pursuant to EMIR to an entity subject to the
Techniques" means the portfolio reconciliation risk clearing obligation pursuant to EMIR;
mitigation techniques for OTC derivative
transactions set out in Article 11(1)(b) of EMIR as (jj) "Relevant NFC Transaction" means any Relevant
supplemented by Article 13 of Chapter VIII of the NFC Non-Clearable Transaction and any Relevant
Commission Delegated Regulation (EU) No NFC Clearable Transaction;
149/2013 of 19 December 2012 and published on
23 February 2013 in the Official Journal of the (kk) "Relevant NFC Transaction Clearing Deadline Date"
European Union; means the date by which the Relevant NFC
Transaction is, or was, required to be Cleared under
(ff) "PR Due Date" means if the Portfolio Reconciliation and in accordance with EMIR;
Requirements require Data Reconciliation to occur:
(ll) "Relevant Transaction" means any Transaction
(i) less than weekly, the first day of each month which is subject to the Portfolio Reconciliation Risk
for the preceding month; Mitigation Techniques and/or the Dispute
Resolution Risk Mitigation Techniques;
(ii) once per week, the last Business Day of each
week for the week; or (mm) "Reporting Requirements" has the meaning given to
it in clause 5.1(a) of this Schedule D;
(iii) on each business day, on each Business Day;
(nn) "Representing Party" means you, provided that the
(gg) "Relevant NFC Clearable Transaction" means any NFC Representation has not subsequently been
Transaction: disapplied in respect of you;
(i) in respect of which the representation in (oo) "Risk Mitigation Techniques" means the risk
clause 7.1(b) of this Schedule D was incorrect mitigation techniques for OTC derivative
transactions set out in Article 11 of EMIR as
_______________________________________________________________________________________________
supplemented by Chapter VIII of the Commission (b) dispatch of the Confirmation to you in hard copy or
Delegated Regulation (EU) No 149/2013 published via email, where you have elected to receive
23 February 2013 in the Official Journal of the Confirmations in hard copy or via email,
European Union;
or if we notify you of an error in the Confirmation within
(pp) "Rule Set" means, with respect to a CCP Service, the the same period.
relevant rules, conditions, procedures, regulations,
standard terms, membership agreements, collateral 3.4 Through the Trading Facility and/or Secure Access
addenda, notices, guidance, policies or other such Website, you can generate daily, monthly and yearly
documents promulgated by the relevant CCP and reports of its Account. The provision of Account
amended and supplemented from time to time; information coupled with your ability to generate such
reports will be deemed delivery of Account Statements
(qq) "TR" has the meaning given to it in clause 5 of this
by us to you. You have an obligation to generate your
Schedule D.
own Account Statement at least once a month, to be
done on the first day of each month for the preceding
3. Agreement to Reconcile month and to perform a Data Reconciliation on each
PR Due Date. You may request receipt of Account
Portfolio Data Statements in hard copy or via email at any time by
submitting a written request to our Compliance Officer
3.1 Clause 10 of the main body of the Terms will not apply by email at (ComplianceEurope@fxcm.com).
to you with respect to your Transactions that are
Derivatives Contracts, instead clause 3 of this Schedule 3.5 Account Statements other than Account Statements
D shall apply in addition to any other provisions in other subject to a Data Reconciliation pursuant to clause 3.4
Schedules or Annexes to the Terms that are expressed of this Schedule D shall, in the absence of Manifest
to apply in place of clause 10 of the main body of the Error or grossly obvious inaccuracies, be conclusive and
Terms or any part thereof. binding on you, unless your notify us of your rejection
in writing within three Business Days of:
3.2 We and you agree to reconcile portfolios as required by
the Portfolio Reconciliation Risk Mitigation (a) the first day of each month (such rejection to
Techniques. We will provide you with Portfolio Data pertain to the previous month in accordance
and general account information through the Trading with your obligations under this clause 7.3 of
Facility and/or Secure Access Website. Account this Schedule D) where you have not elected to
information will usually include Confirmations with receive Account Statements in hard copy or via
ticket numbers, purchase and sale rates, used Margin, email; or
amounts available for margin trading, statements and
(b) dispatch of the Account Statement to you in
profits and losses, current open and pending positions
hard copy or via email, where you have elected
and any other information as required by the FCA to receive Account Statements in hard copy or
Rules. Updated Account information will generally be via email, or if we notify you of an error in the
available no more than twenty-four hours after any Account Statement within the same period.
activity takes place on your Account.
3.6 Account Statements subject to a Data Reconciliation
3.3 You acknowledge and accepts that the posting of pursuant to clause 3.4 of this Schedule D shall, in the
Confirmations within the Account information will be absence of Manifest Error or grossly obvious
deemed delivery of trading Confirmations by us to you. inaccuracies, be conclusive and binding on you, unless
You may request receipt of Confirmations in hard copy you notify us of one or more discrepancies which you
or via email at any time by submitting a written request determine, acting reasonably and in good faith, are
to our Compliance Officer by email to material to the rights and obligations of the Parties in
(ComplianceEurope@fxcm.com). Confirmations shall, respect of one or more Relevant Transactions in writing
in the absence of Manifest Error or grossly obvious within five (5) Business Days of:
inaccuracies, be conclusive and binding on you, unless
you notify us of its rejection in writing within the time (a) the PR Due Date (such discrepancies to pertain
frames stipulated in Article 11(1)(a) of EMIR as to the previous month in accordance with your
supplemented by the Commission Delegated obligations under this clause 7.3 of this
Regulation (EU) No 149/2013 of 19 December 2012 Schedule D) where you have not elected to
and published on 23 February 2013 in the Official receive Account Statements in hard copy or via
Journal of the European Union (as the same may be email; or
amended or re-enacted from time to time) of:
(b) dispatch of the Account Statement to you in
hard copy or via email, where you have elected
(a) the posting by us of the Confirmation within the to receive Account Statements in hard copy or
Trading Facility and/or Secure Access Website via email.
where you have not elected to receive trade
confirmations in hard copy or via email; or
_______________________________________________________________________________________________
3.7 Where you notify us of a discrepancy in accordance (c) with respect to any Dispute that is not resolved
with and within the time frame prescribed by clause 3.6 within thirty (30) Business Days of the Dispute
of this Schedule D, you and we will consult with each Date, refer issues internally to the appropriate
other in an attempt to resolve such discrepancies in a senior members of staff of such Party or of its
timely fashion for as long as such discrepancies remain Affiliate, adviser or agent in addition to actions
under clause 4.1(b) of this Schedule D
outstanding, using, without limitation, any applicable
(including actions under any Agreed Process
updated reconciliation date produced during the period identified and used under clause 4.1(b) of this
in which such discrepancy remains outstanding. Schedule D) and to the extent such referral has
not occurred as a result of action under clause
3.8 Without prejudice to clause 8.4 of the main body of the 4.1(b) of this Schedule D (including any Agreed
Terms, if you experience technical difficulties with Process).
either the Trading Facility or Secure Access Website
when performing your obligations under this clause 3 4.2 We and you each agree that, to the extent the Dispute
of this Schedule D, you may request receipt of a Resolution Risk Mitigation Techniques apply to each of
Confirmation or Account Statement and/or notify us of us and you, it will have internal procedures and
a rejection of a Confirmation or Account Statement or processes in place to record and monitor any Dispute
a discrepancy in an Account Statement, by contacting for as long as the Dispute remains outstanding.
our Compliance Officer via email at
ComplianceEurope@fxcm.com. 4.3 Clauses 3 and 4 of this Schedule D and any action or
inaction of either Party in respect of it are without
3.9 If we or you believe, acting reasonably and in good prejudice to any rights or obligations the Parties may
faith, that the Parties are required to perform Data possess in respect of each other under any Agreed
Reconciliation at a greater or lesser frequency than Process or other contractual agreement, by operation
that being used by the Parties at such time, the of law or otherwise. Action or inaction by a Party in
relevant Party will notify the other Party of such in respect of clauses 3 and 4 of this Schedule D will not
writing, providing evidence on request. From the date be presumed to operate as an exercise or waiver, in
such notice is effectively delivered, such greater or whole or part, of any right, power or privilege such Party
lesser frequency will apply and the first following PR may possess in respect of each other under any Agreed
Due Date will be the earlier of: Process or other contractual agreement, by operation
of law or otherwise. In particular, but without limitation,
(a) the date agreed between us and you, or
(a) any valuation in respect of one or more
(b) the last Business Day in the relevant Portfolio Relevant Transactions for the purposes of
Reconciliation period (being either a month, clauses 3 and 4 of this Schedule D will be
week or single day as applicable), such period without prejudice to any other valuation with
to start on the date that the Parties last respect to such Relevant Transaction(s) made
performed a required Data Reconciliation. for collateral, close out, dispute or other
purpose;
4. Dispute Identification and (b) the Parties may seek to identify and resolve
Resolution Procedure issues and discrepancies between themselves
before either Party delivers a Dispute Notice;
and
4.1 You and we agree that each of us will use the following
procedure to identify and resolve Disputes between (c) nothing in clauses 3 and 4 of this Schedule D
them: obliges a Party to deliver a Dispute Notice
following the identification of any such issue or
(a) either Party may identify a Dispute by sending discrepancy (notwithstanding that such issue
a Dispute Notice to the other Party. Each or discrepancy may remain unresolved) or
Dispute Notice will be effectively delivered if limits the rights of the Parties to serve a
delivered in accordance with clause 33 of the Dispute Notice, to commence or continue an
main body of the Terms; Agreed Process (whether or not any action
under clause 4.1 of this Schedule D has
occurred) or otherwise to pursue any dispute
(b) on or following the Dispute Date, the Parties
resolution process in respect of any such issue
will consult in good faith in an attempt to
or discrepancy (whether or not any action
resolve the Dispute in a timely manner,
under clause 4.1 of this Schedule D has
including, without limitation, by exchanging
occurred).
any relevant information and by identifying
and using any Agreed Process which can be
applied to the subject of the Dispute or, where 5. Confidentiality Waiver
no such Agreed Process exists or the Parties
agree that such Agreed Process would be
unsuitable, determining and applying a 5.1 Notwithstanding anything to the contrary in these
resolution method for the Dispute; and Terms or in any non-disclosure, confidentiality or other
_______________________________________________________________________________________________
agreement between the us and you, we and you each (a) to the extent that applicable non-disclosure,
hereby consent to the disclosure of information: confidentiality, bank secrecy, data privacy or
other law imposes non-disclosure
(a) to the extent required or permitted under, or requirements on transaction and similar
made in accordance with, the provisions of information required or permitted to be
EMIR and any applicable supporting law, rule disclosed as contemplated herein but permits
or regulation ("EMIR and Supporting you or us to waive such requirements by
Regulation") which mandate reporting and/or consent, the consent and acknowledgements
retention of transaction and similar provided herein shall be a consent by each
information or to the extent required or Party for purposes of such law;
permitted under, or made in accordance with,
any order or directive in relation to (and (b) any agreement between the Parties to maintain
including) EMIR and Supporting Regulation confidentiality of information contained in these
regarding reporting and/or retention of Terms or in any non-disclosure, confidentiality or
transaction and similar information issued by other agreement shall continue to apply to the
any authority or body or agency in accordance extent that such agreement is not inconsistent with
with which the other Party is required or the disclosure of information in connection with the
accustomed to act ("Reporting Reporting Requirements as set out herein; and
Requirements"); or
(c) nothing herein is intended to limit the scope of any
(b) to and between your (in the case of us) or our other consent to disclosure separately given by you
(in the case of you) head office, branches or to us or by us to you.
Affiliates, or any persons or entities who
provide services to you (in the case of us) or us 5.4 The consenting Party represents and warrants that any
(in the case of you) or its head office, branches third party to whom it owes a duty of confidence in
or Affiliates, in each case, in connection with respect of the information disclosed has consented to
such Reporting Requirements. the disclosure of that information.
7.1(a)(ii) of this Schedule D above, would not be which any such Balancing Payment Amount is
subject to the clearing obligation if it were to be paid; or
established in the European Union) in respect of
such Transaction. For the purposes of this clause (b) where clause 9.1(a) of this Schedule D does not
7.1(b) of this Schedule D, it is assumed that the apply:
Transaction is of a type that has been declared to be
subject to the clearing obligation in accordance with (i) agree, implement and apply any amendments
Article 5 of EMIR and is subject to the clearing or modifications to the terms of any Relevant
obligation in accordance with Article 4 of EMIR NFC Non-Clearable Transaction, or to any
(whether or not in fact this is the case), and that any related processes, and/or to take any steps to
transitional provisions in EMIR are ignored. ensure that the relevant Risk Mitigation
Techniques are adhered to in respect of each
8. Status And Change Of Status such Relevant NFC Non-Clearable Transaction
from, and including, the Relevant NFC Non-
Clearable Transaction Risk Mitigation
8.1 From and including the time at which you have Deadline Date, including any amendments,
effectively delivered to us a Clearing Status Notice, to modifications and/or steps, as applicable, to
but excluding the time at which you have effectively ensure the payment of any Balancing Risk
delivered to us a Non-Clearing Status Notice, clause Mitigation Payment Amount under clause
7.1(b) of this Schedule D is disapplied and does not 9.1(b)(ii) of this Schedule D; and
form part of the NFC Representation in respect of you.
(ii) agree the Balancing Risk Mitigation Payment
Amount, if any, payable between the Parties
8.2 From and including the time at which the NFC+ Party and the date on which any such Balancing Risk
has effectively delivered to us a Non-Clearing Status Mitigation Payment Amount is to be paid.
Notice, clause 7.1(b) of this Schedule D is applied and
will form part of the NFC Representation in respect of 9.2 We and you agree that, in addition to those events
the Party which has effectively delivered such Non- provided at clause 23 of the main body of the Terms,
Clearing Status Notice. each and any of the following shall constitute an Event
of Default:
8.3 From and including the time at which you have
effectively delivered to us a Non-representation Notice, (a) subject to clause 9.5 of this Schedule D, any
clause 7.1(a) of this Schedule D and, where not already Relevant NFC Clearable Transaction is not
disapplied, clause 7.1(b) of this Schedule D is Cleared by the Relevant NFC Transaction
disapplied and does not form part of the NFC Clearing Deadline Date (including, without
Representation in respect of you. limitation, as a result of the Relevant NFC
Transaction Clearing Deadline Date occurring
before the date on which both we and you are
9. Breach Of NFC Representation aware that the NFC Representation in respect
of such Relevant NFC Clearable Transaction
was incorrect or misleading in any material
9.1 If the representation in clause 7.1(b) of this Schedule D
respect); or
proves to have been incorrect or misleading in any
material respect when made (or deemed repeated) by
(b) the Risk Mitigation Techniques are not
you, the Parties will use all reasonable efforts, adhered to in respect of any Relevant NFC
negotiating in good faith and a commercially Non-Clearable Transaction by the Relevant
reasonable manner, to: NFC Non- Clearable Transaction Risk
Mitigation Deadline Date.
(a) if the Relevant NFC Transaction Clearing
Deadline Date has not occurred in relation to 9.3 Without prejudice to the rights, powers, remedies and
any Relevant NFC Clearable Transaction, privileges provided by law, neither the making by you
of an incorrect or misleading NFC Representation nor
(i) agree, implement and apply any amendments your failure to take any actions required by clause
or modifications to the terms of such Relevant 9.1(a) of this Schedule D to negotiate in good faith and
NFC Clearable Transaction and/or to take any
a commercially reasonable manner will constitute an
steps, as applicable, to ensure that such
Relevant NFC Clearable Transaction is Cleared Event of Default under the Terms.
by the Relevant NFC Transaction Clearing
Deadline Date, including any amendments, 9.4 Failure by us, for whatever reason, to take any action
modifications and/or steps, as applicable, to required by clause 9.1 of this Schedule D will not
ensure the payment of any Balancing Payment prevent us designating an event of default as a result
Amount under clause 9.1(a)(ii) of this Schedule of the occurrence of any of the events provided in
D; and clause 9.2 of this Schedule D.
(ii) agree the Balancing Payment Amount, if any, 9.5 With respect to a Relevant NFC Clearable Transaction
payable between the Parties and the date on and without prejudice to clause 9.2(b) of this Schedule
_______________________________________________________________________________________________
D, in the event that the Parties have taken action under 10.5 We shall, at all times, perform our obligations and
clause 9.1 of this Schedule D to ensure that such exercise discretion under this clause 10 of this Schedule
Relevant NFC Clearable Transaction is Cleared by the D with reasonable care, provided that we shall not be
Relevant NFC Transaction Clearing Deadline Date but required to do or cause to be done anything which:
such Relevant NFC Clearable Transaction is not Cleared
by the Relevant NFC Transaction Clearing Deadline (a) is not permitted or is otherwise contrary to or
Date for reasons set out in any execution and give-up inconsistent with the operating procedures of
agreement (howsoever described) between the Parties, any third party service provider or any TR
the consequences of such Relevant NFC Clearable (including any decision by a third party service
Transaction not being Cleared by the Relevant NFC provider or any TR not to permit us to submit
relevant data in accordance with these Terms);
Transaction Clearing Deadline Date will be the
or
consequences set out in the relevant execution and
give-up agreement (howsoever described) between the (b) is contrary to any law, rule or regulation or we
Parties and clause 9.2(a) of this Schedule D will not are otherwise prevented from doing by any
apply. law, rule or regulation.
10. Delegated Reporting Service 10.6 Notwithstanding any other provision of these Terms but
subject to the remaining provisions of this clause 10 of
this Schedule D, we will not have any liability to you (or
10.1 Where you are required to report your trades in any person claiming under or through you) whether in
Derivatives Contracts under EMIR and Supporting contract, tort (including negligence), breach of statutory
Regulations, we and you may agree from time to time or regulatory duty or otherwise, for any losses arising
for us to report your trades in Derivatives Contracts with directly from, or in connection with:
us to the relevant TR on your behalf (“Delegated
Reporting Service”). The provisions of this clause 10 of (a) our provision of, or your use of, the Delegated
this Schedule D shall apply to you where you subscribe Reporting Service;
to our Delegated Reporting Service.
(b) any acts, omissions or failures of any third
10.2 By subscribing to our Delegated Reporting Service, you party, including but not limited to any third
authorise us to report your trade-related data to any TR party service provider or a TR (including any
of our choosing on your behalf. Unless we and you decision by a third party service provider or a
otherwise agree, you acknowledge and accept that you TR not to permit us to submit relevant data via
are responsible for obtaining a Legal Entity Identifier the third party service provider or to a TR on
your behalf);
(“LEI”) or an interim pre-LEI at its own cost, and
providing that LEI or pre-LEI to us as soon as possible
(c) our performance of our obligations or exercise
but in no event later than fifteen (15) calendar days of our rights under this clause 10 of this
following a request from us to provide such details. We Schedule D;
may terminate your participation in the Delegated
Reporting Service immediately upon notice to you if you (d) the failure of any platform, system, interface or
fail to provide the relevant information to us in other technology, including any internal
accordance with this clause 10.2 of this Schedule D. platform, system, interface or other
technology, which we use or intend to use in
10.3 We will only report client trades where we directly face the performance of our obligations or exercise
you, which means that we will not report trades of our rights under this clause 10 of this
executed through a central counterparty or Schedule D; or
intercompany trades.
(e) a third party accessing or intercepting any of
your information or data,
10.4 Either you or we may terminate your subscription to the
Delegated Reporting Service. You may do so by except to the extent that such losses are due to the
notifying us by email at ComplianceEurope@fxcm.com gross negligence, willful default or fraud on our part.
that you no longer wish to utilise the Delegated You agree that we will not have any liability to you for
Reporting Service with termination to take effect any indirect or consequential loss or damage or for any
anytime within two (2) Business Days following our direct or indirect loss of business, profits, anticipated
receipt of the notice. We may terminate your savings or goodwill.
participation in the Delegated Reporting Service by
notifying you at least five (5) Business Days before your
use of the service is to cease. We may suspend the
Annex 1: Business Terms for
Delegated Reporting Service at any time with notice to
you where we reasonably believe that it is in your best
Residents of France
interests to suspend such service.
1. Introduction
_______________________________________________________________________________________________
the name and on behalf of you in accordance with the "retail client" and "eligible counterparty" will be those
procedures established by us from time to time. provided under French law, as set out in Articles L.
533-16 and D. 533-11 and seq. of the MFC and
5 Conduct of Business Rules Articles 314-4 and seq. of the AMF's General
Regulations.
8.1 The Agreement is entered into for an indefinite period and (c) “Consumer” has the meaning given to it in article
can be terminated in accordance with clause 31 of the 33, paragraph 1, let. a) of the Italian Consumer
main body of the Terms. Code that is any natural person who is acting for
purposes which are out of the scope of its
professional, commercial, business activity, if any;
9 Commissions, Charges, and (d) “Informative Document on Distance Marketing of
Investment Services and Activities” means the
Other Costs document drafted in accordance with Article 67-
quater and seq. of the Italian Consumer Code;
9.1 The provisions of clause 13.3 of the main body of the
Terms shall not apply to you. Rather, we may receive (e) “Informative Document on Investment Services
remuneration from, or share commissions and charges and Activities” means the document drafted in
with our associates, your Introducing Broker or other third accordance with Articles 29 and seq. of the Consob
parties in connection with Transactions carried out on your Regulation no. 16190/2007 on the information
behalf. We or any associate may benefit from related to investment services to be provided to
commission, mark-ups, mark-downs or any other clients or potential clients;
remuneration where we act for the counterparty to a
Transaction. Details of such remuneration or sharing (f) “Italian Branch" means the permanent
arrangements will be made available to you by us. establishment set up by us located and operating
in Italy at 10, Piazza Gianfranco Ferrè, 20025,
Legnano;
Annex 2: Business Terms for
(g) “Italian Consumer Code” means the Legislative
Residents of Italy Decree no. 206 of 6 September 2005, as
amended and reinstated;
_______________________________________________________________________________________________
(h) “Italian Data Protection Code” means the agree an investment strategy. We will manage
Legislative Decree no. 196 of 30 June 2003, as the monies allocated to the investment
amended and reinstated; strategy with a view to achieving the
investment objective, subject to any
(i) “Italian Financial Act" means the Legislative restrictions in the strategy and our Terms;
Decree no. 58 of 24 February 1998, as amended
and reinstated. (b) although we will use reasonable endeavours to
achieve the investment objective, we will not
4. Services be responsible if the investment objective is
not achieved for any investment strategy you
select;
4.1 We shall provide the Services to you in accordance with
the Terms as supplemented by this Annex 2. (c) you shall fill in and return a signed hardcopy of
an investment management form which will
4.2 Before and/or after entering into this Agreement but be provided by us to you prior to the
before you place any Order or Transaction with us, we will commencement of the Management Service.
provide you with the following additional documents:
5. Regulatory Disclosures 7.3 The Italian Branch may only transmit an Order to us for
execution by us (acting through our registered office)
and shall not transmit any instruction of yours to any
5.1 We are registered under no. 76 with the list kept by other person (except to an agent of ours).
Consob of EU investment firms with a branch in Italy and
are admitted to provide in Italy the following investment 7.4 For the avoidance of doubt, when liaising with our main
services and activities (as amended from time to time): office in the United Kingdom, our Italian Branch will not
(i) execution of orders on behalf of clients; (ii) foreign negotiate the terms of any contemplated Transactions
exchange services, where they are connected to the with you nor provide any advice to you in relation to any
carrying out of investment services; (iii) investment contemplated Transactions, and our Italian Branch will
research and financial analysis or other types of general not hold or receive any funds from you.
recommendations regarding financial instruments
transactions; (iv) investment advice on financial
instruments; (v) reception and transmission of orders; 8. Managed Account
and (vi) portfolio management.
8.1 Where you have requested to have your Account
6. Management Service managed by a third party, you acknowledge that we
and/or the Italian Branch may discontinue the Services
and/or refuse to accept instructions from your Attorney
6.1 We may from time to time offer a Management Service in relation to the Account on a one-off or on-going basis
in certain products. Where we agree to provide you with and in both cases without any advance notice.
a Management Service in writing:
8.2 You undertake to (i) verify that your Attorney has
(a) we will undertake an assessment of your obtained all licenses and authorisations pursuant to the
personal and financial circumstances and will
_______________________________________________________________________________________________
Applicable Regulations where necessary in light of the (e) contact you by telephone (including automated
activity effectively carried out by your Attorney, (ii) calls), post, email and other electronic messages
constantly monitor and supervise your Attorney’s such as short text, video and picture messaging,
conduct and (iii) to immediately revoke the Agency and fax, with information, news, events and
Agreement where you are informed of or discover that seminars on our services and those of Associated
your Attorney’s activity is not in compliance with the Companies and other selected partners; and/or
Applicable Regulations. Your Attorney’s activity of
account management may not be considered in (f) pass your personal data to selected third parties for
compliance with the Applicable Regulations, if the them to contact you for marketing purposes similar
relevant Attorney is not a duly authorised entity licensed to those set out above.
by Consob to provide you with portfolio management
service pursuant to the Italian Financial Act and the 10.2 You have the right, free of charge, to receive a copy of
Consob regulation no. 16190/2007 or if the Attorney is the information that the Italian Branch holds about you,
a foreign entity duly authorised in a member state of the to the extent that it constitutes your personal
European Union, it has not been admitted to provide you information. If you wish to exercise this right, you should
with portfolio management service in Italy in write to the Italian Branch’s data protection officer by
accordance with the Applicable Regulations. sending an email to ComplianceEurope@fxcm.com.
8.3 You agree to have full responsibility and liability for the
unlawful conduct of your Attorney and will reimburse us 11. Dispute Resolution and
against any loss, damage or expense incurred by us as
a result of your Attorney’s unlawful actions.
Governing Law
11.1 The out-of-court resolution procedures provided by
9. Account Statement article 32-ter of the Italian Financial Act will also apply
to disputes arising out of or in connection with this
9.1 You acknowledge that by logging into and checking the Agreement. In particular, if you are not an authorized
Trading Facility and/or the Secure Access Website, you person pursuant to article 6, paragraph 2 quarter, (d) of
may generate daily reports of your Account in order to the Italian Financial Act or a professional investor
be fully informed about any eventual losses produced on pursuant to article 6, paragraph 2 quinquies and 2
your positions. sexies of the Italian Financial Act, you are entitled to
address any complaint up to an amount of 500.000
Euros to the Arbitrator for Financial Disputes (“AFC”)
10. Confidentiality and Data held by Consob, regarding our alleged breach of the
Protection disclosure, diligence, correctness and transparency
obligations required of us in our provision of financial
services to you. Where you are eligible to complain, your
10.1 We and the Italian Branch will treat all information we right to file a complaint with the AFC cannot be waived
hold about you as private and confidential, even when and can always be exercised. Decisions by the AFC are
you are no longer a customer. You acknowledge that, not binding on you and you will not lose the right to bring
according to the Italian Data Protection Code, the Italian a court action against us unless you choose to accept
Branch and any of its Associated Companies may utilise the AFC’s decision.
the collected personal data, regardless your consent to:
11.2 If you are a Consumer in accordance with the Italian
(a) determine your identity and background before and Consumer Code, the jurisdiction competent to settle any
during the term of the Agreement for money dispute proposed by us vìs a vìs you arising in connection
laundering and regulatory purposes, administer with the Agreement will be the jurisdiction of the Italian
and operate your Account, provide Services to you, Courts where you are resident or domiciled and the
assess any credit limit or other credit decision (and Italian civil procedure code will be applied.
the interest rate, fees and other charges to be
applied to the your Account); and/or
Annex 3: Business Terms for
(b) comply and cooperate with regulators and the
courts and to comply with our legal obligations. Residents of Germany
You further acknowledge that, according to the Italian
Data Protection Code, the Italian Branch and any of its 1. Introduction
Associated Companies may utilise the collected personal
data with your consent to: 1.1 This Annex 3 supplements and amends the Terms as
expressly provided below and shall form part of and be
(c) improve any of our operations, procedures, subject to the Terms. In the event of any conflict or
products and/or Services during the term of the inconsistency between this Annex 3 and the remainder
Agreement and enable us to carry out statistical of the Terms, the provisions in this Annex 3 shall prevail.
and other analysis;
_______________________________________________________________________________________________
_______________________________________________________________________________________________
(e) “Greek Branch” refers to our branch office in consequently be those provided under English law and
Greece which is registered with the General not those provided under Greek law.
Commercial Register in Athens under the number
123480801001 and is domiciled at 98
Vouliagmenis Avenue, 16674, Glyfada, Athens, 6. Data Protection
Greece. In relation to certain operations (e.g. rules
of conduct) the Greek Branch is supervised by the 6.1 The Greek Branch undertakes to treat information on the
HCMC; Data Subjects as strictly confidential, in accordance with
the statutory provisions of the Data Protection Law. Such
(f) “HCMC” means the Hellenic Capital Market confidentiality shall not extend to any information:
Commission which is located at 1 Kolokotroni and
Stadiou Str (105 62 Athens); (a) with respect to which there is a legal disclosure
obligation to any competent authority;
(g) “MiFID” means Directive 2004/39/EC of the
European Parliament and of the Council of 21 (b) that the Greek Branch or we may have to invoke
April 2004 on markets in financial instruments before any court or other authority in our defence
amending Council Directives 85/611/EEC against any claim relating to our business
and 93/6/EEC and Directive 2000/12/EC of the relationship with you; and/or
European Parliament and of the Council and
repealing Council Directive 93/22/EEC; (c) the communication of which has been expressly
authorised by the Data Subjects or is necessary
(h) “MiFID Law” means the Greek law no. 3606/2007 for the fulfilment of the Greek Branch’s or our
implementing into the Greek jurisdiction the contractual obligations towards you or our and/or
MiFID, as in force each time; the Greek Branch’s compliance with internal
regulations.
(i) “Processing” means the storing and processing by
the Greek Branch of Personal Data; 6.2 In general, the Greek Branch is authorised to proceed
with the Processing of Personal Data. Personal Data may
(j) “Personal Data” means all information of which also be processed to evaluate your financial needs, for
the Greek Branch becomes aware in connection market research purposes and to offer you financial
with the business relationship with you, including services/products. Processing may continue after the
automated storage and processing; termination of the business relationship with the Greek
Branch for as long as it is required to wind up the
(k) “Tied Agent” means the tied agent referred to in terminated business relationship.
clause 8 of this Annex 4.
6.3 You may revoke the authorisation provided under clause
6.2 of this Annex 4 (above) at any time. By revoking this
4. Products and Services authorisation, you will prevent the Greek Branch from
Processing the information, and this may constitute an
4.1 Unless otherwise agreed between us and you, we will obstacle to the commencement or continuation of the
provide the Services to you exclusively from England, business relationship between you us and/or the Greek
where our registered office is located, on a pure cross- Branch. The Data Subjects may exercise their rights of
border basis. access and rectification of the Personal Data processed
by sending an email to our data protection officer at
4.2 Unless otherwise notified by us or provided in this Annex ComplianceEurope@fxcm.com.
4, we will provide our Services in those products listed
in clause 7 of the main body of the Terms subject at all 6.4 All client information shall be stored only as long as is
times to our having and maintaining the regulatory necessary for Processing and in accordance with the
permission to provide those Services and products on a statutory limitation periods and applicable regulations.
cross-border basis to persons who are either domiciled
in Greece or incorporated under the laws of Greece. A 6.5 You have a right of access to your personal data,
list of our permissions may be found on the FCA according to the Data Protection Law. The right of access
Register located at consists of a right of information on the above personal
http://www.fsa.gov.uk/register/home.do. data stored and/or processed by the Greek Branch, with
respect to the manner, the purposes and the duration of
4.3 We will not make available to you any credit facility that the Processing as well as the categories of recipients and
would constitute a credit operation in Greece, even if any changes made to such Personal Data. You may
such credit facility would be granted for the purpose of exercise the rights of access and rectification of the
placing an Order under this Agreement. Personal Data processed by sending an email to our data
protection officer at ComplianceEurope@fxcm.com.
5. Conduct of Business Rules 6.6 The Greek Branch may be required to forward to us all
necessary or required data for the performance of our
5.1 Because we will provide the Services to you exclusively duties, for the conduct of our business and for the
out of the United Kingdom on a pure cross-border basis, promotion of business relations.
the conduct of business rules resulting from MiFID
applicable to us when providing the Services to you will
7. Shared Commission
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8. Tied Agents
8.1 We have appointed a company with the name “Stentor
Group S.A.”, with registered seat at 98 Vouliagmenis
Avenue, Glyfada, Athens, Greece, General Commercial
Register number 123480801001, to act as our Tied
Agent in Greece, in accordance with MiFID. Stentor
Group S.A. is authorised by us to operate under the
trading names “FXCM Greece” and/or “FXCM Hellas”.
The Tied Agent has been registered with the HCMC’s
relevant tied agents’ registry, as prescribed by MiFID
and is authorised to promote, market and advertise the
Services and soliciting business for us in Greece. The
Tied Agent acts on our behalf, while we remain fully and
unconditionally responsible for any action or omission
on the part of the Tied Agent, when so acting.
9. Governing Law
9.1 Other than where mandatory rules of Greek law apply
(including but not limited to provisions of Consumer
Protection Law, Data Protection Law, MiFID Law etc.), a
transaction which is subject to the rules of a Market
shall be governed by the law applicable to it under those
rules. Subject thereto, the Terms and this Annex 4 shall
be governed by and construed in accordance with
English law.
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ACKNOWLEDGEMENT PAGE
Completion Note: If there is anything you wish to query, you should contact us as soon as possible and before you enter into the Terms. You
should complete this Acknowledgement Page only after reading the Terms and the relevant documents referred to in these Terms. When
you are prepared to enter into the Agreement by paper rather than electronic means, you should sign this Acknowledgement Page and return
one signed copy to us.
A. Please complete this Acknowledgement Page by ticking the boxes below to indicate your acknowledgement.
By ticking here, you acknowledge and agree that we may execute orders on your behalf outside a regulated market or multi-lateral trading
facility (as such terms are defined by FCA rules).
By ticking here, you acknowledge and agree that we will not publish unexecuted limit orders.
In order to provide services to you, we will use your personal data as explained in these Terms and in the Privacy Policy located at
https://www.fxcm.com/uk/legal/privacy-policy/ . By ticking here, you consent to our use your personal data in accordance with these
Terms and the Privacy Policy. Your consent specifically entitles us to share your personal data with any of our Agents and/or Associated
Companies in the United States of America, Australia, Israel, China, or other jurisdictions in or outside the EEA who may use it for the
same purposes as us.
We will execute your orders in accordance with our Order Execution Policy which is located at https://www.fxcm.com/uk/legal/general-
business-terms/ By ticking here, you consent to the terms of our Order Execution Policy.
By ticking here, you agree to receive Trading Statements and Confirmations electronically, rather than by paper, as described in these
Terms.
By ticking here, you acknowledge that you can access our Risk Disclosure at https://www.fxcm.com/uk/legal/general-business-terms/.
By ticking here, you acknowledge that you can access our Managing Conflicts of Interest Policy at
https://www.fxcm.com/uk/legal/general-business-terms/.
B. Agreement
I/We agree to the terms and provisions of the Agreement. Where I/we sign in a representative capacity, I/we confirm that I/we have full
power and authority to enter into this Agreement.
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