TERMS OF BUSINESSPage 2 of 36

Terms of Business

TERMS OF BUSINESS
1.

Introduction
Notesco Limited (operating under the trade name “IronFX”) is a company incorporated
under the laws of Bermuda, with registration number 51491 (hereinafter “the Company” or“We” or “Our”). The Company will offer its services via the domain name www.IronFX.com(hereinafter the “Website”). The Company may also register and operate other websites
mainly for promotional and marketing purposes in languages other than English. The Client
accepts and understands that the official language of the Company is the English language.

2.

Definitions of Terms
Access Codes

Means any credentials provided by the Company for accessing the
Trading Platform or credentials used by the Client to access the Client
Portal;Agreement

Means this document;

Authorized

Means an individual duly authorized on behalf of the Client to perform

Personunder the Agreement;

BalanceMeans the net of all realized profits and losses on executed
Transactions and deposits/withdrawals to/from an account;Base currency

Means the designated currency of the Client’s Account;

CFD

Means a contract for differences;Charges

Means all charges, fees, mark-up, mark-down or other remuneration
payable to the Company under this Agreement in connection with aTransaction

ClientMeans any natural or legal person to whom the Company provides its
Services;

Client Account Means any and all accounts for trading opened by the Client with theCompany;Page 3 of 36

Terms of Business

Client’s

Means an account which holds client money identified separately from

Fundingany accounts used to hold money belonging to the Company;

Account
Client Portal

The portal on the Main Website through which the Client can accessthe Client Account;Contract

Means the principal contractual terms relating to a Financial

Specification

Instrument which include such matters as size, price and margin
requirements;

Electronic

Means any electronic trading facility offered by the Company (e.g.

Systems

MetaTrader platforms, web-based platforms, mobile platforms, etc.),
including the Client Portal on or through which a Client may send
information including prices, orders, bids, offers and executions for the
purposes of trading with or through the Company including any
hardware, software and/or communications link;

EquityMeans with respect to a Client’s Account the aggregate of (i) the
Balance; and (ii) unrealized profit or loss on open positions (after
deduction of any Charges and the application of any Spread on closingof a position) – which can be expressed as follows: Balance +/- Open
Positions – Spread - Charges;

Financial

Means the financial instruments described in p aragraph 3.2 of thisInstruments

Agreement;

Forex

Means trades on the foreign exchange market;

Free Margin

Means the amount of funds in the Client’s Account in excess of the
Margin requirement and available as collateral for trading; Free
Margin = Equity – Margin;

Introducing

Means any legal entity or a natural person obtaining remuneration

Brokerfrom the Company for introducing Clients to the Company;

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Terms of Business

Main Website

Means the website of the Company, being www.IronFX.com

MarginMeans the funds determined by the Company in its absolute discretionthat a Client is required to deposit with as collateral to secure the
Client’s liability for any losses which may be incurred in respect of any
Transaction and is required as a condition of entering into and/or
maintaining a Transaction with an open position;

Margin Level

Means: (Equity/ Margin) * 100; it determines the conditions of the
Client’s Account.

Paying Agents

Means any third party who is authorized by the Client to act on theirbehalf for any transfer/deposit or delivery of payment.

Power ofMeans the power to authorize a third party to act on behalf of the

Attorney

Client in all the business relationships with the Company;

Reference

Means property of any description (including a currency or currency

Assetpair) or an index or other factor designated in a CFD Transaction towhich reference is made to fluctuations in the value or price for the
purpose of determining profits or losses under the CFD Transaction;

Retail Client

Means a client who is not a Professional Client or an Eligible
Counterparty;

Swap rate

Means a charge by the Company for the interest cost and associatedcosts incurred in relation to the overnight rollover of an open position;

Services

Means the services provided to a Client as described in this Agreement;

SpreadMeans the difference between the lower bid price and higher offer
price of a quoted two-way price for a Financial Instrument;

The Company

Means Notesco Limited a company incorporated and registered under
the laws of Bermuda, with registration number 51491 and registered

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Terms of Businessaddress of Ground Floor, Swan Building 26 Victoria Street, Hamilton
HM 12 Bermuda.
Trading

Means the trading platform set up by the Company on which the

Platform

Client trades Financial Instruments;

Transaction

Means any type of transaction performed by the Company in the
Client’s account including but not limited to purchase and saletransactions

involving

Financial

Instruments,

deposits

andwithdrawals.

3.

Scope and Application

3.1

This Agreement applies to services provided with respect to all client account types
including an STP-ECN Client account.

3.2

This Agreement (and any amendments to this Agreement) supersedes any previous
agreement between the Company and the Client on the same subject matter and takes effectbetween the Company and the Client.

3.3This Agreement sets out the basis on which the Company agrees to provide its Services.

3.4

This Agreement is provided to assist the Client in making an informed decision about theCompany, its services and the risks of the Financial Instruments.

3.5

This Agreement should be read in its entirety in deciding whether:(a)(b)

to buy, sell or to continue to hold any Financial Instrument; and/or
to be provided with the Services.

4.

Provision of Services

4.1

The Company will provide to the Client the following Services:

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Terms of Business(a)

Execution of orders on behalf of Clients in relation to the Financial Instruments
below:
(i)
(ii)

(iii)

Contracts for Differences on spot FOREX, spot precious metals, futures,
shares or any other commodities available for trading
Options, futures, swaps, forward rate agreements and any other derivative
contracts relating to securities, currencies, interest rates or yields, or otherderivative instruments, financial indices or financial measures which may
be settled physically or in cash.
Options, futures, swaps, forward rate agreements and any other derivative
contracts relating to commodities that must be settled in cash at the optionof one of the parties (otherwise that by reason of a default or othertermination event).

4.2

The Services shall involve Transactions in Financial Instruments not admitted to tradingon Regulated Markets. By accepting this Agreement, the Client acknowledges and agrees
that he has given express prior consent to the execution of orders by the Company outside
a Regulated Market.

5.

Acknowledgment of Risks

5.1

When the Client trades CFDs with the Company, the Client will be entering into an offexchange (OTC) derivative transaction, by placing his orders through the Company’s
trading platform. OTC transactions may involve greater risk than investing in on-exchange
derivatives because there is no exchange market on which to close out an open position.
The Client needs to open and close a position with the Company that is not transferable toany other person. In this case, the client may be exposed to the risk of the Company default.

5.2

Contracts for difference, options, futures, swaps, forward rate agreements and many otherderivatives (including most put options) are leveraged products and involve a high level ofrisk. It is possible for the Client to lose all his capital invested. Therefore, these products
may not be appropriate or suitable for everyone and the Client should ensure that heunderstands the risks involved. The Client will not be required to cover losses exceeding
his invested capital as the Company applies a negative balance protection policy. If the
Client considers that he is not properly able to understand the investment risks involved heshould seek independent advice.

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Terms of Business

5.3

The Client unreservedly acknowledges and accepts that, regardless of any information,
which may be offered by the Company, the value of any investment in Financial
Instruments may increase or decrease and there is a substantial risk that the investment may
become of no value. In the case of Financial Instruments which are contracts for differencesor other contractually based derivatives the entire amount of margin deposit may be lost.

5.4

The Client acknowledges that the Company has not solicited, or in any other way
recommended his/her participation in trading with the Company pursuant to any particular
trading system, and that the Client has made inquiries and conducted research sufficient tomake an informed investment decision.

5.5

Client unreservedly acknowledges and accepts that he runs a great risk of incurring losses
as a result of purchasing and/or selling any Financial Instrument and the Client accepts anddeclares that he is willing to undertake this risk.

5.6

The Client acknowledges and accepts that the Company does not provide any investment
advice. The Company is not acting as an advisor to, or serving as a fiduciary of, the Client,and the Company specifically disclaims any such duties.

5.7

The Company’s services include products that are traded on margin and carry a risk oflosing all client’s initial deposit. Before deciding on trading on margin products a Client
should consider his/her investment objectives, risk tolerance and his/her level of experienceon these products. Margin products may not be suitable for everyone and Client should
ensure that he/she understands the risks involved. The Client should be aware of all therisks associated in regard to products that are traded on margin and seek independent
financial advice, if necessary.

6.

Electronic Systems and Trading

6.1

The Company shall provide the Client with Access Codes for entering into Transactions ordealings with or through the Company. Such Access Codes can be used to access theElectronic Systems. Any such dealings shall be carried out on the basis set out in thisparagraph and on the basis of any additional agreement which the Company may enter intowith the Client to regulate such activity.

6.2

The Client acknowledges and accepts that the Company has the right to restrict any accessto its Electronic Systems where it deems appropriate, for the smooth operation of its
Electronic Systems as well as to protect other client’s interest and its own. The Client will

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Terms of Businessonly be entitled to access the Electronic Systems and enter into dealings for its own use on
a non-exclusive, non-transferable basis.
6.3

All rights and interests and all intellectual property rights (including, without limitation, alltrademarks and trade names in or relating to the Company) are owned by the Company or
the Company’s suppliers or licensors and will remain the Company’s property or that of
the Company’s suppliers or licensors at all times. The Client will have no right or interestin those intellectual property rights other than the right to access the Electronic Systems.
The Client shall not copy, license, sell, transfer, make available the Electronic Systems orinformation on the Electronic Systems to any other person. The Client shall not remove oralter any copyright notice, or other proprietary or restrictive notice contained in theElectronic Systems.

6.4

The Client shall take all necessary precautions to ensure the confidentiality of all
information, including, but not limited to, the Access Codes to the Electronic Systems,
Transaction activities, account balances, as well as all other information and all orders. The
Client shall be solely responsible for all orders and the accuracy of all information sent via
the internet using its Access Codes. The Client acknowledges that the Company bears no
responsibility in the case that the Access Codes are used in an unauthorized manner. The
Client undertakes to notify the Company immediately if it comes to his attention that the
Client’s Electronic System Access Codes are being used unauthorized.

6.5

To the extent permitted by Applicable law, the Company shall not be liable for:
(a)

(b)

6.6

any loss, expense, cost or liability (including consequential loss) suffered or
incurred by the Client as a result of instructions being given, or any othercommunication being made via the internet or other electronic media; the Client
shall be solely responsible for all orders, and for the accuracy of all information,
sent via such electronic media; andany loss or damage that may be caused to any equipment or software due to any
viruses, defects or malfunctions in connection with the access to, or use of, theElectronic Systems.

If the Client should use a third party software application to provide trading signals or
advice or other trading assistance (an “Expert Advisor”) or uses MetaTrader Hosting, ahosting environment allowing for real-time access to the Client’s account, the Company
and its third party suppliers or licensors make no warranties or representations of any kind,
whether expressed or implied for the service it is providing. The Company and its third

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Terms of Businessparty suppliers or licensors also disclaim any warranty of merchantability or fitness for any
particular purpose and will not be responsible for any damages that may be suffered by the
Client, including loss of funds, data, non-deliveries or service interruptions by any cause
or errors or omissions by the Client. The Client’s use of any information obtained by wayof an Expert Advisor used in conjunction with MetaTrader Hosting or otherwise is at the
Client’s own risk, and the Company and its third party suppliers specifically disclaim any
responsibility for the accuracy or quality of information obtained through its services.
Connection speed represents the speed of an end-to-end connection. The Company and its
third party suppliers or licensors do not represent or guarantee the speed or availability ofend-to-end connections. The Company and its third party suppliers or licensors shall not
be subject to any damages or liability for any errors, omissions or delays therein including
unavailability. The licensed products and all components thereof are provided on an “asis” basis and are separate and distinct from the services provided under this Agreement.
Where the Company believes that a Client is using additional functionalities /plug-ins
where it affects the reliability and/or smooth and/or orderly operation of the Electronic
Systems, the Company has the right to suspend or terminate the Client’s Account.
6.7

The Company makes every effort to deliver high quality products. However, we do notguarantee that our products are free from defects. Our software is provided “as is” and theClient uses the web platform at his own risk. The Company makes no warranties as toperformance, fitness for a particular purpose, or any other warranties whether expressed or
implied. No oral or written communication from or information provided by the Company
shall create a warranty. Under no circumstances shall the Company be liable for direct,
indirect, special, incidental, or consequential damages resulting from the use, misuse, or
inability to use this software, even if the Company has been advised of the possibility ofsuch damages.

7.

Client Instructions and Orders

7.1

The Client understands and acknowledges that the Company will enter into transactions
with the client as principal (counterparty) not as an agent and where the client holds an
STP-ECN account the Company will nonetheless act on behalf of the Client in the capacityof agent for all STP-ECN Client Account Transactions. The Company will be thecontractual counterparty to the Client.

7.2

The Client can open and close a position via the Electronic Systems and can add or modify
orders by placing "buy limit", "buy stop", "sell limit", "sell stop", "stop loss" and/or "takeprofit" orders on any Financial Instrument.

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Terms of Business

7.3

The Client has the right to use a Power of Attorney to authorise a third person(representative) to act on behalf of the Client in all business relationships with theCompany as defined in this Agreement. The Power of Attorney should be provided to theCompany accompanied by all identification documents of the representative. If there is no
expiry date, the Power of Attorney will be considered valid until the written terminationby the Client.

7.4

The Client further ratifies and accepts full responsibility and liability for all instructions
given to the Company by the representative (and for all Transactions that may be enteredinto as a result) and will indemnify (fully compensate or reimburse) the Company and keep
the Company indemnified against any loss, damage or expense incurred as a result of acting
on such instructions. This indemnity shall be effective irrespective of the circumstances
giving rise to such loss, damage or expense, and irrespective of any knowledge, acts oromissions of the Company in relation to any other Account held by any other person or
body with the Company.

7.5

The Company reserves the right at its own discretion, without the Client’s consent, due torisk management policies to transfer the Client’s execution to STP/ECN execution when
the Client’s trading strategy, exposes the Company to greater risk than the Company cantolerate.

7.6

The Client acknowledges that the Company may reject orders and/or instructions by the
Client when they are not clear when the Client seeks to open a position, close a position or
modify or withdraw an order.

7.7

If any Financial Instrument Reference Asset which is a security becomes subject to possible
adjustments as a result of any of the events set out in paragraph 7.8 (referred to as"Corporate Event"), the Company will determine the appropriate adjustment, if any, to bemade to the opening/closing price, size, value and/or quantity of the correspondingtransaction (and also the level or size of the corresponding orders). This action is made inorder to (i) account for the diluting or concentrating effect necessary to preserve theeconomic equivalent of the rights and obligations of the parties under that transaction
immediately prior to that Corporate Event, and/or (ii) replicate the effect of the Corporate
Event upon someone with an interest in the relevant underlying Reference Asset security,
to be effective from the date determined by the Company.

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Terms of Business

7.8

The events to which paragraph 7.7 refers to are any of the following, by the declaration of
the issuer of a security:(a)a subdivision, consolidation or reclassification of shares, a share buy-back orcancellation, or a free distribution of bonus shares to existing shareholders,
capitalization or share split or reverse share split or similar event;(b)a distribution to existing holders of the shares or additional shares, other sharecapital or securities, granting the right to payment of dividends and/or proceedsfrom the liquidation of the issuer equally proportionate to such payments to holdersof the underlying shares, securities, or warrants granting the right to receive orpurchase shares for less than the current market price per share;(c)any other event regarding shares analogous to any of the above events or otherwise
having a diluting or concentrating effect on the market value of shares;(d)
any event analogous to any of the above events or otherwise having a diluting orconcentrating effect on the market value of any security not based on shares;(e)
any event that is caused by a merger offer made regarding the Company of theunderlying asset;(f)earnings announcements.

7.9

If any Financial Instrument Reference Asset which is a security becomes subject to a
specific risk resulting in a predicted fall in value, the Company reserves the right to restrict
short selling or even withdraw the specific Financial Instrument from the Trading Platform.

7.10

Determination of any adjustment or amendment to the opening/closing price, size, value
and/or quantity of the Transaction (and/or the level or size of any order) shall be at theCompany’s sole discretion and shall be conclusive and binding upon the Client. The
Company shall inform the Client of any adjustment or amendment via its internal mail oremail as soon as is reasonably practicable.

7.11

In the case where the Client has any open positions on the ex-dividend day for any of the
Financial Instrument Reference Assets, the Company has the right to close such positions
at the last price of the previous trading day and open the equivalent volume of theunderlying Financial Instrument at the first available price on the ex-dividend day. In thiscase, the Company will inform the Client via its internal mail or email of the said
adjustment and no Client consent will be required. In the case where the Company’s Risk
Management deems the Client is deliberately attempting to take advantage of the fact thatshares in a particular Spot Index going ex-dividend, the Company reserves the right toapply a dividend adjustment. In the case of short positions, the dividend adjustment will bePage 12 of 36

Terms of Businessdebited from the clients’ account where dividend adjustment = Index Dividend declared x
position size in Lots.
7.12

The Client acknowledges that orders shall be executed at the bid and ask prices that are
offered by the Company, which are an aggregation of prices from third party liquidity
and/or price feed providers. Due to the high volatility of the market as well as the internet
connectivity between the Client terminal and the Company’s server, the prices requestedby the Client and the current market price may change in the period between the Client
placing his order with the Company the time the order is executed. The Client
acknowledges that in the case of any communication or technical failure which results inthe quotation of off-market prices on the quotes feed (i.e. price errors or anomalies,
abnormal spreads, prices that freeze/stop updating or price spikes), the Company reserves
the right not to execute an order or, in cases in which the order was executed, to change theopening and/or closing price of a particular order or to cancel the said executed order, andthe Company will not be held liable for any losses incurred by the Client.

7.13

Considering the levels of volatility affecting both price and volume, the Company isconstantly seeking to provide client orders with the best execution reasonably possible
under the prevailing market conditions. Client’s orders (Buy/Sell, Buy Limit, Buy Stop,
Sell Limit, Sell Stop, Stop Loss and/or Take Profit) are executed at the requested/declared
price. However, during periods of volatile market conditions, during news announcements,
on opening gaps (trading session starts), or on possible gaps where the underlying
instrument has been suspended or restricted on a particular market, Buy/Sell Stop and Stop
Loss orders may not be filled at requested/declared price but instead at the next best
available price. In such case, Take Profit orders below/above Buy Stop/Sell Stop orders or
Stop Loss orders above/below Buy Stop/Sell Stop orders during activation will be
removed. The same execution policy applies when a trading strategy is deemed as abusive,
because it is aiming towards potential riskless profit or another strategy deemed by theCompany to be abusive. Accordingly, placing a Stop Loss order will not necessarily limit
the Client’s losses at the intended amount.

7.14

The Company shall not be liable for any delays, inaccuracies or other errors in thetransmission of any order, instruction or information from the Client to the Company due
to any cause beyond the reasonable control of the Company. Delays can be caused byvarious reasons depending on the current market conditions (e.g. high market volatility) as
well as a slow/weak internet connection (e.g. between the Client’s terminal and theCompany’s server).

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Terms of Business

7.15

The client acknowledges that in the case of any delay and/or disruption or outage in relation
to the Electronic Systems or any electronic communication (including the internet, theTrading Platform or electricity), if the Client wishes to place an order he must send an
email to the Dealing Desk of the Company at dealing@ironfx.com. Any emailcommunication must come from the Client’s registered email address with the Company,
and instructions sent by the Client via email will only be considered received and will only
then constitute a valid instruction and/or binding Contract between the Company and theClient once such instruction has been recorded as executed and confirmed by the Company.
The Client’s mere communication of an instruction does not constitute a binding Contract
between the Company and the Client. The Company will only execute the order within the
Company's trading hours as listed in the terminal of the Trading Platform and may change
from time to time.

7.16

The Client acknowledges and accepts that the Company reserves the right to refuse any
email instruction if the Company's personnel is not satisfied of the Client's identity, or if
the Client fails to provide clear instructions. The Client acknowledges that any instructions
shall be treated on a first come, first served basis and the Company bears no responsibility
for possible delays in placing the instruction with the Dealing Desk.

7.17“Manifest Error” means a manifest or obvious misquote by the Company or any market,
liquidity provider or official price source on which the Company has relied in connection
with any Transaction, having regard to the current market conditions at the time an orderis placed as the Company may reasonably determine. When determining whether asituation amounts to a Manifest Error, the Company may take into account any informationin its possession, including information concerning all relevant market conditions and any
error in, or lack of clarity of, any information source or announcement. the Company will,when making a determination as to whether a situation amounts to a Manifest Error, act
fairly towards the Client but the fact that the Client may have entered into, or refrained
from entering into, a corresponding financial commitment, contract or Transaction inreliance on an order placed with the Company (or that the Client has suffered or may suffer
any loss) will not be taken into account by the Company in determining whether there has
been a Manifest Error.

7.18

In respect of any Manifest Error, the Company may (but will not be obliged to):(a)amend the details of each affected Transaction to reflect what the Company may
reasonably determine to be the correct or fair terms of such Transaction absent such
Manifest Error; orPage 14 of 36

Terms of Business(b)

declare any or all affected Transactions void, in which case all such Transactions
will be deemed not to have been entered into.

7.19

The Company will not be liable to the Client for any loss (including any loss of profits,
income or opportunity) the Client or any other person may suffer or incur as a result of orin connection with any Manifest Error (including any Manifest Error by the Company) or
the Company decision to maintain, amend or declare void any affected Transaction, except
to the extent that such Manifest Error resulted from the Company own willful default or
fraud, as determined by a competent court in a final, non-appealable judgment.

7.20

Considering the volume of the Client’s order and the current market conditions, theCompany shall have the right to execute part of an order only.

7.21

The Company has the right at its discretion to increase or decrease Spreads of Financial
Instruments depending on the current market conditions and the size of the Client’s order.

7.22

The Swap rate is mainly dependent on the level of interest rates as well as the Company
fee for having an open position overnight. The Company has the discretion to change thelevel of the Swap rate on each Financial Instrument at any given time and the Client
acknowledges that he will be informed by the Main Website. The Client further
acknowledges that he is responsible for reviewing the contracts specifications located on
the Main Website for being updated on the level of Swap rate prior to placing any orderwith the Company.

7.23

The Company reserves the right, at its discretion, to increase the Swap rate for any Client
beyond the levels displayed on the Website, in the instance where the Client holds a
position for a period of 10 calendar days or more, or in the instance where the client isoverexposed, to reflect the increased cost of tier swap pricing when rolling positions.

7.24

The Company reserves the right to disable and/or enable swap free trading for Client’s
trading account and/or reverse any cumulative profits derived from the said trading at any
given time and/or retrospectively charge the waived swap fee. This can occur at times
where there is suspicion of swap abuse aiming at generating riskless profit where the Client
abuses the Company trading conditions/systems or where the Client’s trading strategy
imposes a threat to the Company trading facility or where the Company deems necessary
in order to protect the smooth operation of its trading facility. The Client further
acknowledges that swap free applies for 30 calendar days on Major Pairs and 10 calendar
days for every other instrument. Therefore, swap free accounts holding a position open on

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Terms of Business

Major Pairs for more than 30 calendar days and/or on other Instruments for more than 10
calendar days, will be credited or debited swap accordingly. Note that a storage amount
may apply instead for swap free account equivalent to the swap rates. In such case, thestorage amount will be credited/debited in the form of deposit/withdrawal from the accountequity.
7.25

Internet, connectivity delays, and price feed errors sometimes create a situation where there
is price latency on the Electronic Systems such that there is a disparity between the
Company quoted prices and current market prices for short periods. Client expressly
acknowledges and agrees that it shall not execute Transactions with the Company that rely
on price latency arbitrage opportunities either by using additional functionalities/plug-ins(i.e. Expert Adviser, etc.) or by any other means. If the Client acts in contravention of thisclause the Company reserves the right to (i) make corrections or adjustments to the relevant
Transaction execution prices to reflect what would have occurred had there been no pricelatency arbitrage; and/or (ii) cancel all the relevant Transactions; and/or (iii) terminate
without notice the Client’s Account with the Company; and/or (iv) charge anadministration fee equal to 10% of the deposited funds, with the maximum charge set at$200 or deposit currency equivalent.

8.

Expiry Transactions

8.1

For certain Financial Instrument Transactions an expiry date may apply (an “Expiry
Transaction”). The details of these dates are available in the Contracts Specification on theMain Website. The Client acknowledges and agrees that the Company will have the rightto close any Transaction in its sole and absolute discretion without notice if the Reference
Asset is a derivative Financial Instrument which may settle on expiry by a delivery otherthan in cash, a reasonable period prior to the expiry date as determined in the sole andabsolute discretion of the Company. The Company will not be subject to any obligation toroll over a position in such a derivative Financial Instrument.

8.2

The price of an Expiry Transaction will be (a) the last traded price at or prior to the closeor the applicable official closing quotation or value in the relevant Reference Asset asreported by the relevant exchange or market, errors and omissions excluded; plus or, as thecase may be, minus (b) any Spread that the Company applies when such an Expiry
Transaction is closed. Details of the Spread that the Company applies when a particular
Expiry Transaction is closed are available on request.

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Terms of Business

9.

Margin Leverage Levels

9.1

As a condition of entering into a Transaction, the Company requires the deposit of Margin
to secure the Client’s liability to the Company for any losses which may be incurred in
respect of the Transaction. The “Leverage Level” is the ratio of Margin to the market valueof the open Transaction position which it secures. By accepting this Agreement the Client
has read, understood and accepted the “Leverage Levels” as these are uploaded in the Main
Website. The Leverage Level of a Client’s Account(s) may be changed by the Company in
its absolute discretion with reference to such matters as the deposit or Margin amount heldin the Client Account and the size of credit exposure held on Financial Instrument(s) heldin the Client Account(s).

9.2

Margin requirements or Leverage Level may be set and varied without prior notice fromtime to time in the Company’s sole and absolute discretion in order to cover any realised
or unrealised losses arising from or in connection with Transactions, including subsequentvariation of any Margin rates set at the time Transactions are opened. The Client canrequest to change his account leverage at any time by contacting the Company. The Client
acknowledges that the Company has the discretion to change the Client’s trading accountleverage at any given time, without the Client’s consent, either on a permanent basis or fora limited period of time in accordance with the Company’s risk parameters, and that theCompany bears no responsibility for any losses/damages incurred by the Client as a result.
Such an event will be disclosed to the Client by the Company via its internal mail or byemail. On every Friday and between the hours of 21:00 till 24:00 and occasionally before
the release of major economic news, the Company maintains a maximum leverage of 1:100
on FX and 4 times the standard Margin requirement on remaining instruments other than
FX for any new positions opened during the said specified period.

9.3

The Client is obliged to maintain in his Account, at all times, sufficient funds to meet all
Margin requirements. In addition, the Company will be entitled to treat any assets deposited
with it by the Client from time to time (other than assets deposited for safe custody only)
as collateral against the Client’s Margin requirements. Only funds received net of any bankcharges, which relate to the transfer, will be credited as paid.

9.4

For STP accounts, in the event there is insufficient Margin in the Clients Account or in theevent that the deposited Margin is not sufficient to meet the required Margin rates, as
determined by the Company it may immediately close or terminate the Client’s Transaction
and Account without notice. Without prejudice to the generality of the foregoing, theCompany shall have the right, but shall not be obliged, to start closing Client’s positions

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Terms of Businessstarting from the most unprofitable, when the Margin is less than 100% of the Margin or
Leverage Level requirement. In the case where the Margin is equal to or less than 50% of
the Margin or Leverage Level requirement, then Client’s positions shall be automaticallyclosed, starting from the most unprofitable, at the then market price.
9.5

For any account other than an STP account for which there is insufficient Margin in the
Clients Account, or in the event that the deposited Margin is not sufficient to meet therequired Margin rates as determined by the Company, it may immediately close or
terminate the Client’s Transaction and Account without notice. Without prejudice to thegenerality of the foregoing, the Company shall have the right, but shall not be obliged, tostart closing Client’s positions starting from the most unprofitable, when the Margin is lessthan 40% of the Margin or Leverage Level requirement. In the case where the Margin isequal to or less than 20% of the Margin or Leverage Level requirement, then Client’s
positions shall be automatically closed, starting from the most unprofitable, at the thenmarket price.

9.6

The Client acknowledges that he is responsible for monitoring the Margin on his Accountand for reviewing the difference between the standard and premium accounts located on
the Main Website prior to opening an account and/or placing any order with the Company.

9.7

The Company reserves the right to change the Client Account type from premium tostandard and vice versa based on the total Margin deposits made on the Client’s account aswell as based on the Client’s trading account current balance.

10.

Market Abuse etc.
The Client shall not use the Electronic Systems for orders or Transactions for or inconnection with any activity which may constitute a fraudulent or illegal purpose or Market
Abuse or otherwise use of the Electronic Systems in contravention of any Applicable
Regulations. For the purposes of this Agreement "Market Abuse" means behaviour inrelation to investments which involves insider dealing, market manipulation or market
distortion in breach of Applicable Regulations. The Client undertakes to familiarise
himself and comply with any Applicable Regulations concerning the short sale of securities
if the Client seeks to execute a short sale contract for difference Transaction with a security
as a Reference Asset and the Client will ensure that his use of the Electronic Systems will
not result in a breach by the Company of any Applicable Regulations concerning the shortsale of securities or any terms of this Agreement concerning short sale orders ortransactions.

Page 18 of 36

Terms of Business

11.

Refusal to execute orders

11.1

The Company has the right to refuse to transmit and/or execute an order without any given
notice and/or explanation to the Client. Among the cases that the Company is entitled to
do so are the following (this list is non-exhaustive):
(a)
(b)
(c)
(d)

If the Client does not have the required Margin in the Client Account;
If the execution of the order would have an adverse effect upon the smooth
operation or the reliability of the Trading Platform;
If the order or its execution may have the object or effect of Market Abuse;
If the order may have the object or effect of money laundering in contravention
with applicable regulations

11.2

It is understood that any refusal by the Company to transmit and/or execute an order shallnot affect any obligation, which the Client may have towards theCompany, or any right, which the Company may have against the Client or his assets.

12.

Settlement of Transactions

12.1

The Company shall proceed to a settlement of all Transactions upon execution of such
Transactions. Unless otherwise agreed, the settlement of Transactions shall be inaccordance with the normal practice for the Financial Instrument or market concerned.

12.2

The Company provides the Client with online access to confirmations and accountstatements.

13.

Order Execution Policy

13.1

The Company takes all reasonable steps to obtain the best possible results for its Clients,
either when executing client orders or receiving and transmitting orders for execution in
relation to Financial Instruments.

Page 19 of 36

Terms of Business

13.2

When executing an order, the Company takes a number of different factors into
consideration such as the price, costs, speed, nature of the order size of the order and thelikelihood of execution.

13.3

The Company reserves the right to modify the spread and the client may experience
widened spreads and execution at the best available price under certain market conditions(for example, fundamental announcements, where there is a fast-moving market or low
liquidity).

13.4

The client who opens an STP-ECN account acknowledges that in case the Company
transmits the client’s order to the Liquidity Provider(s) for execution, the order may be
executed against the Liquidity Provider(s) or executed within the ECN of the Liquidity
Provider(s).

14.

Joint Accounts

14.1

If more than one natural person executes this Agreement (“Joint Account”), all such natural
persons agree to be jointly and severally liable for the obligations assumed in thisAgreement (which means, for example, that any one person can withdraw the entirebalance of the Account, and in the case of a debit balance or debt owed on the Account to
the Company, each Account holder is responsible for the repayment of the entire balance
and not just a share of it).

14.2

The Company shall be entitled to treat each Account holder of a Joint Account as having
full authority (as if they were the only person entering into the Agreement) on behalf of theothers to give or receive any instruction, notice, request or acknowledgement without
notice to the others, including an instruction to liquidate and/or withdraw investments fromthe Account and/or close any Account) however the Company may in its sole and absolute
discretion, require an instruction request or demand to be given by all Joint Account holders
before it takes any action.

14.3

One account holder may request the Company to convert the Account into a sole Account.
The Company may (but shall not be obliged) require authority from all Joint Accountholders before doing so. Any person removed from the Account will continue to be liable
for all obligations and liabilities under the Agreement relating to the period before they
were removed from the Account.

Page 20 of 36

Terms of Business

15.

Client Account

15.1

The Client must open a Client Account with the Company before any Transaction may beconcluded. This Agreement shall be considered effective upon the first receipt of funds in
the Client’s Account, provided that the Company has sent the Client written confirmationof his acceptance.

15.2

The Client shall not use the Client Account for payment to third parties.

15.3

The Client shall not open more than one Client Profile. If the Client has opened more than
one Client Profile (which is created when the Client registers their personal details, reads
and accepts the Terms of Business and has had the relevant identity checks successfullycompleted), the Company reserves the right to disable the Client Profile(s) in accordancewith Paragraph 27 below.

15.4

If the Client has opened more than one Client Account, the Company shall have the rightto treat these Client Accounts as a single Client Account. the Company shall accordingly
be entitled in its discretion (but shall not be obliged) to transfer and use available Margin
or other funds from one Client Account for the purposes of discharging Margin
requirements or liabilities in one or more of the Client’s other Client Accounts even if suchtransfer may result in the closure of open positions in any Client Account from which
Margin or other funds are transferred.

15.5

Any funds received in a currency for which the Client does not hold a Client Account shallbe converted by the Company into the Client’s Base currency. The conversion shall bemade at the exchange rate applied on the day and at the time when the relevant funds areat the disposal of the Company.

16.

Safeguarding of Client’s Funds

16.1

Any money received by the Company in respect of a Client’s Account with the Company
shall be treated as Client Money and placed into one or more accounts, denoted as ‘clients’accounts which are segregated from the Company’s own accounts.

16.2

By entering into this Agreement, the Client agrees that the Company will not pay the Clientinterest on Client Money or any other unencumbered funds.

Page 21 of 36

Terms of Business

16.3

Payment services may be provided by CIFOI Limited, registered in Gibraltar, and having
its registered office at 28 Irish Town, GX11 1AA, Gibraltar. CIFOI Limited is wholly
owned by Notesco Limited.

16.4

The Company may pass on Client Money or allow another person, such as an exchange, aclearing house or an intermediate broker, to hold or control Client Money where theCompany transfers the Client Money (a) for the purposes of a Transaction for the Client
through or with that person; or (b) to meet the Client’s obligations to provide collateral fora Transaction (e.g. a margin requirement for a derivative transaction). By accepting thisAgreement, the Client gives his consent and authorizes the Company, where applicable, totransfer/hold his funds within or outside the country of domicile of the Company, in one
or more segregated client’s account. The Company shall not be liable for the solvency, acts
or omissions of any institution with which Client Money are held.

16.5

The third party to whom the Company will pass money may hold it in an omnibus accountand it may not be possible to separate it from the Client’s money, or the third party’s
money in which case the Client will not have any claim against a specific sum in a specificaccount in the event of insolvency. The Company does not accept any liability or
responsibility for any resulting losses. In general, accounts held with institutions,
including omnibus accounts face various risks including the potential risk of being treatedas one (1) account in case the institution defaults. Another risk might be that the funds in
the Omnibus Account may be exposed to obligations of the Company connected with thepositions of other clients in case the Company is unable to meet its obligations towards
them.

16.6

The Client hereby agrees that, in the event that there has been no movement on the Client’s
Account balance for a period of at least three years (notwithstanding any payments orreceipts of charges, interest or similar items) and the Company is unable to trace the Client
despite having taken reasonable steps to do so, the Company may release any Client Moneybalances held for or on the Client’s behalf, from the Client accounts.

16.7

Any Client Account that has been inactive for 90 (ninety) days, including funding or
trading, and has an account balance of up to 1 cent (any currency) will be archived and theCompany shall have the right to deduct this remaining Client Money balance.

17.

Transfer of Funds

Page 22 of 36

Terms of Business

17.1

The Client shall clearly specify his name and all required information, in accordance withinternational regulations related to the fight against money laundering and terrorism
financing, on the payment document.

17.2

The Client acknowledges that they may incur external fees or charges on any payments toand from the Client’s Funding Account. Any amounts transferred by the Client to the
Client’s Funding Account will be deposited in the Client’s Account net of any
deduction/charges by the Client’s Funding Account providers.

17.3

The Company has the right to refuse a Client’s transferred funds in any of the following
cases (this list is not exhaustive):(a)
If the funds are transferred by a third party;(b)
If the Company has reasonable grounds for suspecting that the person whotransferred the funds was not a duly authorized person;(c)
If the transfer violates Applicable Regulations and legislation.

17.4

In any of the above cases, subject to applicable regulations, the Company will send backthe received funds to the remitter by the same method as they were received and the Client
will suffer the relevant Client Funding Account provider’s charges.

17.5

The Client gives his consent and authorizes the Company to make deposits and withdrawals
from the Client’s Funding Account on the Client’s behalf, including but not limited to, thesettlement of Transactions performed by or on behalf of the Client, for payment of allamounts due by or on behalf of the Client to the Company or any other person.

17.6

Clients may only fund their Client Account through the various methods available to themon the Client Portal, including the use of Paying Agents where available. Under nocircumstance should Clients effect any transfer of funds to their Client Account throughany method outside of the Client Portal. Where any transfer is effected by a Paying Agenton the Client’s behalf, delivery of payment by the Paying Agent shall be at the Client’s
entire risk.

17.7

By funding their Client Account the Client agrees and understands that neither theCompany nor any Paying Agent, Introducing Broker or third party is liable for any losses
that may arise during or as part of the transfer of funds. The Client understands that he/she
is solely liable for all fund transfers.

Page 23 of 36

Terms of Business

17.8

The Client acknowledges that the processing times for the receipt or credit of any funds toor from the Client’s Account may vary depending on the funding method chosen by the
Client.

17.9

The Client has the right to withdraw the funds which are not required for Margin free fromany obligations (i.e. Free Margin) from the Client’s Account without closing the said
account.

17.10 The Company reserves the right to impose minimum withdrawal amount thresholds at any
time.
17.11 Unless the Parties otherwise agree, in writing, any amount payable by the Company to the
Client, shall be transferred directly to the Client’s Funding Account.
17.12 Client’s withdrawals should be made using the same method used by the Client to fund his
Client Account and to the same remitter. The Company reserves the right to decline a
withdrawal with a specific payment method and will suggest another payment method asapplicable, after which the Client will need to proceed with a new withdrawal request fromthe Client Portal. Where applicable, the Company reserves the right to send Client’s funds
only in the currency as these funds were deposited. Where applicable, if the Company is
not satisfied with any documentation provided by the Client, then the Company will reverse
the withdrawal transaction and deposit the amount back to the Client’s Account net of any
charges / fees charged by the Client’s Funding Account providers.
17.13 Client fund withdrawal or transfer requests will be performed from the Client Portal.
17.14 The Company will generally process all withdrawal requests within one business day forrequests received in good order. The Company reserves the right to reject any withdrawal
requests where additional documentation or information is required from the Client. The
receipt of any withdrawal proceeds to the Client’s Funding Account will vary dependingon the funding method chosen by the Client.
17.15 The Client acknowledges that in case where a Client’s Funding Account is frozen for any
given period and for any given reason the Company assumes no responsibility and Client’s
funds will also be frozen. Furthermore, the Client acknowledges that he has read andPage 24 of 36

Terms of Businessunderstood the additional information provided on each payment method available on the
Client Portal.
18.

The Company Fees

18.1

For any Services provided to the Client, the Company is entitled to receive fees from the
Client as well as compensation for the expenses it will incur for the obligations it will
undertake during the execution of the said services. From time to time, the Company
reserves the right to modify the size, the amounts and the percentage rates of its charges
and the Client will be informed accordingly. The Client agrees that the Company is entitled
to change fees unilaterally without any consultation or prior consent from the Client.

18.2

The Company may charge a mark-up or mark-down (the difference between the price atwhich we take a principal position and the Transaction execution price with the Client).
The Company may alternatively agree to charge a commission or a combination ofcommission and mark-up or mark-down. Where the Client’s Account was introduced by
an Introducing Broker a portion of charges paid by the Client may be given to theIntroducing Broker. The Company may also charge for incidental banking-related fees
such as wire charges for deposits/withdrawals and returned cheque fees. The Client may
incur additional fees for the purchase of optional, value added services offered by theCompany.

18.3

The Client will pay the Company any amount, which he owes, when due, in freelytransferable, cleared and available same day funds, in the currency and to the accounts,
which will be specified, and without making any off-set, counterclaim, deduction orwithholding, unless the Client is required to do so by law.

18.4

The Company may deduct its charges from any funds which it holds on the Client’s behalf.
For this purpose, the Company will be entitled to combine or make transfers between anyof the Client’s Accounts. The Company has the right to close any open positions of the
Client in order to settle any obligations owned by the Client to the Company.

18.5

The Company will charge the Client interest on any amounts due, which are not paid, atsuch a rate as is reasonably determined by the Company as representing the cost of funding
such overdue amounts. Interest will accrue on a daily basis. Furthermore, in the case that
the Client fails to make the required deposit within the given deadline, The Company may
also proceed with the sale of Financial Instruments from his Client Account(s) without
further notice unless otherwise agreed upon by the Company and the Client. The Company

Page 25 of 36

Terms of Businesswill then notify the Client of the effected sale orally, via email or by sending a relevant
notification via our Trading Platform.
18.6

18.7

The Company may deduct or withhold all forms of tax from any payment if obliged to doso under applicable regulations. If the Client is required by law to make any deduction orwithholding in respect of any payment, the Client agrees to pay such amount to theCompany, and this will result in the Company receiving an amount equal to the full amountwhich would have been received had no deduction or withholding been required. The
Company may debit amounts due from any of Client’s Accounts.
The Company is not responsible for paying Client’s tax obligations in relation to possible
income tax or similar taxes imposed on him by his jurisdiction on profits and/or for tradingin Financial Instruments.

18.8

The Client acknowledges and accepts that in the case of no activity, including funding or
trading, within one year, the Company reserves the right to charge an annual fixedadministrative fee of 50 USD (or currency equivalent), subject to the Client having
sufficient funds available. In case the account balance is below USD 50 (or currency
equivalent), the Company will charge any remaining balance and archive the Client’s
Account.

18.9

The Client further acknowledges and agrees that in cases where deposits and withdrawals
are conducted on the Client account without any trading activity, the Company reserves
the right to charge an administration fee of 3% of the deposited funds to cover any
fees/transaction costs incurred by the Company. The administration fee will also be
charged in cases where the Company has reason to believe that the Client Account is being
used for purposes other than trading (i.e. the trading activity falls below the normal trading
threshold as determined by the Company from time to time).

18.10 The client acknowledges that the company reserves the right to charge an administration
fee in the amount of EUR 60 (or equivalent in other currency) in the instance where achargeback is placed either intentionally or unintentionally for any deposit made in a
Client’s Account. Once the chargeback is received by the Company, the administration fee
will be charged to the Client’s Account to cover further investigative expenses. In addition
to the administration fee, the Client will remain responsible for the sum of any unsuccessful
chargeback and any other charges that may be placed by the payment service provider orcard processor regarding any unsuccessful chargeback case.

Page 26 of 36

Terms of Business18.11 Any kind of fraud including credit/ debit card fraud, without exception, will not be tolerated
and will be investigated fully. If for any reason a claim, dispute, and/or chargeback is
received by any payment method and the Company has reason to suspect possible fraud,
the Client acknowledges that the Company reserves the right, at its sole discretion andwithout any limitation or notice, to place the following measures and restrictions on the
Client’s Account:
a)
b)
c)
d)

Block any access to the Company’s Electronic Systems and cancel the Client’s
Access Codes;
Terminate the Client’s Account in accordance with paragraph 27;
Close any open positions regardless of a loss or profit and debit the Client’s
Account;
Reverse any profits or revenues generated though prohibited trading activities andinform any interested third parties accordingly;

18.12 By accepting this Agreement, the Client has read, understood and accepted the “Contract
Specifications” as these are uploaded on the Main Website, in which all related
commission, costs and financing fees are explained. The Company reserves the right toamend at its discretion all such commission, costs and financing fees and the new
information will be available on the Main Website. It is the Client’s responsibility to visit
the Main Website and review the Contracts Specification during the time he is dealing with
the Company as well as prior of placing any orders with the Company.
19.

Introduction of Clients from an Introducing Broker

19.1

The Client may have been recommended by an Introducing Broker. Based on a writtenagreement with the Company, the Company will pay a fee or commission to theIntroducing Broker. This fee/commission is related to the frequency/volume oftransactions performed by and the number of referred Client to the Company. The
Company will disclose to the Client, upon his request, further details regarding the amountof fees/commission or any other remuneration paid by the Company to Introducing
Brokers, or other third parties.

19.2

The Client acknowledges and agrees that the Company shall not be responsible or liable
for any agreement or arrangement that may exist between the Client and the Introducing
Broker or for any additional costs in relation thereto that may arise as a result of thisAgreement.

Page 27 of 36

Terms of Business

19.3

The Client acknowledges and agrees that the Introducing Broker acts independently and is
not a representative or agent of the Company and does not otherwise act on behalf of theCompany. The Introducing Broker is not authorised to provide any guarantees or any
promises with respect to the Company or its Services and any advice or personal
recommendations given by an Introducing Broker to the Client regarding his Client
Account or Transactions is not given on behalf of the Company and nor does the Company
accept or assume any responsibility whatsoever for any such advice or recommendations.

19.4

In its written agreement with Introducing Brokers, the Company prohibits Introducing
Brokers from providing investment advice to Clients.

20.

Interest

20.1

The Company has no liability in regard to the payment of any interest earned on Client’s
deposited funds with the Company and/or on available credit balance on Client’s
account(s).

20.2

By accepting this Agreement the Client consents and waives any of his rights to receive
the interest earned on the deposited funds held by the Company on behalf of the Client andfurther acknowledges that the Company will be entitled to act as the beneficiary of suchinterest.

21.

Force Majeure

21.1

The Company shall not be liable to the Client for a failure to perform any obligation ordischarge any duty owed under this Agreement if the failure results from any cause beyond
its control, including, without limitation:
a)
b)
c)
d)
e)
f)
g)

acts of God, war, fire, flood, earthquake or other natural disaster;
terrorist attack, civil war, threat of or preparation for war, imposition of sanctions,
explosions;Postal or other strikes or similar industrial actions or disputes;
any law or any action taken by a government or public authority;
any breakdown, or interruption of power supply or failure of utility service or oftransmission or communication or computer facilities;
hacker attacks or other illegal actions against the Company’s electronic Trading
Platform or of the equipment of the Company;
the suspension, liquidation or closure of any market or the abandonment or failureof any event to which the Company relates its Quotes, or the imposition of limits or
special or unusual terms on trading in any such market or on any such event

Page 28 of 36

Terms of Business

h)
21.2

In case such an event occurs and the Company reasonably believes that Force Majeureexists, the Company may, without any prior notice to the Client, at any time and without
limitations, take any of the following actions:
a)
b)
c)
d)
e)
f)
g)

22.

the failure of any relevant exchange, clearing house and/or broker for any reason to
perform its obligations;increase margin requirements;
determine at its discretion the quotes and spreads that are executable through the
Trading Platform;
decrease leverage;
close out any or all Client’s Open Positions at such prices as the Company considers
in good faith to be appropriate;suspend or freeze or modify any or all terms of this Agreement to the extent that theForce Majeure makes it impossible or impracticable for the Company to comply
with them;suspend the provision of any or all services of this Agreement;take or omit to take any other actions as the Company deems reasonable withregards to the position of the Company, the Client and all the other Clients of theCompany;

Conflicts of Interest
The Company may be required to have arrangements in place to manage conflicts ofinterest between the Company and its clients and between clients themselves. The
Company will take all reasonable steps to avoid conflicts of interest. When conflicts ofinterest cannot be avoided the Company shall disclose to the Client the nature and sourceof the conflict. The Company shall at all times ensure that clients are treated fairly and withthe highest level of integrity and that their interests are protected.

23.

Anti-Money Laundering Provisions

23.1

The Company is obliged to follow certain requirements as set out by international standards
as well as local authorities for preventing and suppressing money laundering activities,
which requires investment firms to obtain certain verification documents from Clients.

23.2

The Company may request the Client to inform the Company how the invested funds wereobtained/accumulated and obtain verification documents from Clients.

Page 29 of 36

Terms of Business

23.3

The Company has the right not to carry out orders or instructions received from the Client,
as long as the Client has not supplied information requested by the Company. The
Company takes no responsibility for any possible delays where the Client’s verification
documents are outstanding.

23.4

The Client confirms that the funds deposited to the account held with the Company arederived from legitimate sources. The Client further acknowledges and confirms that he/she
has the financial resources and relevant knowledge to make an informed decision regarding
the funding and trading of the account, and that the Client is trading on his/her own behalf
and on his/her own accord.

24.

Communication between the Client and the Company

24.1

Unless otherwise specified, the Client has to send any notice, instruction, request or othercommunication via e-mail at support@IronFX.com.

24.2

All notices/information provided by the Company or received from the Clients should bein the English language.

25.

Complaint Handling Procedures

25.1

The Company has introduced an internal dispute resolution system to resolve any
complaints or concerns Clients may have. Clients who are not satisfied with any aspects ofour service should contact the Company’s Customer Support Department by emailing:support@IronFX.com.

25.2

If after receiving a response from Customer Support the issue is not resolved to the Client’s
satisfaction, Clients may refer the matter to the Compliance Department by emailing:
bmcompliance@notesco.com. Clients should include a detailed description of any
complaint as well as attach any supporting documentation.

25.3

Upon receipt by the Compliance Department of a formal complaint, a written
acknowledgment will be sent to the Client within five (5) Business Days.

25.4

The Compliance Department shall investigate and provide its final decision to the Client
within eight (8) weeks of receiving the complaint.

Page 30 of 36

Terms of Business

25.5

If the Compliance Department requires more time for investigating the complaint the Client
will receive a holding response justifying the reasons for the delay.

26.

Provision of Information, Data Protection

26.1

The Client shall promptly provide the Company with any information which it may request
as evidence for the matters referred to in this Agreement or to comply with any applicableregulations or otherwise and shall notify the Company if there are any material changes tosuch information. By opening an Account with the Company and by placing orders andentering into transactions, the Client acknowledges that he will be providing personal
information (possibly including sensitive data) and the Client consents to the processing ofthat information by the Company for the purposes of performing its obligations under thisAgreement and administering the relationship with the Client. Such purposes include theprocessing of instructions and generation of confirmations, the operation of control
systems; the operation of management information systems and allowing staff of any of
the Company’s affiliates who share responsibility for managing the Client relationshipfrom other offices to view information about the Client.

26.2

The Company shall be entitled to disclose personal information without informing the
Client to any regulatory or governmental authorities as may be required and/or where the
Client is directly or indirectly involved in fraud.

27.

Termination

27.1

The Company or the Client can terminate this Agreement by giving five (5) business days
written notice to the other party. During the termination notice, the Client is obliged toclose all open positions. In the case where the Client has open positions during thetermination notice period, then the Company reserves the right not to accept any new
Transaction orders and the Company shall have the right to close all of the Client's open
positions on expiry of the notice period to the extent the Client has not already done so.

27.2

Upon termination of this Agreement, the Company shall be entitled, without prior noticeof the Client, to cease the access of the Client to the Trading Platform.

27.3

The Company may close all open transaction positions and terminate this Agreement
immediately without giving five (5) business days written notice in the following cases:
If at any time:Page 31 of 36

Terms of Business

•
•
•
•

•

27.4

The Company may terminate this Agreement immediately without giving five (5) businessdays written notice, and the Company has the right to reverse and/or cancel all previoustransactions on a Client’s account, in the following cases:
(a)
(b)

27.5

The Client fails to comply fully and by the required time with any obligation to makeany payment when due under this Agreement;
The Company has reasonable grounds to believe that the Client is in breach of any
covenant or provision set out in this Agreement;
The Company believes that Client activity might be a violation of any applicableregulations;
The Client dies, becomes or is adjudged to be of unsound mind, is or becomes unable
to pay his debts as they fall due, is or becomes bankrupt or insolvent within the meaningof any insolvency law or any suit, action or proceeding is commenced for any
execution, any attachment or garnishment, or distress against, or an encumbrancer takes
possession of, all or any part of the property, undertaking or assets (tangible andintangible) of the Client;
The Client commences a voluntary case or other procedure, or there is an involuntarycase or other procedure, seeking or proposing, the appointment of an insolvency officer,
the liquidation, reorganization, an arrangement or composition, a freeze or moratorium,or other similar under any insolvency law.

The Client involves the Company directly or indirectly in any type of fraud, inwhich it places the interests of the Company and/or the Company’s clients at risk
prior to terminating this Agreement.
The Company have grounds to believe that the Client’s trading activity adversely
affects in any manner the reliability and/or smooth operation and/or orderly
functioning of the Trading Platform.

The termination of this Agreement shall not in any case affect, the rights of which havearisen, existing commitments or any contractual commitments which were intended toremain in force after the termination and in the case of termination, the Client shall pay for:
(a)
(b)
(c)

Any pending fees / commissions of the Company and any other amount payable to
the Company ;Any charges and additional expenses incurred or to be incurred by the Company asa result of the termination of this Agreement;
Any damages which arose during the arrangement or settlement of pending
obligations. The Company has the right to deduct such sums as are appropriate with

Page 32 of 36

Terms of Business

respect to all of the above Client liabilities or contingent liabilities from the Client’s
Account.
28.

General Provisions

28.1

The Client shall not assign, charge or otherwise transfer or purport to assign, charge orotherwise transfer his rights or obligations under this Agreement or any interest in thisAgreement, without the Company prior written consent, otherwise any purported
assignment, charge or transfer in violation of this paragraph shall be void.

28.2

If the Client is a partnership, or otherwise comprises of more than one person, his liability
under this Agreement shall be joint and several. In the event of the demise, bankruptcy,
winding-up or dissolution of any one or more of such persons, then (but without prejudice
to the above or the Company rights in respect of such person and his successors) the
obligations and rights of all other such persons under this Agreement shall continue in fullforce and effect.

28.3

Without prejudice, and to any other rights in which the Company may be entitled, theCompany may at any time and without notice to the Client set-off any amount (whether
actual or contingent, present or future) at any time, owing between the Client and theCompany. The Company can off-set any owned amounts using any account the Client
maintains with the Company.

28.4

If any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
respect under the law of any jurisdiction, neither the legality, validity or enforceability of
the remaining provisions of this Agreement nor the legality, validity or enforceability ofsuch provision under the law of any other jurisdiction shall be affected or impaired.

28.5

The Company’s records, unless proven to be wrong, shall be the evidence of Client’s
dealings with the Company in connection to the services provided.

28.6

This Agreement may be amended from time to time and the Company shall notify the
Client of the relevant amendment or about the updated Agreement either in writing or
through the Main Website. Any changes to this Agreement shall not apply to transactions
performed prior to the date on which the changes become effective unless specificallyagreed otherwise. Should the Client disagrees with the changes, he may terminate thisAgreement in accordance with paragraph 26 hereof.

Page 33 of 36

Terms of Business

28.7

A person who is not a party to this Customer Agreement has no rights to enforce any termsof this Customer Agreement.

28.8

In case the Company in good faith has reason to believe that a Client (whether individuallyor as part of a group) has participated in Abusive Behaviour as defined below, then the
Company is entitled at its sole discretion, to: (i) cancel any profits, as well as any
Introducing Broker’s fees, generated from Abusive Behaviour, (ii) to offset any resulting
losses against related/hedged winning accounts, (iii) to terminate that Client's access toservices provided by the Company and/or terminate the contract between the Company andthe Client for the provision of services, (iv) to block that Client's Account(s) (save whererequired otherwise by a relevant authority) and to arrange for the transfer of any unusedbalance (less any bonus (if applicable)) to the Client. For the avoidance of doubt, Abusive
Behaviour includes the following:
•
•
•

•

29.

giving instructions on behalf of a Client without due or proper authority;
repeatedly failing to respond to an email for a period of 15 days or more;
the Client, by himself or acting with others (including an Introducing Broker),
constructing a trading position or positions which have the purpose to generate profits
without exposure to economic risk, including without limitation loss of the Client's
capital (or the capital of others);
the Client, by himself or acting with others, having an account or accounts where the
Client hedging his positions including, without limitation, by holding open position(s)on the opposite of a trade, including, by way of illustration only, through use of a single
or correlated currencies, at given periods, internally (using other trading accounts heldwith the Company) or externally (using other trading accounts held with otherbrokers).

Representations, Warranties and Covenants:
On a continuing basis, a Client represents, warrants, covenants and undertakes to theCompany, both in respect of himself and any other person for whom the Client acts as anagent, that:(a)(b)

The Client is authorized and has the capacity to enter into this Agreement and any
transactions which may arise under them;
The Client is over 18 years old;Page 34 of 36

Terms of Business

(c)

(d)
(e)
(f)

(g)
(h)
(i)

(j)
(k)
(l)

The Client is warrants that the information that he provides on the account opening
form (registration process) as well as in any other documentation is complete, true
and accurate. For any change or amendment in the above mentioned information,
including change of address, the client remains responsible to notify the Company;
The Client has obtained the necessary approvals from the relevant regulatory/legal
and compliance authorities to make use of the services provided pursuant to thisAgreement.
The Client has read and fully understood the entire contents of this Agreement withwhich he fully accepts and agrees;
There are no restrictions, conditions or restraints by Central Banks or any
governmental, regulatory or supervisory bodies, regulating Client’s activities,
which could prevent or otherwise inhibit the Client entering into, or performing inaccordance with this Agreement and/or under any transaction which may arise
under them;
Client’s performance under any transaction in accordance with this Agreement does
not violate any agreement and/or contract with third parties;
This Agreement, each transaction and the obligations created thereunder arebinding on the Client and enforceable against the Client in accordance with theirterms;
There are no pending or, to the best of the Client’s knowledge, any legal
proceedings before any court, arbitration court, governmental body, agency orofficial or any arbitrator that purports to draw into question, or is likely to affect,
the legality, validity or enforceability against him of this Agreement and any
transaction which may arise under it or the Client’s ability to perform his
obligations under this Agreement and/or under any transaction which may arise
under them in any material respect;
The Client shall not enter into any transaction unless he has a full understanding of
all of the terms, conditions and risks thereof, and he is capable of understanding
and willing to accept (financially and otherwise) those risks;
The Client shall not provide to the Company any information which is
misleading and all information that the Client provides to the Company shall betrue and accurate in all material respects.
By entering into this Agreement, the Client acknowledges and understands that,when participating in the Company’s promotions, he will be bound by the terms
and conditions of such promotions applicable at the time on the country of residenceof the Client;Page 35 of 36

Terms of Business

30.

The Company’s Liability

30.1

Access to the Trading Systems is provided “as is”. The Company makes no warranties(express or implied), representations, or guarantees as to merchantability, fitness for any
particular purpose or otherwise with respect to the Electronic Systems, their content, any
documentation or any hardware or software provided by the Company. Technicaldifficulties could be encountered in connection with the Electronic Systems. Thesedifficulties could involve, among others, failures, delays, malfunction, software erosion or
hardware damage, which difficulties could be the result of hardware, software orcommunication link inadequacies or other causes. Such difficulties could lead to possible
economic and/or data loss. In no event will the Company or its affiliates or any of theiremployees be liable for any possible loss (including loss of profit or revenue whether direct
or indirect), cost or damage including, without limitation, consequential, unforeseeable orspecial damages or expense which might occur as a result of or arising out of using,accessing, installing, maintaining, modifying, deactivating or attempting to access theElectronic Systems or otherwise. The Company further reserves the right, in its reasonablediscretion to unwind an executed Transaction or adjust the price of executed transactions(including Transactions that have been confirmed or settled) to a fair market price if thetransaction was mispriced because of technical difficulties with the Electronic Systems.

30.2

The Company shall not be liable for any loss, liability or cost suffered or incurred by the
Client as a result of providing the services as described in this Agreement.

30.3

The Client acknowledges and confirms that, while the Company may send trade-related
courtesy notifications via email or other means, if the Company fails to do so, the Company
will not be held liable for any losses/damages suffered as a result of such failure.

30.4

The Company shall not be liable for any loss, liability or cost which the Client may suffer
or incur as a result of the negligence, willful default or fraud of any third party (e.g. bank,electronic payment provider, etc.) which it has taken reasonable care in appointing.

30.5

Neither the Company nor the directors, officers, servants, agents or representatives of theCompany shall be liable to the Client (except in the case of fraud) for any consequential,
indirect, special, incidental, punitive or exemplary loss, liability or cost which the Client
may suffer or incur arising from the act of omissions of the Company under this Agreement
regardless of how such loss, liability or cost was caused and regardless of whether it wasforeseeable or not. For the purposes of this paragraph, a loss, liability or cost includes any
loss, liability or cost (as appropriate) arising from the Client being unable to sell Financial

Page 36 of 36

Terms of Business

Instruments where the price is falling, or from not being able to purchase Financial
Instruments where the price is rising, or from being unable to enter into or complete anothertrade which requires him to have disposed of or purchased the Financial Instruments or any
other loss, liability or cost arising as a result of loss of business, profits, goodwill or data
and any indirect, special, incidental, consequential, punitive or exemplary loss, liability or
cost, whether arising from negligence, breach of contract or otherwise and whether
foreseeable or not.
31.

Governing Language
This Agreement as well as any additional agreement hereto (both present and future) aremade in English. Any other language translation is provided as a convenience only. In thecase of any inconsistency or discrepancy between original English texts and theirtranslation into any other language, as the case may be, original versions in English shallprevail.

32.

Governing Law and Jurisdiction
This Agreement and all transactional relations between the Client and the Company aregoverned by the Laws of Bermuda and the competent court for the settlement of any dispute
which may arise between them under or in relation to this Agreement shall be the Courtsof Bermuda.
16 April 2024 – v.2024/001
Copyright © 2024 IronFX. All Rights Reserved

Notesco Limited
Web: www.IronFX.com