Client Service Agreement

Transcription

1 Clent Servce Agreement October 2016 Last Revew Date: October 2016 Phone: E-mal: Securtes Dealer Lcence No. SD008 Authorsed and regulated by the Fnancal Servces Authorty (FSA), SC Offce: Trop-X Securtes Exchange buldng, 3 F28-F29 Eden Plaza, Eden Island, Seychelles

2 1. DEFINITIONS INTERPRETATION OF TERMS 1.1 In ths Clent Servces Agreement (herenafter the "Agreement") the followng terms shall, unless the context otherwse pledges, have the followng meanngs and may be used n the sngular or plural as approprate: v v v v v x x x x x xv xv "Account" shall mean a transacton account of the Clent at Tckmll Ltd; "Account Statement" shall mean a perodc statement of the transactons credted or debted to an Account "Account Summary" shall mean a statement of the Clents securtes portfolo, open postons, margn requrements, cash depost etc. at a specfc pont n tme; "Agent" shall mean an ndvdual person or legal entty undertakng a transacton on behalf of another ndvdual person or legal entty but n hs/ts own name; "Authorsed Person" shall mean a person authorsed by the Clent to gve nstructons to Tckmll Ltd; Best Executon Polcy" shall mean Tckmll Ltd's prevalng polcy avalable at the webste of the broker and the Tradng Platform regardng best executon when executng clent orders; "Busness Day" shall mean any day on whch we are open for busness; "CFD Contract" or "CFD" shall mean a contract whch s a contract for dfference by reference to fluctuatons n the prce of the relevant securty or ndex; "Clent" shall mean the ndvdual person, legal entty or frm beng a customer of Tckmll Ltd; Clent Classfcaton" shall mean Tckmll Ltd 's overall, product-, or transacton specfc classfcaton of Clents; "Commercal use" shall mean any use of the Tradng Platform by Clents whch are legal enttes or frms; "Commssons, Charges & Margn Schedule" shall mean the schedule of commssons, charges, margn, nterest and other rates whch at any tme may be applcable to the Servces as determned by Tckmll Ltd on a current bass. The Commssons, Charges & Margn Schedule s avalable on Tckmll Ltd s webste and may be suppled to the Clent on demand; Conflct of Interest Polcy" shall mean Tckmll Ltd's prevalng polcy regardng conflcts of nterest whch s avalable at the webste; Contract" shall mean any contract, whether oral or wrtten, for the purchase or sale of any commodty, securty, currency or other fnancal nstrument or property, ncludng any dervatves such as an opton, a future, a CFD or other transacton relatng thereto, entered nto by Tckmll Ltd wth the Clent; Contract Opton" shall mean a contract between Tckmll Ltd and a Clent the terms of whch correspond n all respects to the terms of an opton, whch s quoted, lsted Tckmll Ltd 2

3 or ordnarly purchased or sold on and cleared through a regulated market place or another market; xv xv Counterpartes" shall mean banks and/or brokers through whom Tckmll Ltd may cover ts Contracts wth Clents or wth whom Tckmll Ltd otherwse deals n relaton to Clents' transactons; "Durable Medum" means any nstrument whch enables the Clent to store nformaton n a way accessble for future reference for a perod of tme adequate to the purposes of the nformaton and whch allows the unchanged reproducton of the nformaton stored; xv "Events of Default" shall have the meanng gven to ths term n Clause 20; xx xx xx xx "FIFO" s an abbrevaton of "Frst n Frst Out" and refers to the fact that n case one or more Contracts wth the same characterstcs shall be closed, Tckmll Ltd wll as a pont of departure close the older Contract frst; "Insde Informaton" shall mean non-publshed nformaton whch s lkely to have a notceable effect on the prcng of a Contract f t was made publc; "Introducng Broker" shall mean a fnancal nsttuton or advsor whch s remunerated by Tckmll Ltd and/or clents for referral of clents to Tckmll Ltd and/or for provson of advce to such Clents and/or executon of such Clents' transactons towards Tckmll Ltd; "Margn Trade" shall mean a Contract opened and mantaned based on a margn depost as opposed to a Contract based on a purchase prce; xx "Market Maker" shall mean a professonal partcpant n the fnancal markets who contnuously offers purchase and sale prces for a fnancal nstrument n order to buy and sell respectvely n the event of nterested Clents. Should Tckmll Ltd be a Market Maker t would n relaton to a transacton be the Clent's mmedate counterpart; xxv "Market Rules" shall mean the rules, regulatons, customs and practces from tme to tme of any exchange, clearng house or other organsaton or market nvolved n, or otherwse relevant to, the concluson, executon, terms or settlement of a transacton or Contract and any exercse by any such exchange, clearng house or other organzaton or market of any power or authorty conferred on t; xxv "Net Free Equty" s a bass of calculaton of nterest whch s calculated n accordance wth the defnton specfed n Tckmll Ltd's Commssons, Charges & Margn Schedule; xxv "OTC" shall mean any Contract concernng a commodty, securty, currency or other fnancal nstrument or property, ncludng any opton, future, or CFD whch s not traded on a regulated stock or commodty exchange but "over the counter"; xxv "Prvate use" shall mean any use of the Tradng Platform by Clents that are physcal persons; xxv "Prncpal" shall mean the ndvdual person or the legal entty whch s a party to a transacton; Tckmll Ltd 3

4 xxx xxx "Tckmll Ltd" shall mean Tckmll Ltd and wth the address of 3 F28-F29 Eden Plaza, Eden Island, Mahe, Seychelles or any branch hereof; "Securty" shall mean any securtes or other assets deposted wth Tckmll Ltd by the Clent; xxx "Servces" shall mean the servces to be provded by Tckmll Ltd subject to the Agreement; xxx "Settlement/Trade Confrmaton" shall mean a notfcaton from Tckmll Ltd to the Clent confrmng the Clent's entry nto a Contract; xxxv "Tradng Platform" shall mean any onlne tradng platform made avalable by Tckmll Ltd under the Agreement; 1.2 If there s any conflct between ths Agreement and relevant Market Rules, the Market Rules shall preval. 1.3 In ths Agreement any reference to an ndvdual person shall nclude bodes corporate, unncorporated assocatons, partnershps and ndvduals. 1.4 Headngs and notes n ths Agreement for reference only and shall not affect the contents and nterpretaton of the Agreement. 1.5 In ths Agreement references to any law, statute or regulaton or enactment shall nclude references to any statutory modfcaton or re-enactment thereof or to any regulaton or order made under such law, statute or enactment (or under such a modfcaton or re-enactment). 2. RISK ACKNOWLEDGEMENT 2.1 The Clent acknowledges, recognses and understands that tradng and nvestments n leveraged as well as non-leveraged Contracts s: hghly speculatve; may nvolve an extreme degree of rsk; and s approprate only for persons who, f they trade on margn, can assume rsk of loss n excess of ther margn depost. 2.2 The Clent acknowledges, recognzes and understands that: because of the low margn normally requred n Margn Trades, prce changes n the underlyng asset may result n sgnfcant losses, whch losses may substantally exceed the Clent's nvestment and margn depost; when the Clent drects Tckmll Ltd to enter nto any transacton, any proft or loss arsng as a result of a fluctuaton n the value of the asset or the underlyng asset wll be entrely for the Clent's account and rsk; the Clent warrants that the Clent s wllng and able, fnancally and otherwse, to assume the rsk of tradng n speculatve nvestments; Tckmll Ltd 4

5 v v v v the Clent agrees not to hold Tckmll Ltd responsble for losses ncurred as a consequence of Tckmll Ltd carryng the Clent's account and followng ts recommendatons or suggestons or those of ts employees, assocates or representatves, unless Tckmll Ltd has exercsed gross neglgence n connecton herewth; the Clent s aware of the fact that unless t s otherwse specfcally agreed, Tckmll Ltd shall not conduct any contnuous montorng of the transactons already entered nto by the Clent nether ndvdually nor manually. Hence, Tckmll Ltd cannot be held responsble for the transactons developng dfferently from what the Clent mght have pre-supposed and/or to the dsadvantage of the Clent; the Clent accepts that guarantees of proft or freedom from loss are mpossble n nvestment tradng; and the Clent accepts that the Clent has receved no such guarantees or smlar representatons from Tckmll Ltd, from an Introducng Broker, or representatves hereof or any other entty wth whom the Clent s conductng a Tckmll Ltd account 3. CLIENT CLASSIFICATION 3.1 Tckmll Ltd attaches dfferent levels of regulatory protecton to each category and hence to Clents wthn each category. In partcular, Retal Clents are afforded the most regulatory protecton; Professonal Clents are consdered to be more experenced, knowledgeable and sophstcated and able to assess ther own rsk and are thus afforded fewer regulatory protectons. 3.2 Tckmll Ltd offers ts Clents the possblty to request reclassfcaton onlne and thus to ncrease or decrease the level of regulatory protectons afforded. Where a Clent requests a dfferent categorsaton (ether on an overall level or on a product level), the Clent needs to meet certan specfed quanttatve and qualtatve crtera. 3.3 On the bass of the Clent's request, Tckmll Ltd undertakes an adequate assessment of the expertse, experence, and knowledge of the Clent to gve reasonable assurance, n the lght of the nature of transactons or servces envsaged that the Clent s capable of makng hs/her own nvestment decsons and understandng the rsks nvolved. However, f the above-mentoned crtera are not met, Tckmll Ltd reserves the rght to choose whether to provde servces under the requested classfcaton. 4. SERVICES 4.1 Subject to the Clent fulfllng ts oblgatons under ths Agreement, Tckmll Ltd may enter nto transactons wth the Clent n the followng nvestments and nstruments:. Futures, and CFDs on commodtes, securtes, nterest rate and debt nstruments, stock or other ndces, currences and base and precous metals; Spot and forward bullon, currences, and OTC dervatves; Tckmll Ltd 5

6 v v v Securtes, ncludng shares, bonds, and other debt nstruments, ncludng government and publc ssues; Optons and warrants to acqure or dspose of any of the nstruments above, ncludng optons and Contract Optons; Managed assets whether as OTC or stock exchange traded nstruments; and Such other nvestments as Tckmll Ltd may from tme to tme agree. 4.2 The Servces provded by Tckmll Ltd may nvolve: Margned transactons; or Transactons n nstruments whch are: traded on exchanges whch are not recognzed or desgnated nvestment exchanges; and/or not traded on any stock or nvestment exchange; and/or not mmedately and readly realsable. 4.3 Orders may be placed as market orders to buy or sell as soon as possble at the prce obtanable n the market, or on selected products as lmt and stop orders to trade when the prce reaches a pre-defned level. Lmt orders to buy and stop orders to sell must be placed below the current market prce, and lmt orders to sell and stop orders to buy must be placed above the current market prce. If the bd prce for sell orders or ask prce for buy orders s reached, the order wll be flled as soon as possble at the prce obtanable n the market. Lmt and stop orders are executed consstent wth "Tckmll Ltd's Best Executon Polcy" and are not guaranteed executable at the specfed prce or amount, unless explctly stated by Tckmll Ltd for the specfc order. 4.4 In relaton to any transacton or Contract, Tckmll Ltd wll effect such transacton or Contract as Prncpal unless t s specfcally agreed that Tckmll Ltd shall act as Agent for the Clent. 4.5 The Clent shall, unless otherwse agreed n wrtng, relatve to Tckmll Ltd enter nto Contracts as Prncpal. If the Clent acts as Agent, regardless of whether the Clent dentfes the Prncpal to Tckmll Ltd, Tckmll Ltd shall not be oblged to accept the sad Prncpal as a clent, and consequently Tckmll Ltd shall be enttled to consder the Clent as Prncpal n relaton to the Contract. 4.6 When the Clent enters nto a Contract Opton wth Tckmll Ltd, Tckmll Ltd wll act as counterparty to the Clent. Tckmll Ltd wll enter nto a contract wth a Counterparty whch s dentcal n all respects to the contract between Tckmll Ltd and the Clent. The Counterparty wll n turn enter nto a contract on the relevant exchange (unless Market Rules requres the Counterparty to act as Tckmll Ltd's agent n whch case Tckmll Ltd wll enter nto a contract on the exchange). The Clent s contractng wth Tckmll Ltd and has no rght of recourse aganst Tckmll Ltd's Counterpartes or any rght over contracts between Tckmll Ltd and ts Counterpartes. 4.7 In the event Tckmll Ltd provdes advce, nformaton or recommendatons to the Clent Tckmll Ltd shall not be responsble for the proftablty of such advce, Tckmll Ltd 6

7 nformaton or recommendaton as further stpulated n Clause 21, and the Clent acknowledges, recognzes and understands that: v v v v All transactons n exchange-traded nvestments and many Contracts wll be effected subject to, and n accordance wth, Market Rules; Market Rules usually contan far-reachng powers n an emergency or otherwse undesrable stuaton; If any exchange or clearng house takes any acton whch affects a transacton or Contract, drectly or ndrectly, ncludng any Contract Opton, then Tckmll Ltd s enttled to take any acton relevant to the stuaton and reasonable to the partes n the nterests of the Clent and/or Tckmll Ltd; Tckmll Ltd shall not be lable for any loss as further stpulated n Clause 22.3 and suffered by the Clent as a result of the acts or omssons of any exchange or clearng house or any acton reasonably taken by Tckmll Ltd as a result of such acts or omssons unless Tckmll Ltd has exercsed gross neglgence n connecton hereby; Where any transacton s effected by Tckmll Ltd as Agent for the Clent, delvery or payment (as approprate) by the other party to the transacton shall be at the Clent's entre rsk; Tckmll Ltd's oblgaton to delver nvestments to the Clent or to account to the Clent or any other person on the Clent's behalf for the proceeds of sale of nvestments shall be condtonal upon recept by Tckmll Ltd of delverable documents or sale proceeds (as approprate) from the other party or partes to the transacton; Tckmll Ltd may n whole or n part, on a permanent or temporary bass wthdraw any account faclty provded by Tckmll Ltd to the Clent. Stuatons where Tckmll Ltd may take such acton nclude stuatons where: Tckmll Ltd consders that the Clent may be n possesson of Insde Informaton; Tckmll Ltd consders that there are abnormal tradng condtons; or Tckmll Ltd s unable to calculate prces n the relevant Contract due to the unavalablty of the relevant market nformaton. Tckmll Ltd nforms the Clent of the wthdrawal and the reasons for t, where possble, before the wthdrawal and f ths s not possble mmedately thereafter, unless gvng such nformaton would compromse objectvely justfed securty reasons; v Tckmll Ltd. reserves a rght to rase commsson on wthdrawal up to 4.5% n case there s no suffcent tradng actvty between last depost and wthdraw request. 4.8 Normally Tckmll Ltd shall not provde any advce to the Clent on any tax ssues related to any Servces. The Clent s advsed to obtan ndvdual ndependent counsel from ts fnancal advsor, audtor or legal counsel wth respect to tax mplcatons of the respectve Servces. Tckmll Ltd 7

8 4.9 Notwthstandng any other provson of ths Agreement, n provdng ts Servces, Tckmll Ltd shall be enttled to take any acton consdered necessary and reasonable to ensure complance wth the Market Rules and all other applcable laws and regulatory decsons. 5. DEALINGS BETWEEN TICKMILL LTD AND THE CLIENT 5.1 The Clent may provde Tckmll Ltd wth oral or wrtten nstructons (whch shall nclude nstructons provded va the nternet or by e-mal as descrbed below). Tckmll Ltd shall acknowledge the recepton of the nstructons orally or n wrtng, as approprate. 5.2 The Clent shall nform Tckmll Ltd n wrtng of the persons the Clent has granted a Power of Attorney to nstruct Tckmll Ltd on behalf of the Clent. For practcal reasons, Tckmll Ltd can only undertake to regster one Power of Attorney for the Clent. If the Clent at any tme wshes to revoke such a Power of Attorney, to change the extent of the Power of Attorney, or grant Power of Attorney to a dfferent person ths shall also be nformed to Tckmll Ltd n wrtng. Tckmll Ltd s n accordance wth general rules regardng Power of Attorneys enttled to receve nstructons from any person authorsed by the Clent as well as persons who appear authorsed. 5.3 In addton to the terms lsted on Tckmll Ltd s webste and the terms stated n Secton 6 regardng the Tradng Platform, the followng terms apply to Contracts executed on the nternet: Tckmll Ltd shall not undertake the rsk towards Clents for any loss, expense, cost or lablty suffered or ncurred by the Clent due to falure of the system, transmsson falure or delays or smlar techncal errors unless Tckmll Ltd has exercsed gross neglgence n connecton herewth, notwthstandng Clause 6.9; v Tckmll Ltd may offer real-tme tradable prces to the Clent. Due to delayed transmsson between the Clent and Tckmll Ltd the prce offered by Tckmll Ltd may have changed before an order from the Clent s receved by Tckmll Ltd. If automatc order executon s offered to the Clent, Tckmll Ltd shall be enttled to change the prce on whch the Clent's order s executed to the market value at the tme at whch the order from the Clent was receved; Prces offered by Tckmll Ltd regardng the sale, purchase or exercse of Contract Optons reflect the prce of the relevant exchange traded product. Due to delays from the Clent's executon of an order or nstructon regardng a Contract Opton to the executon of the relevant exchange traded product on the exchange, the prce as lsted on the Tradng Platform s subject to change, n order for the Contract Opton to reflect the prce of the relevant exchange traded product at the tme of ts executon or exercse (as applcable); The Tradng Platform may be avalable n several versons, whch may be dfferentated n varous aspects ncludng, but not lmted to the level of securty appled, products and servces avalable etc. Tckmll Ltd shall not be lable to the Clent for any loss, expense, cost or lablty suffered or ncurred by the Clent due Tckmll Ltd 8

9 to the Clent usng a verson dfferent from Tckmll Ltd s standard verson wth all avalable updates nstalled; v v v v The Clent shall be responsble for all orders, and for the accuracy of all nformaton, sent va the nternet usng the Clent's name, password or any other personal dentfcaton means mplemented to dentfy the Clent; The Clent s oblged to keep passwords secret and ensure that thrd partes do not obtan access to the Clent's tradng facltes; If the Tradng Platform s used for Commercal use the Clent s lable to Tckmll Ltd for Contracts executed by use of the Clent's password even f such use mght be wrongful; Regardless of the fact that the Tradng Platform mght confrm that a Contract s executed mmedately when the Clent transmts nstructons va the Tradng Platform, t s the Settlement/Trade Confrmaton forwarded by Tckmll Ltd or made avalable to the Clent on the Tradng Platform whch solely consttutes Tckmll Ltd's confrmaton of executon. 5.4 Any nstructon sent va the Tradng Platform or by e-mal by the Clent shall only be deemed to have been receved and shall only then consttute a vald nstructon and/or bndng Contract between Tckmll Ltd and the Clent when such nstructon has been recorded as executed by Tckmll Ltd and confrmed by Tckmll Ltd to the Clent through the Settlement/Trade Confrmaton and/or Account Statement, and the mere transmsson of an nstructon by the Clent shall not consttute a bndng Contract between Tckmll Ltd and the Clent. 5.5 The Clent shall promptly gve any nstructons to Tckmll Ltd, whch Tckmll Ltd may requre. If the Clent does not gve such nstructons promptly, Tckmll Ltd may, at ts reasonable dscreton, take such steps at the Clent's cost, as Tckmll Ltd consders necessary or desrable for ts own protecton or the protecton of the Clent. Ths provson s smlarly applcable n stuatons when Tckmll Ltd s unable to obtan contact wth the Clent. 5.6 If the Clent does not provde Tckmll Ltd wth notce of ts ntenton to exercse an opton, a Contract Opton or another Contract whch requres an nstructon from the Clent at the tme stpulated by Tckmll Ltd, Tckmll Ltd may treat the opton or Contract as abandoned by the Clent. If the Clent wshes to exercse an opton, Contract Opton or another Contract, the Clent must provde Tckmll Ltd wth notce thereof n reasonable tme (and wthn applcable cut-off tmes) for Tckmll Ltd to exercse the correspondng rght under any contract equvalent to the Contract Opton that Tckmll Ltd has entered nto wth any Counterparty. Contract Optons (put and call) that close one tck or more n the money on the last tradng day wll automatcally be exercsed, regardless of whether the Clent has purchased or sold the Contract Opton. The Clent cannot nstruct Tckmll Ltd not to exercse Contract Optons that are n the money at expry, and cannot at any tme nstruct Tckmll Ltd to exercse Contract Optons that are out of the money. 5.7 Tckmll Ltd apples a random method of assgnment among ts Clents' Contract Optons when Tckmll Ltd s notfed by ts Counterpartes that one or more short Tckmll Ltd 9

10 opton postons have been assgned. Tckmll Ltd's allocaton method randomly selects short Contract Optons among all Tckmll Ltd's Clents' postons, ncludng Contract Optons opened mmedately pror to the assgnment. All short Contract Optons are lable for assgnment at any tme. If a short Contract Opton s assgned, the Clent s oblged, wthn the applcable tme of delvery, to delver the relevant amount of cash or assets n the case of a call Contract Opton and the relevant amount of cash n the case of a put Contract Opton, to effect settlement. 5.8 Tckmll Ltd may (but shall not n any crcumstances be oblged to) requre confrmaton n such form as Tckmll Ltd may reasonably request f an nstructon s to close an Account or remt money due to the Clent or f t appears to Tckmll Ltd that such confrmaton s necessary or desrable. 5.9 Pursuant to general rules regardng power of attorney the Clent s accountable to Tckmll Ltd for losses whch Tckmll Ltd may suffer as a result of nstructons from a person who has explctly or tact power of attorney to gve Tckmll Ltd nstructons on behalf of the Clent Tckmll Ltd reserves the rght n ts absolute dscreton to cancel, unwnd, close out, repar, renstate or take other acton t may deem necessary wth respect to open or closed trades of Clent or nstructons from the Clent where the trades executed or nstructons submtted would be n volaton of, but not lmted to, the Agreement, securtes markets legslaton, usual market practces, legslaton on money launderng or nsder tradng or f the Clent s usng or has otherwse engaged propretary or thrd party malcous and manpulatve software or plugns or general tradng style that n Tckmll Ltd s, ts elgble counterpartes' or lqudty provders' vew, has the actual, suspected or potental nature of breachng the Agreement or relevant securtes markets legslaton or Tckmll Ltd beleves that to execute ts absolute dscreton wth the regards to the above matters s necessary to protect ts own nterests, or the nterests of ts Clents In general, Tckmll Ltd shall act accordng to nstructons as soon as practcally possble and shall, as far as tradng nstructons are concerned, act consstent wth the broker's Best Executon Polcy. However f, after nstructons are receved, Tckmll Ltd beleves that t s not reasonably practcable to act upon such nstructons wthn a reasonable tme, Tckmll Ltd may defer actng upon those nstructons untl t s, n Tckmll Ltd s reasonable opnon, practcable to do so or as soon as possble notfy the Clent that Tckmll Ltd s refusng to act upon such nstructons It s possble that errors may occur n the prces of transactons quoted by Tckmll Ltd. In such crcumstances, wthout prejudce to any rghts t may have, Tckmll Ltd shall not be bound by any Contract whch purports to have been made (whether or not confrmed by Tckmll Ltd) at a prce whch: Tckmll Ltd s able to substantate to the Clent was manfestly ncorrect at the tme of the transacton; or was, or ought to have reasonably been known by the Clent to be ncorrect at the tme of the transacton. In whch case Tckmll Ltd reserves the rght to ether 1) cancel the trade all together or 2) correct the erroneous prce at whch the trade Tckmll Ltd 10

11 was done to ether the prce at whch Tckmll Ltd hedged the trade or alternatvely to the hstorc correct market prce Tradng strateges amed at explotng errors n prces and/or concludng trades at off-market prces (commonly known as "snpng") are not accepted by Tckmll Ltd. Provded that Tckmll Ltd can document that there on the tme of the concluson of the trade were errors n prces, commssons, or n the Tradng Platform, and provded Tckmll Ltd can render probable that the Clent, based on ts tradng strategy or other provable behavor, delberate and/or systematcally has exploted or attempted to explot such an error, Tckmll Ltd s enttled to take one or more of the followng countermeasures: v adjust the prce spreads avalable to the Clent; restrct the Clent's access to streamng, nstantly tradable quotes, ncludng provdng manual quotaton only; retreve from the Clent's account any hstorc tradng profts that Tckmll Ltd can document have been ganed through such abuse of lqudty at any tme durng the clent relatonshp; and/or termnate the clent relatonshp mmedately by gvng wrtten notce If the Clent s more than one person (for example, jont accountholders): v the labltes of each such person shall be drect, jont and several; Tckmll Ltd may act upon nstructons receved from anyone person who s, or appears to Tckmll Ltd to be, such a person, whether or not such person s an Authorsed Person; any notce or other communcaton provded by Tckmll Ltd to one such person shall be deemed to have been provded to all such persons; and the rghts of Tckmll Ltd under Clause 20 shall apply f an event descrbed n Clause 20 shall be deemed to have occurred n respect of any one of such persons The Clent agrees that Tckmll Ltd may record all telephone conversatons, nternet conversatons (chat), and meetngs between the Clent and Tckmll Ltd and use such recordngs, or transcrpts from such recordngs, as evdence towards any party (ncludng, but not lmted to, any regulatory authorty and/or court of law) to whom Tckmll Ltd at ts reasonable dscreton sees t to be desrable or necessary to dsclose such nformaton n any dspute or antcpated dspute between Tckmll Ltd and the Clent. However, techncal reasons may prevent Tckmll Ltd from recordng a conversaton, and recordngs or transcrpts made by Tckmll Ltd wll be destroyed n accordance wth Tckmll Ltd's normal practce. Consequently, the Clent should not rely on such recordngs to be avalable When the Clent nstructs Tckmll Ltd to enter nto a poston opposte to one or more of the Clent's open postons, Tckmll Ltd wll close out the opposte poston n accordance wth the FIFO prncples unless the poston has related orders or otherwse agreed. Tckmll Ltd 11

12 5.17 The Clent acknowledges that Tckmll Ltd has the rght to, but not the oblgaton to close drectly opposte postons. Ths apples not only when the postons are held on the on the same account, but also when they are held on separate accounts If the Clent operates several Accounts (or subaccounts) and opposte postons are opened on dfferent Accounts (or sub-accounts), Tckmll Ltd shall not close out such postons. The Clent s specfcally made aware that unless closed manually, all such postons may be rolled over on a contnuous bass and thereby consequently all ncur a cost for such roll-over Credt card processng on Tckmll Ltd's webste s provded by Procard Global Ltd, Wenlock Road, N1 7GU London, Unted Kngdom. 6. SPECIAL NOTE ON THE USE OF THE TRADING PLATFORM 6.1 The techncal requrements to whch the Clent's IT equpment, operatng system, Internet connecton etc. shall conform are descrbed on Tckmll Ltd's webste. 6.2 The Clent shall enter hs user ID and password when loggng on to the Tradng Platform. The Clent should memorze the password. The Clent s oblgated to notfy Tckmll Ltd wthout undue delay on becomng aware of unauthorzed use of the Tradng Platform, or f the Clent suspects that the password has been msapproprated by a thrd party, the Clent shall contact Tckmll Ltd mmedately to block hs Tradng Platform. The Clent can then order a new password. The Clent s for a perod of 18 months after notfcaton enttled to request Tckmll Ltd to provde the Clent wth the means to prove that he made such notfcaton. 6.3 The Clent can block hs Tradng Platform at any tme by contactng Tckmll Ltd. Blockng the Tradng Platform prevents other persons from accessng t. Open orders and postons placed on the platform before the blockng wll not be affected by the blockng unless the Clent specfcally requests so, and the Clent s responsble for decdng about hs postons. 6.4 The rght to use the Tradng Platform s personal, and the Clent shall not allow other persons to use hs user ID and/or hs password. If the Clent wants to allow a thrd party to trade on the Clent's account, the Clent shall ssue a separate power of attorney to the relevant thrd party. The power of attorney shall be wrtten on one of Tckmll Ltd's power of attorney forms. The ssue of the power of attorney shall be approved by Tckmll Ltd. 6.5 From the Tradng Platform the Clent can prnt reports on tradng actvtes and hs account balances. 6.6 Where the Clent has placed an order whch he subsequently regrets, the Clent may request that the order be cancelled up untl the tme of executon. The Clent s aware that Tckmll Ltd s under no oblgaton to cancel the order. A request for cancellaton or an order can be made va the Tradng Platform or by callng Tckmll Ltd Sales Tradng. Requests concernng cancellaton of orders generated when the margn s exceeded can only be made to Tckmll Ltd Sales Tradng. An order shall Tckmll Ltd 12

13 not be consdered to be cancelled untl the Clent has receved a wrtten confrmaton from Tckmll Ltd. 6.7 The Clent shall not be lable for unlawful use of the Tradng Platform occurrng after the Clent has nformed Tckmll Ltd. 6.8 Where the Tradng Platform s used for Prvate Use, Tckmll Ltd shall be lable for drect losses resultng from defectvely executed orders, unless defectvely executed order s due to condtons for whch the Clent s lable. Tckmll Ltd shall not be lable for any ndrect losses. 6.9 Tckmll Ltd shall not be lable for losses n cases of abnormal and unforeseeable crcumstances beyond the control of Tckmll Ltd pleadng for the applcaton of those crcumstances, the consequences of whch would have been unavodable despte all efforts to the contrary If the Tradng Platform s used for Commercal use Tckmll Ltd shall not be lable for any ndrect losses and/or losses resultng from: v Operatonal falures preventng the use of the Tradng Platform; Interruptons preventng the Clent from accessng the Tradng Platform; Use of the Internet as a means of communcaton and transport; Damage caused by matters relatng to the Clent's own computer systems Tckmll Ltd shall not be responsble for losses resultng from the Clent's nstallaton and use of the computer programs used on the Tradng Platform, unless such lablty follows from ndspensable rules of law. Where the Tradng Platform s used for Commercal Use, the Clent shall be responsble for ensurng that the Tradng Platform s adequately nsured aganst drect and ndrect losses whch may result from the nstallaton and use of the computer programs n the Clent's computer system. Furthermore, the Clent shall be oblged to make backup copes of data whch, should such data be lost, mght result n losses for the Clent Tckmll Ltd reserves the rght to archve or dsable the Clent Account that s nactve (no tradng and/or depost/wthdrawal actvty) for at least 90 calendar days and has a balance of equal or less than 10 euros or equvalent n other currences. The Clent Account may be restored from archve only to generate a report/statement and not for tradng or depostng. Restored Clent Account s agan put back to archve once the report/statement s generated. The Clent may always open a new tradng account and s allowed to transfer any archved balance to the new account. Tckmll Ltd s not oblgated to nform the Clent pror to or after archvaton/dsablng. 7. MARGINS, SECURITY, PAYMENTS AND DELIVERY 7.1 The Clent shall pay to Tckmll Ltd on demand: such sums of money by way of deposts, or as ntal or varaton margn as Tckmll Ltd may requre. In the case of a Contract effected by Tckmll Ltd on an exchange, such margn shall be not less than the amount or percentage stpulated by the Tckmll Ltd 13

14 relevant exchange plus any addtonal margn that Tckmll Ltd at ts reasonable dscreton may requre v such sums of money as may from tme to tme be due to Tckmll Ltd under a Contract and such sums as may be requred n or towards clearance of any debt balance on any Account; such sums of money as Tckmll Ltd may from tme to tme requre as securty for the Clent's oblgatons to Tckmll Ltd; and any amount to mantan a postve cash balance on any and all Account(s). 7.2 When dealng wth Contract Optons Tckmll Ltd wll enter nto a contract wth ts Counterpartes whch s dentcal n all respects to the Contract Opton between Tckmll Ltd and the Clent and Tckmll Ltd may under such Counterparty contract be requred to delver addtonal margn from tme to tme. Tckmll Ltd may wthout notce change the margn requrement towards the Clent to reflect changes n applcable margn requrements for Tckmll Ltd from tme to tme under any Counterparty contract. 7.3 If the Clent makes any payment whch s subject to any prce fluctuatons, wthholdng or deducton, the Clent shall pay to Tckmll Ltd such addtonal amount to ensure that the amount actually receved by Tckmll Ltd wll equal the full amount Tckmll Ltd would have receved had no prce fluctuatons, wthholdng or deducton been made. 7.4 Payments nto the Clent's account are deposted by Tckmll Ltd on the condton of Tckmll Ltd recevng the amount n queston. Ths shall apply rrespectve of whether t has been explctly stated n recepts or other notces of or requests for payment. 7.5 Wth the pror wrtten agreement of Tckmll Ltd on each occason, the Clent may depost Securty wth Tckmll Ltd or provde Tckmll Ltd wth a guarantee or ndemnty from a person and n a form acceptable to Tckmll Ltd nstead of cash for the purpose of complyng wth ts oblgatons. The Clent s made specfcally aware that Tckmll Ltd at ts reasonable dscreton may determne the value by whch Securty shall be regstered and consequently contrbute to Tckmll Ltd's demand towards the Clent and Tckmll Ltd may contnuously change such value of Securty wthout pror notce to the Clent. 7.6 The Clent s made aware that securtes held or deposted on the Clent's account wth Tckmll Ltd the Clent cannot put up as collateral or guarantee for any of the Clent's oblgatons towards a thrd party. 7.7 Any Securty wll be held by an ntermedate broker or elgble custodan, apponted by Tckmll Ltd, and the ntermedate broker or elgble custodan shall be responsble for clamng and recevng all nterest payments, ncome and other rghts accrung to the Clent. 7.8 Tckmll Ltd s wth the Clent's specfc consent enttled to: pass on any money or Securty receved from the Clent n order to satsfy Tckmll Ltd's oblgatons to any thrd party; Tckmll Ltd 14

15 v charge, pledge or grant any securty arrangement over Securty n order to satsfy Tckmll Ltd's oblgatons to any thrd party n whch case the Securty may or may not be regstered n the Clent's name; lend Securty to any thrd party n whch case the Securty may or may not be regstered n the Clent's name; and return to the Clent other Securty than the orgnal Securty. 7.9 Tckmll Ltd shall not be oblged to account to the Clent for any ncome receved by Tckmll Ltd as a result of carryng out any of the actvtes descrbed n ths Clause The Clent shall be oblged to promptly delver any money or property delverable by t under a Contract n accordance wth the terms of that Contract and wth any nstructons gven by Tckmll Ltd for the purpose of enablng Tckmll Ltd to perform ts oblgatons under any correspondng Contract entered nto between Tckmll Ltd and a thrd party If the Clent fals to provde any margn, depost or other sum due under ths Agreement n respect of any transacton Tckmll Ltd may close any open poston wthout pror notce thereof to payment of any amounts due to Tckmll Ltd. Ths s further regulated n Clause 8.2 and Clause If the Clent fals to make any payment when t falls due, the Clent shall pay nterest (from the due date and untl payment takes place) on the outstandng amount at the rate stated n the Commssons, Charges & Margn Schedule, cf. Clause The Clent s advsed that Tckmll Ltd shall have the rght, n addton to any other rghts t may have under ths Agreement, to lmt the sze of the Clent's open postons (net or gross) and to refuse orders to establsh new postons. Tckmll Ltd wll nform the Clent as soon as possble regardng such refused orders and the reason for the refusals. Stuatons where Tckmll Ltd may exercse such rght nclude, but are not lmted to, where: v Tckmll Ltd has reason to beleve that the Clent may be n possesson of Insde Informaton; Tckmll Ltd consders that there are abnormal tradng condtons; the value of the Clent's Securty (as determned by Tckmll Ltd n accordance wth Clause 7.4) falls below the mnmum margn requrement as defned n Tckmll Ltd s Commssons, Charges & Margn Schedule; or the Clent has a negatve cash-balance on any Account Settlement of Contract Optons shall correspond to the settlement of the relevant exchange traded opton n accordance wth the market rules and terms and condtons applcable to the relevant exchange traded opton. For Contract Optons on cash settled optons, fnal settlement requres payment of the cash dfference between the value of the underlyng opton and the strke prce. For Contract Optons regardng physcally settled optons, the Contract Optons wll settle nto the respectve contract, stock or other securty. Contract Optons regardng optons on futures wll settle nto a future acqured at the strke prce. Tckmll Ltd wll only Tckmll Ltd 15

16 allow the Clent to trade Contract Optons on Contracts wth physcal delvery f the Contract Opton expres before the underlyng Contract. Tckmll Ltd wll requre Clents to close any Contract wth physcal delvery of commodtes before they can be exercsed (.e. Tckmll Ltd does not support physcal delvery of commodtes). 8. MARGIN TRADES 8.1 On the date of the openng of a Margn Trade between Tckmll Ltd and the Clent, Tckmll Ltd may requre the Clent to have margn on the Account at least equvalent to Tckmll Ltd's ntal margn requrement. 8.2 Tckmll Ltd s margn requrement shall apply throughout the term of the Margn Trade. It s the Clent's responsblty contnuously to ensure that suffcent margn s avalable on the Account at any tme. If practcably possble Tckmll Ltd shall notfy the Clent f the margn requrements are not met. If, at any tme durng the term of a Margn Trade, the margn avalable on the Account s not suffcent to cover Tckmll Ltd's margn requrement, the Clent s oblged to reduce the amount of open Margn Trades or transfer adequate funds to Tckmll Ltd. Even f the Clent takes steps to reduce the sze of open Margn Trades or to transfer suffcent funds to Tckmll Ltd, Tckmll Ltd may close one, several or all of the Clent's Margn Trades or part of a Margn Trade and/or lqudate or sell securtes or other property at the Clent's account at ts sole dscreton wthout assumng any responsblty towards the Clent for such acton. 8.3 If Tckmll Ltd due to nsuffcent margn, cf. Clause 8.2, may close one, several or all of the Clent's Margn Trades, the Clent shall expect, unless otherwse agreed and confrmed by Tckmll Ltd that all of the Clent's open Margn Trades wll be closed. 8.4 If the Clent has opened more than one Account, Tckmll Ltd s enttled to transfer money or Securty from one Account to another, even f such transfer wll necesstate the closng of Margn Trades or other trades on the Account from whch the transfer takes place. 8.5 Tckmll Ltd s general margn requrements for dfferent types of Margn Trades are dsplayed on Tckmll Ltd's web ste. However, Tckmll Ltd reserves the rght to determne specfc margn requrements for ndvdual Margn Trades. 8.6 The Clent s specfcally made aware that the margn requrements are subject to change wthout notce. When a Margn Trade has been opened, Tckmll Ltd s not allowed to close the Margn Trade at ts dscreton but only at the Clent's nstructon or accordng to Tckmll Ltd's rghts under ths Agreement. However, Tckmll Ltd wll ncrease the margn requrements f Tckmll Ltd consders that ts rsk on a Margn Trade has ncreased as compared to the rsk on the date of the openng. 9. ACCOUNTS 9.1 Tckmll Ltd wll make avalable to the Clent a Settlement/Trade Confrmaton n respect of any transacton or Contract entered nto by Tckmll Ltd wth or for the Tckmll Ltd 16

17 Clent and n respect of any open poston closed by Tckmll Ltd for the Clent. Settlement/Trade Confrmatons wll normally be avalable nstantly followng the executon of the transacton. 9.2 An Account Summary and Account Statement are avalable to the Clent through the Tradng Platform. The Account Summary wll normally be updated perodcally durng Tckmll Ltd s openng hours. The Account Statement wll normally be updated every Busness Day wth nformaton for the prevous Busness Day. By acceptng ths Agreement the Clent agrees not to receve any Account Statements or Account Summares n prnted form from Tckmll Ltd other than upon specfc request. 9.3 Any notce or other communcaton to be provded by Tckmll Ltd under the Terms, ncludng Account Statements and Settlement/Trade Confrmatons, may be sent by Tckmll Ltd at ts opton to the Clent n electronc form by e-mal or by dsplay on the Clent's account summary on the Tradng Platform. The Clent s oblged to provde Tckmll Ltd wth an e-mal address for ths purpose. An e-mal message s consdered receved by the Clent when sent from Tckmll Ltd. Tckmll Ltd s not responsble for any delay, alteraton, re-drecton or any other modfcaton the message may undergo after transmsson from Tckmll Ltd. A message on the Clent's account on the Tradng Platform s consdered receved by the Clent when Tckmll Ltd has placed the message on the Tradng Platform. It s the responsblty of the Clent to ensure that the Clent's software and hardware setup does not stand n the way of the Clent recevng e-mals or get access to the Tradng Platform from Tckmll Ltd. 9.4 The Clent s oblged to verfy the contents of each document, ncludng documents sent n electronc form from Tckmll Ltd. Such documents shall, n the absence of manfest error, be deemed conclusve unless the Clent notfes Tckmll Ltd n wrtng to the contrary mmedately after havng receved such document. In the event that the Clent beleves to have entered nto a transacton or Contract, whch should have produced a Settlement/Trade Confrmatons or otherwse a postng on the Clent's account, but the Clent has not receved such confrmaton, the Clent must nform Tckmll Ltd mmedately when the Clent ought to have receved such confrmaton. In the absence of such nformaton the transacton or Contract may at Tckmll Ltd s reasonable dscreton be deemed non-exstent. 10. COMMISSIONS, CHARGES, AND OTHER COSTS 10.1 The Clent shall be oblged to pay to Tckmll Ltd the commssons and charges set out n the Commssons, Charges & Margn Schedule whch s avalable at Tckmll Ltd may vary such commssons and charges wthout notce when the change s to the Clent's advantage, or the grounds for changes are due to external crcumstances beyond Tckmll Ltd's control. Such crcumstances are: Changes n the relatonshp wth Tckmll Ltd's counterpartes, whch affect Tckmll Ltd cost structures; and/or Tckmll Ltd 17

18 Changes n commssons and charges from exchanges, clearng houses, nformaton provders or other thrd party provders that are passed on to the Clent by Tckmll Ltd Tckmll Ltd may vary such commssons and charges, wth one month's notce f: market condtons, ncludng compettve behavor, call for changes to Tckmll Ltd condtons; Tckmll Ltd for commercal reasons wshes to change ts general cost and prcng structure; and/or sgnfcant partculars of the Clent, based on whch ndvdual condtons were provded, have changed In addton to such commssons and charges, the Clent shall be oblged to pay all applcable VAT and other taxes, storage and delvery charges, exchange and clearng house fees and all other fees ncurred by Tckmll Ltd n connecton wth any Contract and/or n connecton wth mantanng the Clent relatonshp Furthermore, Tckmll Ltd shall be enttled to demand that the followng expenses are pad separately by the Clent: v v all extraordnary dsbursements resultng from the clent relatonshp e.g. telephone, telefax, courer, and postal expenses n case the Clent requests hardcopy Settlement/Trade Confrmatons, Account Statements etc. whch Tckmll Ltd could have delvered n electronc form; any expenses of Tckmll Ltd, caused by non-performance by the Clent, ncludng a fee determned by Tckmll Ltd n relaton to forwardng of remnders, legal assstance etc; any expenses of Tckmll Ltd n connecton wth reples to nqures by publc authortes, ncludng a fee determned by Tckmll Ltd n relaton to forwardng of transcrpts and enclosures and for the preparaton of copes; admnstraton fees n connecton wth securty deposts, and any expenses of Tckmll Ltd n relaton to a pledge, f provded, ncludng any nsurance premum payments; and any expenses of Tckmll Ltd n connecton wth audtor's comments/reports f such s requested by the Clent The fees wll be charged ether as a fxed amount correspondng to payments effected, or as a percentage or hourly rate correspondng to the servce performed. The methods of calculaton can be combned. Tckmll Ltd reserves the rght to ntroduce new fees Tckmll Ltd may share commssons and charges wth ts assocates, Introducng Brokers or other thrd partes or receve remuneraton from them n respect of Contracts entered nto by Tckmll Ltd. Detals of any such remuneraton or sharng arrangement wll not be set out on the relevant Settlement/Trade Confrmatons. Tckmll Ltd (or any assocate) may beneft from commsson, mark-up, mark-down or any other remuneraton where t acts for the Counterparty to a Contract. Tckmll Ltd 18

19 10.8 Tckmll Ltd wll upon reasonable request and to the extent possble dsclose to the Clent the amount of commsson, mark-up, mark-down or any other remuneraton pad by Tckmll Ltd to any Introducng Broker or other thrd party Unless specfed otherwse n ths Agreement, all amounts due to Tckmll Ltd (or Agents used by Tckmll Ltd) under ths Agreement shall, at Tckmll Ltd's opton: be deducted from any funds held by Tckmll Ltd for the Clent; or be pad by the Clent n accordance wth the provsons of the relevant dfference account, Settlement/Trade Confrmaton or other advce In respect of any transactons to be effected OTC, Tckmll Ltd shall be enttled to quote prces at whch t s prepared to trade wth the Clent. Save where Tckmll Ltd exercses any rghts t may have under ths Agreement to close a Contract, t s the Clent's responsblty to decde whether or not t wshes to enter nto a Contract at such prces Furthermore, the Clent acknowledges, recognzes and accepts that the procedures descrbed n Clause 10 and Clause 13 may result n addtonal ndrect costs for the Clent. 11. INTEREST AND CURRENCY CONVERSIONS 11.1 Subject to the Clause below and save as otherwse agreed n wrtng, Tckmll Ltd shall not be lable to: pay nterest to the Clent on any credt balance n any Account or on any other sum held by Tckmll Ltd; or account to the Clent for any nterest receved by Tckmll Ltd on such sums or nconnecton wth any Contract The Clent s enttled to nterest on the bass of the Clent's postve Net Free Equty n accordance wth the terms n Tckmll Ltd's Commssons, Charges & Margn Schedule The Clent s oblged to pay nterest on the bass of the Clent's negatve Net Free Equty n accordance wth the terms n Tckmll Ltd s Commssons, Charges & Margn Schedule Tckmll Ltd may vary such nterest rates and/or thresholds for nterest calculaton wthout notce when changes are to the Clent's advantage, or the grounds for changes are due to external crcumstances beyond Tckmll Ltd's control. Such crcumstances are: Changes n the monetary or credt polces domestc or abroad that affect the general nterest level n a way that s of mportance to Tckmll Ltd; Other changes n the general nterest level, ncludng n the money and bond markets, that s of mportance to Tckmll Ltd; Tckmll Ltd 19

20 Changes n the relatonshp wth Tckmll Ltd's Counterpartes, whch affect Tckmll Ltd s cost structures Tckmll Ltd may vary such nterest rates where the Tradng Platform s used for Commercal use wth one month's notce, and where the Tradng Platform s used for Prvate use wth two months notce f: market condtons, ncludng compettve behavor, call for a change to Tckmll Ltd condtons; Tckmll Ltd wshes to change ts general commsson, fee and prcng structure for commercal reasons; and/or changes to sgnfcant partculars of the Clent, based on whch ndvdual condtons were provded, occurs. The Clent s deemed to have accepted such changes f he does not, before the proposed date of ther entry nto force, notfy Tckmll Ltd that he does not accept them Tckmll Ltd s enttled, but shall not n any crcumstances be oblged, to convert: any realsed gans, losses, opton premums, commssons, nterest charges and brokerage fees whch arse n a currency other than the Clent's base currency (.e. the currency n whch the Clent's Account s denomnated) to the Clent's base currency; any cash currency depost to another cash currency depost for the purpose of purchasng an asset denomnated n a currency other than the Clent's base currency; any mones held by Tckmll Ltd for the Clent nto such other currency as Tckmll Ltd consders necessary or desrable to cover the Clent's oblgatons and labltes n that currency Whenever Tckmll Ltd conducts currency conversons, Tckmll Ltd wll do so at such reasonable rate of exchange as Tckmll Ltd selects. Tckmll Ltd shall be enttled to add a mark-up to the exchange rates. The prevalng mark-up s defned n the Commssons, Charges & Margn Schedule. 12. PLEDGE AGREEMENT 12.1 Any and all Securty transferred to Tckmll Ltd by the Clent or held by Tckmll Ltd or by Tckmll Ltd s Counterpartes on behalf of the Clent s pledged as a securty for any lablty that the Clent may have or get towards Tckmll Ltd. Wthout lmtaton such Securty shall comprse the credt balances on Accounts, the securtes regstered as belongng to the Clent on Tckmll Ltd's books, and the value of the Clent's open postons wth Tckmll Ltd If the Clent fals to fulfll any oblgaton under ths Agreement, Tckmll Ltd s enttled to sell any pledged Securty mmedately wthout any notce or court acton. Such sale shall take place by the means that Tckmll Ltd n ts reasonable dscreton Tckmll Ltd 20