Table of Contents
CLIENT AGREEMENT ........................................................................................................... 4
1.

Introduction ...................................................................................................................... 4

PART ONE – THE PLATFORM .............................................................................................. 62.

Restrictions on the users ................................................................................................. 6

3.

License and provision of Platform .................................................................................... 6

4.

Intellectual Property ......................................................................................................... 7

5.

Use of the Platform .......................................................................................................... 7

6.

Security ........................................................................................................................... 9PART TWO – CLIENT ACCEPTANCE AND PROVISION OF FINANCIAL SERVICES ........ 11
8.

Client Classification........................................................................................................ 11

9.

Assessment ................................................................................................................... 13

10. Services ......................................................................................................................... 13
11. Advice and Commentary ................................................................................................ 13
12. Placement and Execution of Orders ............................................................................... 14
13. Decline of Client’s Orders .............................................................................................. 15
14. Abusive Trading Practices ............................................................................................. 16
15. Events of Default ........................................................................................................... 16
16. Trade Confirmations ...................................................................................................... 18
PART THREE – CLIENT MONEY AND CLIENT ACCOUNT ................................................ 19
18. Client Accounts, Deposits and Withdrawals ................................................................... 19
19. Currency Conversions.................................................................................................... 21
20. Inactive and Dormant Client Accounts ........................................................................... 22
21. Netting and Set-Off ........................................................................................................ 23
PART FOUR – GENERAL TERMS ABOUT OUR RELATIONSHIP ...................................... 24
23. Communications and Written Notices ............................................................................ 24
24. Personal Data, Confidentiality, Recording of Telephone Calls and Records .................. 25
25. Amendments ................................................................................................................. 27
Amendments of the Agreement ......................................................................................... 27
Review of Costs ................................................................................................................ 28
Review of Classification .................................................................................................... 29
26. Termination and Results of Termination ......................................................................... 29
27. Force Majeure................................................................................................................ 30
28. Limitations of Liability and Indemnity .............................................................................. 31
29. Representations and Warranties .................................................................................... 33
30. Complaints and Disputes ............................................................................................... 35
31. Applicable and Governing Law and Applicable Regulations ........................................... 35
32. Severability .................................................................................................................... 36

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

233. Non-Exercise of Rights .................................................................................................. 36
34. Assignment .................................................................................................................... 36
35. Introducer ...................................................................................................................... 37
36. Authorised Representative ............................................................................................. 3737. Multiple Account Holders ............................................................................................... 38
38. Fees, Taxes and Inducements ....................................................................................... 38
APPENDIX ONE – CFD TRADING TERMS ......................................................................... 46
2.

Types of CFD Orders ..................................................................................................... 46

3.

Execution of Orders ....................................................................................................... 46

4.

Quotes ........................................................................................................................... 48

5.

Stop Loss Orders, Trailing Stop and Expert Advisor....................................................... 48

6.

Expiry ............................................................................................................................ 49

7.

Swaps / “Premium” – rollover interest ............................................................................ 50

8.

Spreads ......................................................................................................................... 50

9.

Margin Requirements..................................................................................................... 50

10. Negative Balance Protection .......................................................................................... 52

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

3

CLIENT AGREEMENT
1. Introduction
1.1. This Agreement is entered by and between
1.2. Xtrade.Au Pty Ltd ACN 140 899 476 AFSL 343628 of registered address
Suite 3, 135 Macquarie Street, Sydney NSW 2000, Australia (hereinafter called
the Company or we or us), on the one part; and1.3. the Client (Client or you or user), on the other part
(together, the Parties).
If you decide to download our software to use the trading demonstration thenyour obligations hereunder contained within this Agreement (to the extent
relevant) apply to you as well even if you do not enter any transactions with us
at all.
1.4. The terms and conditions in this Client Agreement together with the terms
and conditions set out in:(a) The Account Opening Application Form(b) The Product Disclosure Statement (for Retail Clients) (PDS)(c) The Risk Disclosure Notice,(d) Terms and Conditions for use of the Website, and(e) Any additional terms and conditions issued by us and accepted by you,in connection with our dealings with you (the Agreement)set out the terms and conditions upon which the Company will offer
Services to the Client.
The information and disclosures provided in eg:(a) The Financial Services Guide (FSG)(b) The Information on the Company’s Website(c) The Privacy Statement(d) The Conflicts of Interest Policy, and(e) The Summary of Best Interest and Order Execution Policy(Disclosure and Policy Information) each include important information
which we provide to you as a user of our Services and as a holder of anAustralian Financial Services Licence (AFSL), AFSL Number 343628.
By registering as a user, you are consenting to the terms and conditions of
the Agreement and you represent, warrant and confirm you have read,understood and accepted the terms of the Agreement (including the PDS
and RDS) and the information and disclosures provided in the FSG andother Disclosure and Policy Information. In the event that you are acceptedby us as our Client, you will be bound by the terms and conditions of theAgreement. For this reason, you are advised to read all the above
mentioned documents which form the Agreement and the Disclosure andPolicy Information issued by the Company carefully, in addition to othervarious documents found on our Website such as the Hedging Policy, andthe Target Market Determination (TMD) document and make sure that you

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

4understand, acknowledge and agree with the terms and conditions anddisclosures which apply to you as a user and Client.
1.5. The Company is authorised under its AFSL Number 343628 and regulatedby the Australian Securities and Investments Commission (ASIC) to provide
advice, dealing and market- making services in derivatives and foreignexchange contracts.
1.6. The Agreement overrides any other agreements, arrangements, express
or implied statements made by the Company or any persons who introduce orrefer you to us (as defined in section 35.1)(Introducer(s)).
1.7. The Agreement will be binding upon and will inure to the benefit of theParties and their permitted successors and assigns.
1.8. In this Client Agreement, capitalised terms and expressions have, unlessthe context otherwise requires, the meanings given to them in section 40 of thisClient Agreement, the Definitions section.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

5PART ONE – THE PLATFORM
2. Restrictions on the users
2.1. Without prejudice to the Company’s right to refuse to provide Services to any
person or make its Platform available to any person, the Platform is not intended
for use by a person:(a) who is under the age of 18 years old or is not of legal competence orsound mind;(b) who resides in any country where such use would be contrary to local
law or regulation or religion. The Platform and our Service hereunder are
not intended to persons residing in any country where Margin FX andother CFD trading activity or other such services would be contrary to local
law or regulation or religion. It is your responsibility to comply with any
local law or regulation to which you are subject;(c) who is a citizen or resident of the United States of America;(d) who is an employee, director, associate, agent, affiliate, relative, orotherwise connected to the Company or any affiliate.
3. License and provision of Platform
3.1. Subject to the Client’s obligations under the Agreement being fulfilled, theCompany hereby grants the Client a limited licence, which is personal, nontransferable, non-exclusive and fully recoverable, to use the Platform(s) (including
the use the Website and any associated downloadable software available on our
Website from time to time), solely for personal use and benefit in order to place
Orders in a particular Financial Product(s) in accordance with the terms of thisAgreement. Should the Agreement be terminated for any reason, the licence willautomatically be revoked and the Platform software must no longer be used by the
Client.
3.2. If any third-party software is included within the Platform, then such third- party
software will be provided subject to the terms of this Agreement. The Client mustfully comply with the terms of any third-party software licences that the Company
may provide them with from time to time.
3.3. The Company reserves any and all rights to the Platform not expressly granted
to the Client by this Agreement. Rights to the Platform are licensed to the Client by
the Company and not sold. All rights to the Platform remain the property of theCompany.
3.4. The Company has the right to shut down the Platform(s) at any time formaintenance purposes without prior notice to the Client. This will be done only
on weekends, unless not convenient or in urgent cases. In these cases, thePlatform(s) will be inaccessible.
3.5. From time to time, acting reasonably, the Company will have the right to
add to, modify, or remove any of the Platform or parts of it without liability under

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

6this Agreement. In such a case, the Company will use reasonable endeavours
to replace any part of the Platform with an equivalent where practicable.
4. Intellectual Property
4.1. The Platform(s), all copyrights, trademarks, patents, service marks, trade
names, software code, icons, logos, characters, layouts, trade secrets, buttons,
colour scheme, graphics and data names are the sole and exclusive Intellectual
Property (IP) of the Company or of third parties (as applicable) and are protectedby local and international intellectual property laws and treaties. This Agreement
does not convey an interest in or to the Platform(s) but only a right to use thePlatform(s) according to the terms of this Agreement. Nothing in this Agreement
constitutes a waiver of the Company’s or any third party’s IP rights.
4.2. The Client must not obscure or remove any copyright, trademark or any othernotices from any of the Company’s IP or Website or Platform(s).
4.3. It is understood that the Company may offer its Services under different
trademarks and websites (including under white-labelled arrangements). The
Company owns all the images displayed on its websites, the Platform(s) anddownloadable software and material. The Client may not use these images in any
way other than the manner for which the Company provides them.
4.4. The Client is permitted to store and print the information made available tothem through the Company’s Website or Platform(s) including documents,
policies, text, graphics, video, audio, software code, user interface design or
logos. The Client is not permitted to alter, modify, publish, transmit, distribute,otherwise reproduce commercially exploit that information, in whole or in part,in any format to any third party without obtaining the Company’s prior express
written consent.
5. Use of the Platform
5.1. The Client agrees that they:(a) may only use the Platform for so long as they are authorised andpermitted to do so under the terms of the Agreement;(b) will use the Platform only for lawful purposes;(c) may not use the Platform for any purpose other than for the purpose forwhich it has been provided under the Agreement;(d) is responsible for all transactions effected on their Client Account via the
Platform and the use of the Platform (including the Access Data); and(e) will logout from the Platform should their access terminal be left
unattended, to prevent unauthorised access to their Client Account.
5.2. The Client acknowledges and agrees it is prohibited to take any of thefollowing actions in relation to the Platform(s):(a) use any software, which applies artificial intelligence analysis to theCompany’s systems and/or Platform(s)(b) intercept, monitor, damage or modify any communication which is
not intended for them

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

7(c) use any type of spider, virus, worm, Trojan-horse, time bomb or any
other codes or instructions that are designed to distort, delete,damage or disassemble the Platform(s) or the communication
system or any system of the Company(d) send any unsolicited commercial communication not permitted underapplicable law or Applicable Regulations(e) do anything that will or may violate the integrity of the Company
computer system or Platform(s) or cause such system(s) tomalfunction or stop their operation(f) unlawfully access or attempt to gain access, reverse engineer orotherwise circumvent any security measures that the Company has
applied to the Platform(s).
(g) perform any action that could potentially allow the irregular or
unauthorised access or use of the Platform(s),(h) carry out any commercial business on the Platform, unlessspecifically allowed by us in writing, and(i) do any other thing which is not permitted under the terms of theAgreement.
5.3. If the Company reasonably suspects or believes that the Client has violated theterms of section 5.2, the Company is entitled, without prejudice to its other rights
under common and statutory law, to take one or more of the counter measures set
out in section 14.2.
5.4 The Client is solely responsible for providing and maintaining the compatible
equipment necessary to access and use the Platform(s), which includes at least a
personal computer or mobile phone or tablet (depending on the Platform used)(Client Device), internet access by any means and telephone or other access line
(Client Internet Access). Access to the internet is an essential feature and theClient is solely responsible for any fees necessary in order to connect to the internet.
5.5.
The Client represents and warrants that they haveinstalled and implemented appropriate means of protection relating
to the security and integrity of their Client Device and Client Internet
Access and that they have taken appropriate actions to protect theirsystem and internet access from computer viruses or other similarharmful or inappropriate materials, devices, information or data thatmay potentially harm the Website, the Platform(s) or other systemsof the Company. The Client further undertakes to protect theCompany from any wrongful transmissions of computer virus orother similarly harmful or inappropriate material or device to the
Platform(s) from their Client Device or Client Internet Access.
5.6. The Company makes no express or implied representations:(a) that the Platform will be available for access all the time, or at any time
on a continuous uninterrupted basis. Access to the Platform may beaffected, for example, by routine maintenance, repairs, reconfigurations
or upgrades;(b) as to the operation, quality or functionality of the Platform;(c) that the Platform will be free of errors or defects; or

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

8(d) that the Platform is free from viruses or anything else that has
contaminating or destructive properties including where such results inloss of or corruption to Client data or other property.
5.7.
The Company will not be liable to the Client should their
Client Device fail, damage, destroy and/or format their records anddata. Further, if the Client incurs delays and any other form of data
integrity problems that are a result of their hardware configuration or
mismanagement, the Company will not be liable.
5.8.
The Company will not be liable for any such disruptions ordelays or problem in any communication experienced by the Client
when using the Platform(s).
5.9.
The Company agrees to hold harmless the Client fromlosses on their Client Account in the event that the Platform ishacked, or any unauthorised use of a Client Account’s Access Dataoccurs which is due to the gross negligence of the Company.
Likewise, the Client will hold harmless the Company from losses inthe event that their Client Account is hacked or associatedunauthorised use of their Access Data occurs due to theirnegligence.
6. Security
6.1. When you first access the Platform you will be asked to enter your Access Data,
which are confidential and you agree to keep secret and not to disclose to any third
person.
6.2. The Client agrees to notify the Company immediately if they know
or suspect that their Access Data or Client Account number have or may
have been disclosed to any unauthorised person. The Company willthen take steps to prevent any further use of such Access Data and will
issue replacement Access Data. The Client will be unable to place any
Orders until they receive the replacement Access Data.
6.3. The Client agrees that they will co-operate with any investigation
the Company may conduct into any misuse or suspected misuse of theirAccess Data.
6.4.
The Client acknowledges that the Company has no
responsibility if unauthorised third persons gain access to
information,
includingelectronic
addresses,
electronic
communication, personal data and Access Data when the above aretransmitted between the Parties using the internet or other network
communication facilities, post, telephone, or any other electronicmeans.
6.5.
If the Company is informed from a reliable source that theAccess Data of the Client may have been received by unauthorised
third parties, the Company may, at its discretion without having an
obligation to the Client, deactivate the Client Account. In such

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

9circumstances, upon request, the Company will notify the Client of
its reasons for deactivating the Client Account, unless it is prohibitedby Applicable Regulations for providing such notification. If theCompany is prohibited by Applicable Regulations from notifying the
Client, Client agrees that is a reasonable and fair position andoutcome for the Client and for the Company to have taken suchaction and not to have given any notification.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

10PART TWO – CLIENT ACCEPTANCE AND PROVISION OF FINANCIALSERVICES
7. Application and Commencement
7.1. After the Client validly and completely fills in and submits the
Account Opening Application Form together with all the required
identification documentation required by the Company for its own
internal checks and to satisfy applicable KYC, anti-money
laundering/counter-terrorism financing laws and regulations, theCompany will send them a notice informing them whether they havebeen accepted as a Client of the Company. It is understood that theCompany is not to be required (and may be unable under Applicable
Regulations) to accept a person as its Client until all documentation it
requires has been received by the Company, properly and fullycompleted by such person and all internal Company checks (including
without limitation anti-money laundering/counter-terrorism financing
checks, appropriateness or suitability tests as the case may be) havebeen satisfied. It is further understood that the Company reserves theright to impose additional due diligence requirements to accept Clients
residing in certain countries due to the requirement under Applicable
Regulations for a licensee or reporting entity to take a risk based
approach when performing due diligence on Clients.
7.2. The Agreement will take effect and commence upon the receipt by
the Client of a notice sent by the Company informing the Client that they
have been accepted as the Company’s Client or that a Client Accounthas been opened for them.
7.3 The Client acknowledges, understands and agrees that trading andinvestment in the Financial Products (including Margin FX and other CFDs) is
speculative, may involve an extreme degree of risk and significant loss, and isappropriate only for persons who can assume risk of loss of their margin deposit.
8. Client Classification
8.1. According to Applicable Regulations, Clients are defined as either
Wholesale Clients or Retail Clients. Please note that the Company treats
all of its Clients as Retail Clients. The Company nevertheless reserves
the right to classify you as a Wholesale Client if you meet the criteria asprescribed by the Corporations Act and Corporations Regulations. It may
in its absolute discretion and without creating any obligation to, notify you
if you are classified as a Wholesale Client.
8.2. Retail Clients are entitled to more protections under the
Corporations Act and Corporations Regulations, than Wholesale Clients.
In summary, these protections are as follows (the list may not be
exhaustive):(a)

A Financial Services Guide and a Product Disclosure Statement which

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

11

(b)

(c)

provide disclosures regarding the Company, its Services, the Financial
Products, the nature and risks of such Financial Products, our costs,
commissions, fees and charges and the storing of Client funds must be
provided to a Retail Client.
A Retail Client will also receive a TMD, and we recommend reading thisdocument as it outlines the target market, class of consumers, key
attributes and other information relating to the issuance and/or
distribution of the Financial Products by Xtrade.AU.
Where the Company is providing services in relation to over-the- counter(OTC) derivative contracts to Retail Clients, we will ask a Retail Client toprovide information and complete a suitability questionnaire regarding
their knowledge and experience relevant to the specific type of Financial
Product or service offered or demanded, so as to enable to the Client toself-reflect and assess whether trading in OTC derivatives is appropriate
for them. In case the Company considers, on the basis of the informationor questionnaire score received, that the Client does not have thenecessary skills or experience, the Company will remind the client of therisks of trading in Margin FX and other CFDs and direct them to theappropriate educational resources. The Client must not proceed with
their account opening without acknowledging the risk reminder.
On the other hand, the Company will be entitled to assume that a
Wholesale Client has the necessary experience and knowledge in orderto understand the risks involved in relation to those particular investment
services or transactions, or types of transaction or product, for which the
Client is classified as a Wholesale Client. Consequently, and unlike thesituation with a Retail Client, the Company will not need to obtain
additional information from the Client for the purposes of the assessmentof appropriateness for those products and services for which they havebeen classified as a Wholesale Client (although the Company may do soin its discretion).

(d)

The Company must inform Clients of any material difficulties relevant to
the proper carrying out of their Order(s) promptly upon becoming awareof the difficulty.

(e)

The Company is obliged to enter into a written basic agreement with
Clients, setting out the essential rights and obligation of both parties.
8.3. It is understood that under the Corporations Act and Corporations
Regulations, the Company has the right to change its policy and accept
other categories of Clients as well and hence review the Client’s
Classification and change their Classification if this is deemed
appropriate (subject to Applicable Regulations and appropriate
agreement with the Client). The Company is not under any obligation to
notify you should your classification as a Client change, however may
notify you in its absolute discretion as a courtesy. It is your responsibility
at all times to obtain your own independent advice and to proactively
seek from the Company your classification as a Client.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

129. Assessment
9.1. In providing execution of Client Orders services to the Client, as
identified in sections 8.2(b) and (c) above, the Company is obliged
under Applicable Regulations to ascertain a potential Client’s knowledge
and experience relevant to the specific type of OTC Financial Product(Margin FX or other CFD) or service offered or demanded, so as to enable
the Client to self-reflect whether it is appropriate for the Client. Where a
Client elects not to provide the information regarding their knowledge andexperience, or where they provide insufficient information regarding theirknowledge and experience, or where they fail to satisfactorily
complete the suitability questionnaire, the Company may still provide
the Client with services. The Company will assume that information
about their knowledge and experience provided from the Client to theCompany is accurate and complete and the Company will have no
responsibility to the Client if such information is incomplete or misleadingor changes or becomes inaccurate and the Company will be deemed tohave performed its obligations under Applicable Regulations, unless the
Client has informed the Company of such changes.
10. Services
10.1.Trading with the Company involves the provision of the following
investment and ancillary services from the Company to the Client,subject to the Client’s obligations under the Agreement being fulfilled:(a) The investment service of Execution of Orders on an own account basis;(b) Cash/Margin management, according to PART THREE below; and(c) Foreign Currency Services provided they are associated with theprovision of the services of sections 10.1(a) and (b).
10.5.
When trading CFDs, the Company will not hold any
Financial Products of the Client and will not be providing safekeeping
and administration of Financial Products for the account of Client or
custodianship.
11. Advice and Commentary
11.1. The Company will not give the Client any form of personal advice
which takes into account the Client’s personal financial circumstances,needs or objectives, and the Client acknowledges that the Services do
not include the provision of personal advice in Financial Products or theUnderlying Markets or Assets. The Client alone will decide how tohandle their Client Account and place Orders and take relevant
decisions based on their own judgment.
11.2. The Company will not provide the Client with any legal, tax or otheradvice relating to any Transaction. The Client should seek independent
advice from a licensed professional before entering into a Transaction.
11.3. The Company may, from time to time, and at its discretion, provide
the Client over the telephone, on its Website, in disclosure documents or

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

13in publications which it may post on its Website or provide to subscribers
via its Website or otherwise, with general advice, information, news,
market commentary or other information but not as part of its Services to
the Client. Where it does so:(a) The Company will not be responsible for such information.
(b) The Company gives no representation, warranty or guarantee as to theaccuracy, correctness or completeness of such information or as to thetax or legal consequences of any related Transaction.
(c) This information is general advice only and cannot be relied upon as
personal advice and does not amount to investment advice or unsolicitedfinancial promotions to the Client.
(d) If the document contains a restriction on the person or category of
persons for whom that document is intended or to whom it is distributed,
the Client agrees that they will not pass it on to any such person or
category of persons.
(e) The Client accepts that prior to dispatch, the Company may have acted
upon it itself to make use of the information on which it is based. The
Company does not make representations as to the time of receipt by the
Client and cannot guarantee that they will receive such information at thesame time as other clients.
11.5.
It is understood that market commentary, news, or otherinformation provided or made available by the Company are subject
to change and may be withdrawn at any time without notice.
11.6.
Unless otherwise expressly agreed, the Company will
provide services on an execution only basis in accordance with the
Client’s instructions.
11.7.
The Company does not provide managed discretionary
account services.
12. Placement and Execution of Orders
12.1. The Company may from time to time accept Client Orders in
different ways such as on the Platform, via telephone call, and any othermethods in the Company’s discretion.
12.2. The Client may place Orders with the Company on the Platformand via telephone call, by using their Access Data and provided all the
Essential Details are given in both cases.
12.3. The Company will be entitled to rely and act on any Order placedon the Platform(s) or via telephone call by using the Access Data,
without any further enquiry to the Client and any such Orders will bebinding upon the Client.
12.4.
Orders are executed according to the Summary BestInterest and Order Execution Policy, which is binding on the Client.
12.5.

The Company will use reasonable efforts to execute an

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

14Order, but it is agreed and understood that despite the Company’s
reasonable efforts transmission or execution may not always beachieved at all for reasons beyond the control of the Company.
12.6.
The Client hereby acknowledges and agrees that theCompany may, in its sole discretion, add, remove or suspend fromthe Platform, any Financial Product, on any type of Underlying Assetor Market, from time to time in the event of a stock transformation
event (for example as the result of a takeover, shareconsolidation/split, merger, spinoff, nationalisation, de-listing, etc.)
or if no Client Positions are held in a particular Financial Product atthat time.
12.7.
Orders may be placed within the normal trading hours of
the Company, available on the Platform and/or the Website, as
amended from time to time.
13. Decline of Client’s Orders
13.1. Without prejudice to any other provisions herein, the Company isentitled and in some circumstances may be required by law, at any timeand at its discretion or requirement, without giving any notice or
explanation to the Client to restrict the Client’s trading activity, to cancel
Orders, to decline or refuse to transmit or execute any Order of the
Client, and the Client has no right to claim any damages, specificperformance or compensation whatsoever from the Company, in any of
the following cases:(a) internet connection or communications are disrupted(b) in consequence of request of regulatory or supervisory authorities ofAustralia or a court order or antifraud or anti-money laundering/counterterrorism financing authorities(c) in consequence of the requirements of our regulator as prescribed by
the ASIC Order(d) where the legality or genuineness of the Order is under doubt(e) a Force Majeure Event has occurred(f) in an Event of Default of the Client as described in section 15.1 below(g) the Company has sent a notice of Termination of the Agreement to the
Client(h) the system of the Company rejects the Order due to trading limits
imposed(i) under abnormal market conditions(j) the Client does not hold adequate funds in their Balance for the specificOrder or the Balance goes below zero, or

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

15

(k) Benefits, Takeovers and Transformations (including events such as
share consolidations/splits, mergers, takeovers, spinoffs, IPOs, delistings, etc.)
Depending on the circumstances of each event, the Company may close out
any Open Positions at the market price immediately prior to such an event
taking place. Where the Company takes action because of an event in thissection 13.1, upon request by the Client, the Company will notify the Client of
its reasons for its action, unless it is prohibited by Applicable Regulations forproviding such notification. If the Company is prohibited by Applicable
Regulations from notifying the Client, Client agrees that is a reasonable andfair position and outcome for the Client and for the Company to have takensuch action and not to have given any notification.
14. Abusive trading Practices
14.1. Without prejudice to any other provisions herein, the Company isentitled to disable trading for abusive trading practices. Clients should beaware that some electronic advisor or signal trading strategies are notallowed by the Company. The Company will not allow strategies that
harm our systems infrastructure or takes unfair advantage of the way weconstruct our Bid/Offer prices. Clients must ensure that they do not orallow others (whether authorised to do so or not) to use such a strategy
on their accounts. The Company has discretion in determining if astrategy is abusive or takes unfair advantage of our systems. In response
to abusive trading practices, the Company may block your IP addressfrom accessing our servers, disable trading without notice to you andcancel trades from the outset or make adjustments to reflect the market
value.
15. Events of Default
15.1 Each of the following constitutes an Event of Default:(a) the failure of the Client to perform any obligation due to the Company(b) if the Client becomes insolvent or subject to a winding up or
liquidation order or petition, or a receiver or administrator isappointed or any procedure which is similar or analogous to any of theabove is commenced in respect of the Client(c) where any representation or warranty made by the Client in section 29
is or becomes untrue(d) the Client (if the Client is an individual) dies or is declared missing or
becomes of unsound mind(e) any other circumstance where the Company reasonably believes that itis necessary or desirable to take any action set out in section 1.2(f) an action set out in section 15.2 is required by a competent regulatory
authority or body or court

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

16

(g) an action set out in section 15.2, particularly subsection (b), is requiredby section 7 of the ASIC Order(h) the Company reasonably considers that the Client involves the Company
in any type of fraud or illegality or breach of Applicable Regulations or
the Company is placed at risk of being involved in any type of fraud or
illegality or breach of Applicable Regulations if it continues offering
Services to the Client, even when this is not due to the Client’s
wrongdoing(i) the Company reasonably considers that there is a material violation by the
Client of Applicable Regulations in Australia or other countries having
jurisdiction over the Client or their trading activities, with the relevantmateriality determined in good faith by the Company.
(j) if the Company suspects that the Client is involved in money laundering
activities, terrorist financing, card fraud or other criminal activities(k) the Company reasonably suspects that the Client performed a prohibited
action as set out in section 5.2(l) the Company reasonably suspects that the Client performed abusive
trading such as, but not limited to, Snipping, Scalping, Pip-hunting,Hedging, placing ‘buy stop’ or ‘sell stop’ Orders prior to the release offinancial data, arbitrage, manipulations or a combination of faster/slower
feeds(m) the Company reasonably suspects that the Client opened the Client
Account fraudulently(n) the Company reasonably suspects that the Client performed forgery or
used a stolen card to fund their Client Account
15.2. If an Event of Default occurs the Company may, at its absolute
discretion, at any time and without prior Written Notice, take one or moreof the following actions as deemed appropriate under the circumstances:(a) terminate this Agreement immediately without prior notice to the Client(b) cancel any Open Positions(c) temporarily or permanently bar access to the Platform(s) or suspend or
prohibit any functions of the Platform(s) until the Company canreasonably determine that an Event of Default occurred(d) reject or decline or refuse to transmit or execute any Order of the Client
until the Company can reasonably determine that an Event of Default
occurred(e) restrict the Client’s trading activity until the Company can reasonably
determine that an Event of Default occurred(f) in the case of fraud, forgery or use of stolen cards reverse the funds backto real owner or according to the instructions of the law enforcement
authorities of the relevant country, or of the credit card company or ofanother financial institution(g) cancel or reverse any profits gained through: abusive trading of section
15.1 (k) and (m); or the application of artificial intelligence on the Client

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

17Account; or in case of the use of stolen cards, forgery, fraud; or when the
Client engaged in a criminal activity such as money laundering.
(h) Take legal action for any losses suffered by the Company.
16. Trade Confirmations
16.1. The Company will provide the Client with adequate reporting on
their Orders. For this reason, the Company will provide the Client withan online access to their Client Account via the Platform(s), which will
provide them with sufficient information in order to comply with
Applicable Regulations in regard to Client reporting requirements.
16.4.
If the Client has a reason to believe that the Confirmation
is wrong or if the Client does not receive any Confirmation within areasonable timeframe, the Client will contact the Company within 48
hours of placing the Order. If the Client expresses no objections
during this period, the content is considered as approved by themand will be deemed conclusive.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

18

PART THREE – CLIENT MONEY AND CLIENT ACCOUNT
17. Client Money Handling Rules
17.1. The Company places any Client money it receives into one ormore segregated account(s) with an Australian ADI and the Client funds
will be segregated from the Company’s own money and cannot be usedin the course of its business.
17.2. Please note that such segregation of the Client’s money may not
fully protect the Client’s money from the risk of loss.
17.3. The Company may hold Client money and the money of otherclients in the same account (omnibus account).
17.4.
The Company will not pay to the Client any interest earnedon Client money (other than profit gained through trading
Transactions from their Client Account(s) under this Agreement) andthe Client waives all right to interest.
17.5.
The Company may deposit Client money in overnight
deposits and will be allowed to keep any interest.
17.6.
It is agreed that the Company will have the right to transfer
the Client Money to successors or assignees or transferees orbuyers, with 15 Business Days prior Written Notice to the Client forthe purposes of section 34.2 of the Client Agreement.
17.7.
The Company will have a general lien on all funds held by
the Company or its Associates or its nominees on the Client’s behalf
until the satisfaction of the Client’s obligations.
18. Client Accounts, Deposits and Withdrawals
18.1. The Company will open one Client Account for the Client to allow
them to place Orders in particular Financial Products.
18.2. It is understood that the types of the different Client Accounts
offered by the Company and the characteristics of such Client Accounts
are found on the Website and are subject to change at the Company’s
discretion and according to section 24 of this Client Agreement.
18.3. The Client Account will be activated upon the Client depositing theminimum initial deposit, as determined by the Company in its discretion
fromtime to time. The minimum initial deposit may vary according to the typeof Client Account offered to the Client and is found on the Website.

18.4.
All Client Accounts are denoted in USD. In the event thatyou deposit or withdraw in a currency other than USD, the moneys

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

19will first be converted into USD before entering the Client Account.
This may expose you to foreign exchange risk.
18.5.
The Client may deposit funds into the Client Account at
any time during the course of the Agreement. Deposits will be madevia the methods and in the currencies accepted by the Company
from time to time. The information about deposit options is shownon the Website.
18.6.
The Company will have the right to request the Client at
any time to provide documentation to confirm the source of funds
deposited into the Client Account. The Company will have the rightto reject a deposit of the Client and/or block the Client Account inany of the following cases:(a) if the Company is not duly satisfied as to the legality of the source of funds(b) if the Client fails to provide the Company with any relevant documents itrequests from the Client for client identification purposes or for any other reason(c) if the Company reasonably suspects or has concerns that the submitted
documents may be false or forged(d) if the Company reasonably suspects that the Client is involved in illegal or
fraudulent activity(e) if the Company is informed that the credit or debit card (or any otherpayment method used by the Client) has been lost or stolen(f) where the Company reasonably considers that there is a chargeback risk
for any other reason(g) when the Client deposits AUD $10,000 or more (in one or more separate
deposits) and the Company is unable to verify the source(h) where the deposit comes from an account that is not an account in the
Client’s name (ie. deposits from a third party), or(i) when the acquiring bank, issuer bank or any third-party processor or
payment service provider rejected the transaction.
18.7.
If the funds sent by the Client are not deposited in the
Client Account when they were supposed to, the Client will notify theCompany and authorise the Company to initiate a banking
investigation of the transfer. The Client agrees that any charges of
the investigation will be paid by the Client and deducted from their
Client Account or paid directly to the bank undertaking theinvestigation. The Client understands and agrees that in order tohandle the investigation the Client will have to provide the Company
with the requested documents and certificates.
18.8.
The Company will make withdrawals of Client funds upon
the Company receiving a relevant request from the Client by email
or in any other method accepted by the Company from time to time.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

20

18.9.
Upon the Company receiving an instruction from the Client
to withdraw funds from the Client Account, after the Client completed
the withdrawal process, the Company will pay the said amount within
one to five Business Days, if the following requirements are met:(a) the withdrawal instruction includes all required information andidentification details of the Client as may be required by the Company;(b) the instruction is to make a transfer to the originating account (whether
that is a bank account, a payment system account etc) from which themoney was originally deposited in the Client Account or at the Client’s
request to a bank account belonging to the Client;(c) the account where the transfer is to be made belongs to the Client;(d) at the moment of payment, the Client’s Balance exceeds the amountspecified in the withdrawal instruction including all payment charges;(e) there is no Force Majeure event which prohibits the Company from
effecting the withdrawal;(f) the Client does not have any Open Positions or in the case the Client has
any Open Positions the remaining Balance in the Client Account after
the withdrawal will be at least double the necessary Maintenance Margin
required to keep the positions open. The Company in its absolute
discretion can change the multiple of the Maintenance Margin, or the
Maintenance Margin itself, it may require before allowing the withdrawal;or(g) the Client sends the withdrawal instruction in a signed form by fax oremail or in any other approved method by the Company from time totime.
18.10.
It is agreed and understood that the Company will not
accept third party or anonymous payments in the Client Account andwill not permit withdrawals to any other third party or anonymous
account.
18.11.
The Company reserves the right to reasonably decline a
withdrawal request of the Client asking for a specific transfer method
and the Company has the right to suggest an alternative.
18.12.
All payment and transfer charges of third parties will beborne by the Client and the Company will debit the relevant Client
Account for these charges.
18.13.
Mistakes made by the Company during transfer of funds
will be refunded to the Client. It is understood that should the Client
provide wrong instructions for a transfer; the Company may beunable to correct the mistake and the Client may have to suffer the
loss. It is further understood that the Company will not be liable forany errors of third-party payment service providers.

19. Currency Conversions

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

21

In the event that the Client deposits money in a different currency from that of
the Currency of the Client Account then the Company will convert the sum
deposited into the Currency of the Client Account. The Company will do this atreasonable market rate and/or rate of exchange that it considers appropriate.
The Company will be entitled to charge the Client a fee for the currency
conversion or impose a spread from the exchange rates for arranging such
conversion as the Company may from time to time specify to the Client andpublish on the Platform and/or the Website. The Company will be entitled tocharge to the Client and obtain from the Client Account or from the deposited
amount the expenses incurred with regard to currency conversions for the Client,including commissions to banks, money transfer fees, commissions tointermediaries.
19.1. Depending on the currency used to deposit money in the Client
Account, the Company may charge an amount in the form of apercentage (as a fixed spread) of the amount deposited. If the Client
pays in their card currency, the Company will be allowed to charge afixed spread of 3% for not like/like currencies, or exotic currencies. In
relation to what is called like/like currencies (GBP, USD, EUR, CHF,
JPY, CAD, DKK, AUD), the Company does not charge any conversion
fees when the Client pays in these currencies.
19.2. In the event of currency fluctuations, the Company will have noliability for any losses or damages incurred on the Client.
20. Inactive and Dormant Client Accounts
20.1. If the Client Account has not featured any trading, open positions,withdrawals or deposits, it will be considered inactive on the calendar
day after the last trade, withdrawal, deposit or closed position (the‘Inactive Date’). Where a Client Account remains inactive for acontinuous period of three months after the Inactive Date, we may
charge a monthly Inactivity Fee.
20.2. As of the date of this Agreement, the Inactivity Fee is USD$10 per
calendar month, paid in arrears. For the avoidance of doubt, the monthly
fee for a given calendar month will be deducted notwithstanding the factthat the account was only considered inactive for part of that month. In
the event that there are insufficient funds in your trading account to meetthis fee, Xtrade.AU reserves the right to charge a lower fee or close youraccount.
20.3. If the Client Account is inactive for one year or more from theInactive Date, the Company may cease charging the Inactivity Fee andreserves the right to suspend the Client Account and render it dormant.
Money in the dormant account will remain owing to the Client and theCompany will make and retain records and return such funds uponrequest by the Client at any time thereafter. The Company may charge afee during the period when the Account is dormant.
20.4.

As of the date of this Agreement, a dormant account may

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

22be charged a fee of USD$60 per calendar month, paid in arrears. In
the event that there are insufficient funds in your Client Account tomeet this fee, Xtrade.AU reserves the right to charge a lower fee orclose your account.
20.5.
These fees are subject to change with immediate effect by
notice on the Website. Please refer to the Website for the latest
inactivity and dormant account fees. It is the Client’s responsibility tofrequently visit the Website to review any changes to the fees andcharges applicable to the Client Account. It is your sole responsibility
to ensure you terminate your account if you no longer wish to tradewith Xtrade.AU. We may notify you that your account has become
inactive out of courtesy but are under no obligation to do so.
21. Netting and Set-Off
21.1. If the aggregate amount payable by the Client is equal to theaggregate amount payable by the Company, then automatically themutual obligations to make payment are set-off and cancel each other tothe maximum extent allowable by law and the ASIC Order.
21.2. If the aggregate amount payable by one party exceeds theaggregate amount payable by the other party, then the party with thelarger aggregate amount will pay the excess to the other party and all
obligations to make payment will be automatically satisfied anddischarged to the maximum extent allowable by law and the ASIC
Order.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

23

PART FOUR – GENERAL TERMS ABOUT OUR RELATIONSHIP
22. Language
22.1. The Company’s official language is the English language and theClient should always read and refer to the main Website for all
information and disclosures about the Company and its activities.
Translation or information provided in languages other than English is for
informational purposes only and do not bind the Company or have any
legal effect whatsoever, the Company having no responsibility or liability
regarding the correctness of the information therein.
23. Communications and Written Notices
23.1. The Client will be able to call the Company within its normal
working hours. The Company may contact the Client outside its normal
working hours.
23.2. In order to communicate with the Company, the Client may use
the contact details of the Company available on its Website or notified to
the Client in any other way.
23.3. In order to communicate with the Client, the Company will use thecontact details provided by the Client whilst opening the Client Accountor as updated later on. Hence, the Client has an obligation to notify theCompany immediately of any change in the Client’s contact details.
Should the Client fail to do so, the Company will have no liability should
any important notices or cheques issued in their name become lost whensent by the Company at their last known details.

23.4.
The following methods of communication are consideredas Written Notice from the Company to the Client: email, Platform’s
internal mail, facsimile transmission, post, commercial courier
service, air mail or the Company’s Website. The following methodsof communication are considered as Written Notice from the Clientto the Company: email, facsimile transmission, post, commercial
courier service or air mail or commercial courier.
23.5.
Without prejudice to section 23.6, any communications
sent to either Party, as applicable, (documents, notices,confirmations, statements, reports etc.) are deemed received:(a) if sent by email, within one hour after emailing it and provided the email
has left from the sender’s outlook (or other email account)(b) if sent by the Platform’s internal mail, immediately after sending it(c) if sent by facsimile transmission, upon receipt by the sender of atransmission report from its facsimile machine confirming receipt of themessage by recipient’s facsimile machine(d) if sent by telephone call, once the telephone conversation has finished

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

24

(e) i sent by post, seven calendar days after posting it(f) if sent via commercial courier service, at the date of signing of the
document on receipt of such notice(g) if sent by air mail, eight Business Days after the date of their dispatch(h) if posted on the Company Website, within one hour after it has beenposted23.6.
Any Written Notices sent to the Company will have to bereceived within the working hours of the Company. Notwithstanding
section 23.5, any Notices received outside the normal working hours
will be treated as being received the following Business Day.
24. Personal Data, Confidentiality, Recording of Telephone Calls andRecords
24.1. The Company may collect Client information directly from the
Client (in their completed Account Opening Application Form orotherwise) or from other persons including, for example, the credit
reference agencies, fraud prevention agencies, banks, other financial
institutions, third-party authentication service providers and theproviders of public registers.
24.2. Client information which the Company holds is to be treated by theCompany as confidential and will not be used for any purpose other thanin connection with the provision, administration and improvement of theServices, anti-money laundering/counter-terrorism financing and due
diligence checks,
24.3. For research and statistical purposes and for marketing purposes.
Information already in the public domain, or already possessed by theCompany without a duty of confidentiality will not be regarded asconfidential.
24.4.
The Company has the right to disclose Client information(including recordings and documents of a confidential nature, card
details) in the following circumstances:(a) where required by law or a court order by a competent Court(b) where requested by ASIC or any other regulatory authority having
control or jurisdiction over the Company or the Client or their associates
or in whose territory the Company has Clients(c) to relevant authorities to investigate or prevent fraud, money launderingor other illegal activity(d) to such an extent as reasonably required so as to execute Orders andfor purposes ancillary to the provision of the Services(e) to credit reference and fraud prevention agencies, third-party
authentication service providers, banks and other financial institutions for
credit checking, credit card checks, fraud prevention, anti-money
laundering/counter-terrorism financing purposes, identification or due
diligence checks of the Client. To do so they may check the details the

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

25

Client supplied against any particulars on any database (public orotherwise) to which they have access. They may also use Client details
in the future to assist other companies for verification purposes. A recordof the search will be retained by the Company(f) to the Company’s professional advisors provided that in each case therelevant professional will be informed about the confidential nature ofsuch information and commit to the confidentiality herein obligations aswell(g) to other service providers who create, maintain or process databases(whether electronic or not), offer record keeping services, emailtransmission services, messaging services or similar services which aim
to assist the Company collect, storage, process and use Client
information or get in touch with the Client or improve the provision of theServices under this Agreement(h) to a trade repository(i) to other service providers for statistical purposes in order to improve theCompany’s marketing, in such a case the data will be provided in an
aggregate form(k) where necessary in order for the Company to defend or exercise its legal
rights to any court or tribunal or arbitrator or ombudsman or government
authority(l) at the Client’s request or with the Client’s consent(m) To an Affiliate of the Company or any other company in the same groupof the Company.
(n) to successors or assignees or transferees or buyers, with 15 Business
Days prior Written Notice to the Client, and for the purposes of section
35.2 of the Client Agreement(o) Client Information is disclosed in relation to US taxpayers and US
citizens to the ATO and the IRS of the US according to the Foreign
Account Tax Compliance Act (FATCA) of the USA and in relation toother foreign tax residents to the ATO and to the relevant foreign tax
resident’s tax authority according to the Common Reporting Standard(CRS).
24.5.
If the Client is a natural person, the Company will use,
store, process and handle personal information provided by the
Client in connection with the provision of the Services in accordancewith the Privacy Act 1988 (Cth).The Company is obliged to supply
the Client, on request, with a copy of personal data which it holds
about the Client (if any), provided that the Client pays a reasonableadministrative fee.
24.6.
By entering into this Agreement, the Client will beconsenting to the transmittal of the Client’s personal data outside
Australia, according to the Australian Privacy Principles for thereasons specified in sections 24.2 and 24.3.
24.7. Telephone conversations between the Client and the Company may berecorded and kept by the Company and recordings will be the sole property of
the Company. The Client accepts such recordings as conclusive evidence of the Orders
or conversations so recorded.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

26

24.8.
The Client accepts that the Company may, for the purposeof administering the terms of the Agreement, from time to time, makedirect contact with the Client by telephone, SMS, email, or post.
24.9.
The Client accepts that the Company or any Affiliate of theCompany or any other company in the same group of the Company
may make contact with the Client, from time to time, by telephone,email or post for marketing purposes to bring to the Client’s attention
products or services that may be of interest to them or to conduct
market research. This right is exercised in relation to Clients who arenatural persons only when they provide their specific consent to that
effect.
24.10.
Under Applicable Regulations, the Company will keep
records containing Client personal data, trading information, Client
Account opening documents, communications and anything else
which relates to the Client for at least seven years after terminationof the Agreement.
25. Amendments
25.1 The Company may upgrade the Client Account, convert Client
Account type, upgrade or replace the Platform or enhance the services
offered to the Client if it reasonably considers this is to the Clientsadvantage and there is no increased cost to the Client.
Amendments of the Agreement25.2 The Company may also change any terms of the Agreement for
any of the following reasons:(a) Where the Company reasonably considers that:·the change would make the terms of the Agreement easier tounderstand or are more complete; or·the change would not be to the disadvantage of the Client.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

27

(b) To cover:·the involvement of any service or facility the Company offers to the
Client;·the introduction of a new service or facility;·
the replacement of an existing service or facility with a new one; or·the withdrawal of a service or facility which has become obsolete, or
has ceased to be widely used, or has not been used by the Client at
any time in the previous year, or it has become very expensive for
the Company to offer.
(c) To enable the Company to make reasonable changes to the services
offered to the Client as a result of changes in:·
the banking, investment or financial system;·
technology; or·
the systems or Platform used by the Company to run its business oroffer the Services hereunder.
(d) As a result of a request of ASIC or of any other authority or as a resultof change or expected change in Applicable Regulations.
(e) Where the Company finds that any term in the Agreement isinconsistent with Applicable Regulations. In such a case, it will not relyon that term but treat it as if it did reflect the relevant Applicable
Regulations and will update the Agreement to reflect the Applicable
Regulations.
25.3. The Company may change any of the terms of the Agreement forany serious reason not listed under section 25.2. Where the Client is anatural person they will have the right to object to the change.
25.4. For any change made under sections 25.2 and 25.3, the Company
will provide the Client with advance notice of at least 10 Business Days.
However, the Client acknowledges that a change which is made toreflect a change of Applicable Regulations may, if necessary, take effectimmediately.
25.5.

For any change made under (a), (d) and (e) of section 25.2, thenotice of the Company will be a Written Notice including a post on the
Company’s Website. For any other change of the Client Agreement theCompany, where the Company elects to provide such Written Notice via apost on the Website, the Company will also provide the said Written Noticewith an additional means of Written Notice.

25.6.

The Client will be treated as accepting the change on the date
notified unless, before then, the Client informs the Company that they wish
to object the change. Client will not have to pay any charges as a result ofterminating their account in this case, other than costs due and payablefor Services offered until the termination.

Review of Costs
25.7.

Unless differently provided for elsewhere in this Agreement, theCompany will have the right to review its costs, fees, charges andcommissions, from time to time, in its discretion. Such changes will beaffected on the Platform and/or the Website and the Client is responsible

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

28

to check for updates regularly. In the absence of a Force Majeure event,
the Company will provide the Client with advance notice on its Website ofat least ten Business Days. Swaps may be changed without prior notice.

Review of Classification
The Company will have the right to review the Client’s
Classification according to Applicable Regulations. Notwithstanding
section 25.1, changing the Client’s Classification may also mean changing
the type of Client Account of the Client. The Client will be treated as
accepting the change on 2 business days after the Client is informed of
their change in account unless, before then, the Client informs theCompany that the Client wishes to terminate the Agreement and not
accept the change.

25.8.

26. Termination and Results of Termination
26.1. The Client may terminate this Agreement with Written Notice to theCompany at any time. Without prejudice to the Company’s rights under
this Agreement to terminate it immediately without prior notice to the
Client, the Company may terminate the Agreement by giving at least 15
Business Days Written Notice to the other Party.
26.2. Termination by any Party will not affect any obligation which has
already been incurred by either Party or any legal rights or obligations
which may already have arisen under the Agreement or any
Transactions made hereunder.
26.3. Upon termination of this Agreement, all amounts payable by the
Client to the Company will become immediately due and payable
including (but without limitation) all outstanding costs and any otheramounts payable to the Company, any charges and additional expenses
incurred or to be incurred by the Company as a result of the terminationof the Agreement.
26.4.
Once notice of termination of this Agreement is sent andbefore the termination date:(a) the Client will have an obligation to close all their Open Positions, unlessotherwise required by the ASIC Orders. If they fail to do so, upon
termination, the Company will close any Open Positions at current prices;(b) the Company will be entitled to cease to grant the Client access to the
Platform(s) or may limit the functionalities the Client is allowed to use on
the Platform(s);(c) the Company will be entitled to refuse to accept new Orders from the
Client;(d) the Company will be entitled to refuse to the Client to withdraw moneyfrom the Client Account and the Company reserves the right to keep
Client’s funds as necessary to close positions which have already been
opened and/or pay any pending obligations of the Client under the
Agreement.

26.5. Upon Termination any or all the following may apply:

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

29

(a) The Company has the right to close the Client Account;(b) The Company has the right to convert any currency;(c) The Company has the right to close out the Client’s Open Positions atcurrent prices;(d) In the absence of illegal activity or suspected illegal activity or fraud of
the Client or instructions from the relevant authorities, if there is Balancein the Client’s favour, the Company will (after withholding such amounts
that in the Company’s absolute discretion considers appropriate inrespect of future liabilities) pay such Balance to the Client as soon asreasonably
practicable and supply the Client with a statement showing how that
Balance was arrived at and, where appropriate, instruct any Nominee
or/and any Custodian to also pay any applicable amounts. Such funds
will be delivered in accordance to the Client’s Instructions to the Client.
It is understood that the Company will affect payments only to an accountin the name of the Client. The Company has the right to refuse, at its
discretion, to effect third-party payments.
27. Force Majeure27.1. A Force Majeure Event includes without limitation each of thefollowing:(a) Government actions, the outbreak of war or hostilities, the threat of war,
acts of terrorism, national emergency, riot, civil disturbance, sabotage,requisition, or any other international calamity, economic or political crisis
that, in the Company’s opinion, prevents it from maintaining an orderly
market in one or more of the Financial Products in respect of which it
deals on the Platform;(b) Act of God, earthquake, tsunami, hurricane, typhoon, accident, storm,
flood, fire, epidemic or other natural disaster making it impossible for theCompany to offer its Services;(c) Labour disputes and lock-outs which affect the operations of theCompany;(d) Suspension of trading on a market or the liquidation or closure of any
market, or the fixing of minimum or maximum prices for trading on amarket to which the Company relates its Quotes, or the imposition oflimits or special or unusual terms on the trading in any such market or aregulatory ban on the activities of any party (unless the Company hascaused that ban), decisions of state authorities, governing bodies of selfregulating organisations, decisions of governing bodies of organised
trading platforms;(e) A financial services moratorium having been declared by appropriate
regulatory authorities or any other acts or regulations of any regulatory,
governmental, supervisory, regulatory or supranational body or
authority;(f) Breakdown, failure or malfunction of any electronic, network andcommunication lines (not due to the bad faith or willful default of theCompany);(g) Any event, act or circumstances not reasonably within the Company’s

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

30

control and the effect of that event(s) is such that the Company is not ina position to take any reasonable action to cure the default;(h) The occurrence of an excessive movement in the level of any transaction
and/or Underlying Asset or Market or the Company’s anticipation (acting
reasonably) of the occurrence of such a movement;(i) The failure of any relevant supplier, Financial Institution intermediate
broker, Liquidity Provider, agent or principal of the Company, custodian,sub-custodian, dealer, Exchange, clearing house or regulatory or selfregulatory organisation, for any reason, to perform its obligations.
27.2. If the Company determines in its reasonable opinion that a Force
Majeure Event exists (without prejudice to any other rights under the
Agreement) the Company may without prior notice and at any time takeany or all of the following steps:(a) Suspend or modify the application of any or all terms of the Agreement
to the extent that the Force Majeure Event makes it impossible or
impractical for the Company to comply with them.
(b) Take or omit to take all such other actions as the Company deems to bereasonably appropriate in the circumstances with regard to the positionof the Company, the Client and other clients;(c) Shut down the Platform(s) in case of malfunction for maintenance or to
avoid damage;(d) Cancel any Client Orders and Refuse to accept Orders from Clients tothe extent that the Force Majeure Event makes it impossible or
impractical for the Company to comply with them or to avoid losses to
the Client;(e) Inactivate the Client Account to avoid damage;(f) Close out any or all Open Positions at such prices as the Company
considers in good faith to be appropriate to avoid losses for the Client;(g) Increase Spreads, increase Margin requirements, decrease Leverage
without notice to avoid damages.
27.2 Except as expressly provided in this Agreement, the Company will
not be liable or have any responsibility for any type of loss or damage
arising out of any failure, interruption, or delay in performing its
obligations under this Agreement where such failure, interruption ordelay is due to a Force Majeure event.
28. Limitations of Liability and Indemnity
28.1. In the event the Company provides information, recommendations,news, information relating to transactions, market commentary or
research to the Client (or in newsletters which it may post on its Website
or provide to subscribers via its Website or otherwise), the Company will
not, in the absence of its fraud, wilful default or gross negligence, be
liable for any losses, costs,

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

31

expenses or damages suffered by the Client arising from any inaccuracy or
mistake in any such information given.
28.2. The Company will not be held liable for any loss or damage or
expense or loss incurred by the Client in relation to, or directly or
indirectly arising from but not limited to:(a) Any error or failure or interruption or disconnection in the operation of the
Platform(s), or any delay caused by the Client Terminal or Transactions
made via the Client Terminal, any technical problems, system failures
and malfunctions, communication line failures, equipment or software
failures or malfunctions, system access issues, system capacity issues, highinternet traffic demand, security breaches and unauthorised access, and othersimilar computer problems and defects;(b) Any failure by the Company to perform any of its obligations under the
Agreement as a result of Force Majeure Event or any other cause
beyond its control;(c) The acts, omissions or negligence of any third party;(d) Any person obtaining the Client’s Access Data that the Company has
issued to the Client prior to the Client’s reporting to the Company of themisuse of their Access Data;(e) Unauthorised third persons having access to information, including
electronic addresses, electronic communication, personal data andAccess Data when the above are transmitted between the Parties or any
other party, using the internet or other network communication facilities,
post, telephone, or any other electronic means;(f) Any of the risks in the Risks Disclosure and Warnings Notice;(g) Currency risk materialising;(h) Any changes in the rates of tax;(i) The occurrence of Slippage;(j) The Client relying on functions such as Trailing Stop, Expert Advisor andStop Loss Orders;(k) Abnormal Market Conditions;(l) Any actions or representations of the Introducer;(m) Any acts or omissions (including negligence and fraud) of the Client
and/or their Authorised Representative;(n) The Client’s or their Authorised Representative’s trading decisions;(o) Orders given through and under the Client’s Access Data;XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

32

(p) The contents, correctness, accuracy and completeness of any
communication spread by the use of the Platform(s);(q) The Client engaging in social trading, under which the client is
automatically following other traders’ Orders;(r) The solvency, acts or omissions of any third party referred to in section
16.5; or(s) A situation of section 16.6. arising.
28.3. If the Company, its Directors, Officers, employees, Affiliates, orAgents incur any claims, damage, liability, costs or expenses, which
may arise in relation to the execution or as a result of the execution of theAgreement and/or in relation to the provision of the Services and/or in
relation to the use of the Platform(s), that the Company, its Directors,
Officers, employees, Affiliates, or Agents bear no responsibility
whatsoever, it is the Client’s responsibility to indemnify the Company forsuch.
28.4. The Company will in no circumstances be liable to the Client for
any consequential, special, incidental or indirect losses, damages, lossof profits, loss of opportunity (including in relation to subsequent market
movements), costs or expenses the Client may suffer in relation to theAgreement, the provision of the Services or the use of the Platform(s).
28.5.
The Company’s cumulative liability to the Client will not
exceed the fees paid to the Company under this Agreement inrelation to the particular Client for the Provision of the Services anduse of the Platform(s).
29. Representations and Warranties
29.1. The Client represents and warrants to the Company the following:(a) The Client is at least 18 years old, or the age of legal consent forengaging in financial investment activities under the laws of any
jurisdiction that applies to him;(b) The Client is of sound mind and capable of taking decisions for their own
actions;(c) There are no restrictions on the markets or financial products in which
any Transactions will be sent for execution, depending on the Client’s
nationality;(d) All actions performed under the Agreement will not violate any law or rule
applicable to the Client or to the jurisdiction in which the Client is resident,
or any agreement by which the Client is bound or by which any of the
Client’s assets or funds are affected;(e) The Client will not use the IP or the Platform or Website in contravention
to this Agreement, or for unauthorised or unlawful purposes and that they
will use the IP, Platform and Website only for the benefit of their Client
Account and not on behalf of any other person;(f) The Client is duly authorised to enter into the Agreement, to give Orders

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

33and to perform its obligations hereunder;(g) The Client is the individual who has completed the Account Opening
Application Form or, if the Client is a company, the person who hascompleted Account Opening Application Form on the Client’s behalf isduly authorised to do so;(h) The Client is acting as a principal and not as agent or representative ortrustee or custodian on behalf of someone else. The Client may act onbehalf of someone else only if the Company specifically consents to thisin writing and provided all the documents required by the Company forthis purpose are received;(i) The information provided by the Client to the Company in the AccountOpening Application Form and at any time thereafter is true, accurate
and complete and the documents handed over by the Client are valid
and authentic.
(j) The Client has read and fully understood the terms of the Agreement;(k) where the Client is more than one person, that all decisions made, andinstructions issued, pursuant to this Agreement, are made on a fully
informed and agreed basis by all the parties to the account;(l) all information supplied to the Company by the Client is, or at the time itis supplied will be, accurate in all material respects and the Client will
not omit or withhold any information which would make such information
inaccurate in any material respect;(m) the Client is not insolvent, and if the Client is a corporate client, noresolution has been passed and no petition has been presented or ordermade for the Client’s winding up or liquidation or the appointment of areceiver or a receiver and manager or an administrator of other
insolvency official to the Client or any of its assets;(n) The Client funds used for trading are not in any direct or indirect way theproceeds of any illegal activity or used or intended to be used for terrorist
financing;(o) The Client is not a Politically Exposed Person and does not have any
relationship (for example relative or business associate) with a person
who holds or held in the last twelve months a prominent public position.
If the above statement is untrue and, in the event, that the Client has notdisclosed this already in the Account Opening Application Form, they will
inform the Company as soon as possible and will notify the Company if
at any stage during the course of this Agreement they become a
Politically Exposed Person;(p) The Client is not from the USA, Cuba, Iran, Syria, Democratic People’s
Republic of Korea, Algeria, Ecuador, Indonesia, Myanmar (or any othercountries included or excluded from this list from time to time at theCompany’s sole discretion). The Company does not accept Clients fromthese countries;(q) The Client has read and understood the Product Disclosure Statement,
Financial Services Guide, and the “Risks Disclosure and Warnings
Notice” found on the Website;(r) The Client consents to the provision of the information of the Agreement
by means of a Website or email;(s) The Client confirms that they have regular access to the internet and

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

34

consents to the Company providing them with information, including,
without limitation, information about amendments to the terms andconditions, costs, fees, this Agreements, policies and information about
the nature and risks of investments by posting such information on theWebsite or email. Should the Client wish, they may request for these to
be sent by post or fax;(t) If the Client is funding their account using superannuation funds, they
will notify the Company as this may impact their Wholesale client andRetail client status;(u) The Company relies on representations and warranties made by the
Client. These representations and warranties and those contained
elsewhere in this Agreement, survive the entering into of this Agreement
and are repeated in respect of each financial product transaction: and(v) You acknowledge to us that you have received or downloaded, and readand understood the TMD document and you agree that you are within
the class of consumers described in our TMD.
30. Complaints and Disputes
30.1. If the Client wishes to report a complaint, they must send an email
at compliance@xtrade.com.au with the completed “Complaints Form”
found on our Website. The Company will acknowledge receipt of yourcomplaint within 1 business day. The Company will try to resolve toresolve it without undue delay and within 30 calendar days of having
received the complaint, according to the Company’s Internal dispute
resolution policy for Clients, unless Xtrade.AU advises that theyreasonably require more time due to the nature of the complaint or otherreasonable consideration.
30.2. If a situation arises which is not expressly covered by thisAgreement, the Parties agree to try to resolve the matter on the basis ofgood faith and fairness and by taking such action as is consistent withmarket practice.
30.3. Where a Client is dissatisfied with the outcome of our dispute
resolution process or the complaints handling process, you have theright to lodge a complaint with the Australian Financial Complaints
Authority (AFCA), an approved external dispute resolution scheme, of
which we are a member.
31. Applicable and Governing Law and Applicable Regulations
31.1. If a settlement is not reached by the means described in section
30, all disputes and controversies arising out of or in connection with theAgreement will be finally settled in court in New South Wales.
31.2. This Agreement is governed by the Laws of New South Wales.
31.4.
All transactions on behalf of the Client will be subject toApplicable Regulations and any other public authorities whichgovern the operation of the Company, as they are amended or

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

35

modified from time to time. The Company will be entitled to take oromit to take any measures which it considers necessary to ensurecompliance with the Applicable Regulations, the relevant market
rules. Any such measures as may be taken will be binding on the
Client.
31.5.
All rights and remedies provided to the Company underthe Agreement are cumulative and are not exclusive of any rights orremedies provided by law.
32. Severability
32.1. Should any part of this Agreement be held by any Court of acompetent jurisdiction to be unenforceable or illegal or contravene any
rule, regulation or by law of any Market or regulator, that part will bedeemed to have been excluded from this Agreement from the beginning,
and this Agreement will be interpreted and enforced as though theprovision had never been included and the legality or enforceability of theremaining provisions of the Agreement or the legality, validity or
enforceability of this provision in accordance with the law and/or
regulation of any other jurisdiction, will not be affected.
33. Non-Exercise of Rights
33.1. Either Party’s failure to seek redress for violations, or to insist
upon strict performance, of any condition or provision of this Agreement,or its failure to exercise any or part of any of right or remedy to whichthat Party is entitled under this Agreement, will not constitute an implied
waiver thereof.
34. Assignment
34.1. The Company may at any time sell, transfer, assign or novate to athird party any or all of its rights, benefits or obligations under thisAgreement or the performance of the entire Agreement subject toproviding 15 Business Days prior Written Notice to the Client. This may
be done without limitation in the event of merger or acquisition of theCompany with a third party, reorganisation of the Company, winding upof the Company, lapse of its CIF licence or sale or transfer of all or partof the business or the assets of the Company to a third party.
34.2. It is agreed and understood that in the event of transfer,assignment or novation described in section 34.1 above, the Company
will have the right to disclose and/or transfer all Client Information(including without limitation personal data, recording, correspondence,due diligence and client identification documents, files and records, theClient trading history) transfer the Client Account and the Client Moneyas required, subject to providing 15 Business Days prior Written Noticeto the Client.
34.3. The Client may not transfer, assign, charge, novate or otherwisetransfer or purport to do so the Client’s rights or obligations under the

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

36

Agreement.
35. Introducer
35.1. In cases where the Client is introduced to the Company through athird person such as a business introducer or associate or affiliate(“Introducer”), the Client acknowledges that the Company is not
responsible or accountable for the conduct, representations or theaccuracy, completeness or correctness of the contents of any promotions
or marketing material of the Introducer or any other third-party, even if
these are given or appear to be given in the name of the Company, andthe Company is not bound by any separate agreements entered into
between the Client and the Introducer.
35.2. The Client acknowledges and confirms that their agreement or
relationship with the Introducer may result in additional costs, since theCompany may be obliged to pay commission fees or charges to theIntroducer. If such apply they will be disclosed to the Client as provided
under Applicable Regulations.
36. Authorised Representative
36.1. The Company may in certain cases accept an Authorised
Representative on behalf of the Client to place Orders to the Company or
to handle any other matters related to the Client Account or thisAgreement, provided the Client notifies the Company in writing of theappointment of an Authorised Representative and this person is approved by
the Company fulfilling all of the Company specifications for this.

36.2. Unless the Company receives a written notification from the Client
for the termination of the authorisation of Authorised Representative, theCompany, without prejudice to section 36.4 herein below, has the right tocontinue accepting Orders and/or other instructions relating to the Client
Account by the Authorised Representative on the Client’s behalf and theClient will recognise such orders as valid and binding to them.
36.3. The written notification for the termination of the authorisation of the
Authorised Representative has to be received by the Company with atleast 5 days’ notice prior the termination of the authorisation date.
36.4.
The Company has the right (but not an obligation to the
Client) to refuse or accept Orders and/ or other instructions relating to
the Client Account from the Authorised Representative in any of thefollowing cases:(a) if the Company reasonably suspects that the Authorised
Representative is not legally allowed or properly authorised to act assuch;(b) an Event of Default occurred;(c) in order for the Company to ensure compliance with the relevantmarket rules and or practices, Applicable Regulations or other applicable
laws; orXTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

37

(d) in order to protect the interest of the Client.
37. Multiple Account Holders
37.1. Where the Client comprises two or more persons, they will bedeemed joint tenants, and their liabilities and obligations under the
Agreement will be joint and several. Any warning or other notice given to
one of the persons which form the Client will be deemed to have been
given to all the persons who form the Client. Any Order given by one ofthe persons who form the Client will be deemed to have been given by
all the persons who form the Client.
37.2. In the event of the death or mental incapacity of one of thepersons who form the Client, all funds held by the Company or its
Nominee, will be for the benefit and at the order of the survivor(s) and all
obligations and liabilities owed to the Company will be owed by such
survivor(s).
38. Fees, Taxes and Inducements
38.1. The provision of the Services by the Company is subject topayment of fees found on the Company’s fee schedule on the Platform
and/or the Website (as the case may be).
38.2. It is agreed and understood that the Client will be solely
responsible for all filings, tax returns and reports which should be madeto any relevant authority, whether governmental or otherwise, and for
payment of all taxes (including but not limited to any transfer or value added
taxes), arising out of or in connection with their trading activity with theCompany hereunder.

38.3. The Client undertakes to pay all applicable stamp expenses
relating to this Agreement and any documentation which may berequired for the carrying out of the transactions under this Agreement.
38.4.
Should the Company pay or receive any fees or
inducements for the introduction of the Client, it will notify the Client
according to Applicable Regulations.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

38

PART FIVE – DEFINITIONS
39. Interpretation of Terms
40.1. In this Agreement:
Access Data means the Login and Password of the Client, which are requiredso as to have access on and use the Platform(s) and the telephone password
and Client Account number, which are required so as to place Orders via phone
and any other secret codes issued by the Company to the Client.
Account
Opening
Application
Form
means
the
application
form/questionnaire completed by the Client in order to apply for the Company’sServices under this Agreement and a Client Account, via whichform/questionnaire the Company will obtain amongst other things information
for the Client’s identification and due diligence, their categorisation andappropriateness or suitability (as applicable) in accordance with the Applicable
Regulations.
ADI means an authorised deposit-taking institution.
Affiliate means in relation to the Company, any entity which directly or
indirectly controls or is controlled by the Company, or any entity directly or
indirectly under common control with the Company; and “control” means thepower to direct or the presence of ground to manage the affairs of the Company
or entity.
Agreement means this “Client Agreement” together with the documents
referenced in section .
Applicable Regulations means (a) ASIC Regulatory Guides or any other rulesof a relevant regulatory authority having powers over the Company; (b) any
applicable rules of the relevant Market; and (c) all other applicable laws, rules
and regulations of Australia.
ASIC means the Australian Securities and Investments Commission, which is
the Company’s supervisory authority.
ASIC Order means the ASIC Corporations (Product Intervention Order –Contracts for Difference) Instrument 2020/896.
Ask means the higher price in a Quote at which the price the Client may buy.
Authorised Representative means the person of section 35.1 of the Client
Agreement.
Balance means the total financial result in the Client Account after the lastCompleted Transaction and depositing/withdrawal operation at any period oftime.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

39Base Currency means the first currency in the Currency Pair against which the
Client buys or sells the Quote Currency.
Bid means the lower price in a Quote at which the Client may sell.
Business Day means any day, other than a Saturday or a Sunday, or the 25thof December, or the 1st of January or any other Australian or international
holidays to be announced on the Company’s Website.
CFD has the meaning in the definition of “Contracts for Difference”.
Client Account means the unique personalised account of the Client consistingof all Completed Transactions, Open Positions and Orders in the Platform, theBalance of the Client money and deposit/withdrawal transactions of the Clientmoney. Our Website and communication may use the term trading account or
account, which mean Client Account.
Closed Position means the opposite of an Open Position.
Completed Transaction in a CFD means two counter deals of the same size
(opening a position and closing a position): buy then sell and vice versa.
Contract for Difference or CFD means a contract, which is a contract fordifference by reference to variations in the price of an Underlying Asset (andincludes a Margin FX contract). A CFD is a Financial Product under the
Applicable Regulations.
Contract Specifications means the principal trading terms in CFD (forexample Spread, Swaps, Lot Size, Initial Margin, Necessary Margin, Hedged
Margin, the minimum level for placing Stop Loss, Take Profit and Limit Orders,financing charges, charges etc) for each type of CFD as determined by theCompany from time to time and found on our Website and/or Platform.
Corporations Act means the Corporations Act 2001 (Cth).
Corporations Regulations means the Corporations Regulations 2001 (Cth).
Currency of the Client Account means the currency that the Client Accountis denominated in.
Currency Pair means the object or Underlying Asset of a CFD Transaction
based on the change in the value of one currency against the other. A Currency
Pair consists of two currencies (the Quote Currency and the Base Currency)
and shows how much of the Quote currency is needed to purchase one unit of
the Base Currency.
Equity means the Balance plus or minus any Floating Profit or Loss that derives
from an Open Position and will be calculated as: Equity = Balance + Floating
Profit - Floating Loss.
Essential Details means the required details in order for the Company to be

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

40able to place the Order for example but not limited to Opening Position/Closing
Position/Cancelling/Amending, the Underlying Asset, style/name of the Order,
volume, market direction, price, validity, Stop Loss/Take Profit (if desired).
Event of Default has the meaning given in section 14.1 of this Client
Agreement.
Expert Advisor means a mechanical online trading system designed toautomate trading activities on an electronic trading platform such as theCompany’s Platform. It can be programmed to alert the Client of a trading
opportunity and can also trade their Client Account automatically managing all
aspects of trading operations from sending orders directly to the Platform toautomatically adjusting stop loss, trailing stops and take profit levels.
Financial Product means the financial products authorised under theCompany’s AFSL which can be found on our Website (including Margin FX andother CFDs), in accordance with the Corporations Act.
Floating Profit/Loss in a CFD means current profit/loss on Open Positions
calculated at the current Quotes (added any commissions or fees if applicable).
Force Majeure Event has the meaning as set out in section 26.1 of the Client
Agreement.
Free Margin means the amount of funds available in the Client Account, which
may be used to open a position or maintain an Open Position. Free Margin will
be calculated as:
Equity less (minus) Necessary Margin [Free Margin = Equity - Necessary
Margin].
Hedged Margin for CFD trading means the necessary margin required by theCompany so as to open and maintain Matched Positions.
Initial Margin for CFD trading means the necessary margin required by theCompany so as to open a position.
Introducer has the meaning as set put in section 35.1 of the Client Agreement.
Leverage for CFD trading means a ratio in respect of Transaction Size andInitial Margin. 1:20 ratio means that in order to open a position, the Initial Margin
is twenty times less than the Transactions Size.
Long Position for CFD trading means a buy position that appreciates in value
if underlying market prices increase. For example, in respect of Currency Pairs:
buying the Base Currency against the Quote Currency.
Lot means a unit measuring the Transaction amount specified for each
Underlying Asset of a CFD.
Lot Size means the number Underlying Assets in one Lot in a CFD.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

41

Maintenance Margin means the level of equity required to be in your Client
Account for each Open Position in order to maintain that Open Position. The
Maintenance Margin requirements are specific to each Financial Product and are
displayed on the Website.
Margin means the necessary cleared funds so as to open or maintain Open
Positions in a CFD Transaction.
Margin Call means the situation when the Company informs the Client todeposit additional Margin when the Client does not have enough Margin to open
or maintain open positions. Please note that a Margin Call will not be considered
to have been met unless and until cleared funds have been received by theCompany in our nominated account.
Margin FX means a derivative which has foreign currency as its underlying
security that can be traded by the Client utilising Leverage.
Маrgin Level for CFD trading means the percentage of Equity to Necessary
Margin ratio. It is calculated as: Margin Level = (Equity / Necessary Margin) x
100%.
Margin Trading for CFD trading means Leverage trading when the Client may
make Transactions having less funds on the Client Account in comparison with
the Transaction Size.
Matched Positions for CFD trading means Long and Short Positions of thesame Transaction Size opened on the Client Account for the same CFD.
Necessary Margin for CFD trading mean the necessary margin required by theCompany so as to maintain Open Positions.
Normal Market Size for CFD trading means the maximum number of units of
the Underlying Asset that are transmitted by the Company for execution.
Open Position means any open contract (call and / or put) which has not beenclosed. In relation to CFD trading this may be a Long Position or a Short
Position which is not a Completed Transaction.
Order means an instruction from the Client to trade in Margin FX or other CFDs.
Parties means the parties to this Client Agreement and the other terms andconditions forming the Agreement – i.e. the Company and the Client.
Pip Hunting means the situation when the Client opens a position and closes
it in a very short time (once there is a profit of one pip).
Platform means the electronic mechanism operated and maintained by theCompany consisting of a trading platform, computer devices, software,
databases, telecommunication hardware, programs and technical facilities,
which facilitates trading activity of the Client in Financial Products via the Client
Account. It is understood that the Company may use different Platforms

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

42depending on the Financial Product.
Politically Exposed Persons or “PEPs” means individuals who occupy a
prominent public position or functions in a government body or internationalorganisation, both within and outside Australia. This definition also extends totheir immediate family members and close associates.
There are three categories of PEPs:• Domestic PEPs are individuals who hold a prominent public position orfunction in an Australian government body•

Foreign PEPs are individuals who hold a prominent public position orfunction in a government body of a foreign country.

•

International organisation PEPs are individuals who hold a prominent
public position or function in an international organisation.

Order Level for CFD trading means the price indicated in the Order.
Quote” means the information of the current price for a specific Underlying
Asset, in the form of the Bid and Ask prices.
Quote Currency means the second currency in the Currency Pair which canbe bought or sold by the Client for the Base Currency.
Quotes Base in relation to CFD trading means Quotes Flow information stored
on the Server.
Quotes Flow means the stream of Quotes in the Platform for each CFD.
Retail Client means a ‘retail client’ as defined in sections 761G and 761GA of
the Corporations Act 2001 (Cth).
Scalping means the situation where the Client opens too many positions at thesame time and closes them in a very short time (for example up to threeminutes) or buying at Bid price and selling at Ask price, so as to gain the Bid/Ask
difference.
Services means the services to be offered by the Company to the Client underthe Agreement, as set out in section 10.1 of the Client Agreement.
Short Position for CFD trading means a sell position that appreciates in value
if underlying market prices fall. For example, in respect of Currency Pairs: selling
the Base Currency against the Quote Currency. Short Position is the opposite
of a Long Position.
Slippage means the difference between the expected price of a Transaction in
a CFD, and the price the Transaction is actually executed at. At the time thatan Order is presented for execution, the specific price requested by the Client
may not be available; therefore, the Order will be executed close to or a number

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

43

of pips away from the Client’s requested price. If the execution price is better
than the price requested by the Client, this is referred to as positive slippage. If
the executed price is worse than the price requested by the Client, this is referred
to as negative slippage. Slippage often occurs during periods of higher volatility(for example due to due to news events) making an Order at a specific priceimpossible to execute, when market orders are used, and also when large
Orders are executed when there may not be enough interest at the desired pricelevel to maintain the expected price of trade.
Spread for CFD trading means the difference between Ask and Bid of an
Underlying Asset in a CFD at that same moment.
Swap or Premium Rollover for CFD trading means the interest added or
deducted for holding a position open overnight.
Trailing Stop in CFD trading means a stop-loss order set at a percentage level
below the market price - for a long position. The trailing stop price is adjusted as
the price fluctuates. A sell trailing stop order sets the stop price at a fixed amount
below the market price with an attached "trailing" amount. As the market pricerises, the stop price rises by the trail amount, but if the pair price falls, the stop
loss price doesn't change, and a market order is submitted when the stop priceis hit.
Transaction means transaction of the Client in a CFD.
Transaction Size for CFD trading means Lot Size multiplied by number of Lots.
Underlying Asset means the object or underlying asset in a CFD may be
Currency Pairs, Forwards, Futures, Options, Metals, Equity Indices,
Commodities, Shares or as determined by the Company from time to time andmade available on the Platform or the Website.
Underlying Market means the relevant market where the Underlying Asset of a
CFD is traded.
Website means the Company’s website at www.xtrade.com.au or such otherwebsite as the Company may maintain from time to time.
Wholesale Client means a ‘wholesale client pursuant to sections 761G and
761GA of the Corporations Act 2001 (Cth).
Written Notice has the meaning set out in section 23.4 of the Client Agreement.
40.2. Words importing the singular import the plural and vice versa.
Words importing the masculine import the feminine and vice versa.
Words denoting persons include corporations, partnerships, otherunincorporated bodies and all other legal entities and vice versa.
40.3. Paragraph headings are for ease of reference only.
39.4.

Any reference to any Act or Regulation or law will be thatXTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

44Act or Regulation or law as amended, modified, supplemented,
consolidated, re- enacted or replaced from time to time, all guidance
noted, directives, statutory instruments, regulations or orders madepursuant to such and any statutory provision of which that statutory
provision is a re-enactment, replacement or modification.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

45

APPENDIX ONE – CFD TRADING TERMS
1. Scope
1.1. This Appendix is applicable only to those Clients trading in the Financial
Products of CFDs (including Margin FX).
2. Types of CFD Orders
2.1. The following two CFD Orders may be placed with the Company: market
orders and pending orders.
3. Execution of Orders
3.1. In order to open a position on the Platform, the Client must either open a
Buy or a Sell, at the price quoted on the Platform at the time of such
Transaction. In order to close a position, the Client must either offer to Sell (inthe case of a Buy), or purchase (in the case of a Sell), the Underlying Assetcovered by such Open Position, at the price quoted on the Platform at thetime of such closing. It is understood that every time the Client places an Order,
the Company executes such an Order itself as a counterparty. However, theCompany has the right to hedge Client Orders with a third party.
3.2. The Platform provides a Buy quote and a Sell quote for each Underlying
Asset traded on the Platform. The Client acknowledges that upon opening a
Buy or closing a Sell (or vice versa), they may only do so at the price quoted on
the Platform to purchase such Underlying Asset.
3.3. Orders can be placed and (if allowed) changed within the Trading Hoursfor each type of Underlying Asset appearing on the Platform and/or the Website,
as amended by the Company from time to time.
3.4. On the Platform, the Client will be entitled to make an offer to open a
Position at the best available price on the Platform (“Market Order”) at the timeof opening such a position, unless the Client specifies a particular price in which
to make an offer to open a position (“Limit Order”). With respect to a Market
Order, the price at which a Transaction is completed may not always be at theexact rate displayed when the Order is placed. The Client agrees that their offer
to open a Market Order may be accepted at a lower price or higher price thanthe price indicated by them in their Market Order, within a certain range as
specified on the Platform from time to time. If the Client chooses to open aMarket Order, their offer will be accepted at the best possible price offered on
the Platform.
3.5. With respect to a Limit Order, the price at which a Transaction is completed
may not always be at the exact price displayed when the Order is placed. The
Client agrees that their offer to open a Limit Order may be accepted at a lower
price if a Buy, or higher price if a Sell, than the price indicated by them in their
Limit Order as specified on the Platform from time to time. If the Client offers toopen a Limit Order, their offer may be accepted at the price indicated by themin their offer. At any time prior to acceptance of a Limit Order, the Client may

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

46cancel the Limit Order without any further liability. If the Client open a Limit
Order, their offer will be accepted at the best possible price offered on the
Platform.
3.6. The Client agrees that the Company may hedge or otherwise offset any
Transaction with other third parties in order to offset any liability or risk
associated with any of the Client’s Transaction(s). In the event that theCompany is unable to hedge the Client’s Transactions with other third parties,
the Company reserves the right to amend the content or terms of an CFD Order
including the expiry date, the trading hours or any other parameters in the
product details tab.
3.7. Pending Orders, not executed, will remain effective through the next
trading session (as applicable).
3.8. Market Orders not executed because there is not enough volume to fill
them, will not remain effective and will be cancelled.
3.9. All open spot positions will be rolled over (“Premium”) to the next BusinessDay at the close of business in the relevant Underlying Market, subject to theCompany’s rights to close the open spot position. Any open forward positions
will be rolled over at the expiry of the relevant period into the next relevant
period subject to the Company’s rights to close the open forward position.
3.10. Orders will be valid in accordance with the type and time of the given
Order, as specified by the Client. If the time of validity of the Order is not
specified, it will be valid for an indefinite period. However, the Company may
delete one or all Pending Orders if the Client Account Equity reaches zero.
3.11. The Orders cannot be removed once placed. Pending Orders may bedeleted or modified before they are executed.
3.12. The Client may change the expiration date of Pending Orders before it isexecuted by cancelling it and placing a new Order.
3.13. Stop loss and Take Profit orders may be changed as long as they arehigher in distance than a specific level (depending on the trading symbol).
3.14. For an open CFD position that the Client holds in relation to a particular
Underlying Asset and then subsequently closes partially, this position will beclosed on a ‘First in, First Out’ basis (commonly known as FIFO) in relation to
the multiple trades undertaken to build the particular position.
3.15. The Company is under no obligation, unless otherwise agreed in theAgreement, to monitor or advise the Client on the status of any Transaction or
to close out any Client’s Open Positions. When the Company decides to do so,
this will be done on a discretionary basis and will not be considered anundertaking of an obligation to continue. It is the Client’s responsibility to beaware of their positions at all times.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

474. Quotes
4.1. In the event that the Company is unable to proceed with an Order, withregard to price or size or other reason, depending in the type of the Client
Account, the Company will send a re-quote. The number of re-quotes appearson the Platform.
4.2. The Quotes appearing on the Client’s terminal are indicative and are basedon the relevant Underlying Markets. However, if there is high volatility in the
Underlying Market the execution of the Order may change and the Client may
obtain the first price that will be available in the market and not the market they
requested.
4.3. The Company provides Quotes by taking into account the Underlying
Asset price, but this does not mean that these Quotes are within any specificpercentage of the Underlying Asset price. When the relevant Underlying Market
is closed, the Quotes provided by the Company will reflect what the Company
thinks to be the current Bid and Ask price of the relevant Underlying Asset atthat time. The Client acknowledges that such Quotes will be set by theCompany at its absolute discretion.
5. Stop Loss Orders, Trailing Stop and Expert Advisor
5.1. The Client agrees that trading operations using additional functions of the
Client Trading Terminal such as Trailing Stop and/or Expert Advisor are
executed completely under the Client’s responsibility, as they depend directlyon their trading terminal and the Company bears no responsibility whatsoever.
5.2. The Client agrees that placing a Stop Loss Order will not necessarily limit
losses to the intended amounts, because market conditions may make it
impossible to execute such an Order at the stipulated price and the Company
bears no responsibility whatsoever.
5.3. The Client may add “Close at Loss” price or “Close at Profit” at any stage
when the position is Open.
5.4. Upon the Client placing a limit Order, the Client authorises the Company toclose the Transaction at the Close at Loss price or Close at Profit price, asapplicable, and as agreed in the Order, without further instruction from or
notification to the Client. The Company may close the Transaction when theprice quoted by the Company on the Trading Platform equals or exceeds theprice accepted by it for such an Order.
5.5. The Client acknowledges that the original price level set forth in a Close at
Loss may be amended as the market on the Platform moves in their favour.
Whilst their trailing Close at Loss is still in effect, the Client agrees that eachchange in the market by at least one hundredth of a percentage point (referred
to as "Pips" on the Platform) in their favour will constitute a new offer by the
Client to raise the level of their trailing “Close at Loss” by one hundredth of one
percentage point. Changes in a Pip will be rounded to the nearest absolutevalue in the Currency of the Client Account.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

48

5.6. The Client acknowledges and agrees that due to market volatility andfactors beyond the Company’s control, the Company cannot guarantee that an
Order will be executed at the level specified in the Client Order, for example, an
Order may be closed at a worse price than as originally specified by the Clientin such an Order. In such an event, the Company will close the Transaction at
the next best price. For example, with respect to a Close at Loss, in the case ofa Buy to close, the price of an Underlying Asset may suddenly increase above
the Close at Loss price, without ever reaching such price. In the case of a Sell
to close, the price of an Underlying Asset may suddenly decrease below the
Close at Loss price, without ever reaching such price.
5.7. With respect to a Close at Profit where the price for an Underlying Assetmoves to the Client’s advantage (for example, if the price goes down as the
Client Buys or the price goes up as the Client Sells), the Client agrees that theCompany can pass such price improvement on to the Client.
5.8. Guaranteed Stop Orders are only available on certain Underlying Assets,
as indicated in the product details tab. If the Client places a Guaranteed Stopon a new Order the Company guarantees that when its bid or offer quoted pricereaches or goes beyond the close at loss price specified by the Client, it willclose the position at exactly the price the Client specified in the Guarantee Stop
Order. An open position can be closed in accordance with this Agreement prior
to reaching the Guaranteed Stop Order price level.
5.9. A Guaranteed Stop Order is subject to the following additional conditions:(a) A Guaranteed Stop Order can be requested only on a new Order and is only
available on close at loss conditions;(b) A Guaranteed Stop Order can be activated or edited only when there is
trading and an eligible Underlying Asset is available on the Platform;(c) Once a Guaranteed Stop Order is accepted by us it cannot be removed only the price can be changed;(d) A Guaranteed Stop Order must be placed a minimum distance (asdetermined by the Company) away from the current Underlying Asset pricebeing quoted by the Company;(e) As the Company guarantees to close out price, the spread is adjusted forthe additional charge when placing the Guaranteed Stop Order. The adjusted
spread is displayed in the Underlying Asset details tab for each eligible Productat the time the Guaranteed Stop Order is placed.
6. Expiry
6.1. The Company may set an Expiry Date and time for a specific Underlying
Asset. Such will be displayed on the Platform. The Client agrees that it their
responsibility to check for the Expiry Date and time.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

496.2. If the Client does not close an open Position with respect to an Underlying
Asset which has an Expiry Date, prior to such Expiry Date, the Open Position
will automatically close upon the Expiry Date. The Open Position will close at a
price which will be the last price quoted on the Platform immediately prior to theapplicable Expiry Date and time.
6.3. The Client acknowledges that certain Underlying Markets may become
volatile or illiquid without warning. In such circumstances it may not be possible
to execute Client Orders, particularly in the period shortly before an expiry.
7. Swaps / “Premium” – rollover interest
7.1. Any Open Position at the end of the trading day or over the weekend, willautomatically be rolled over to the next business day to avoid an automatic
close and settlement of the Transaction. The Client acknowledges that whenrolling such Transactions to the next business day, a Swap will be either addedor subtracted from their Client Account with respect to such Open Position.
Information concerning the Swap for each Underlying Asset is displayed on the
Platform. In deciding whether to open a position, the Client acknowledges thatthey are aware of the Swap.
7.2. The Swap is charged daily on the Client Account. The operation isconducted at 22:00 (21:00 DST) (GMT time) and can take several minutes.
7.3. The Client authorises the Company to add or subtract the Swaps fees toor from the Client Account for any open Transactions that have accrued such afee, in accordance with the applicable rate thereto, each day at the time ofcollection specified on the Platform for each Underlying Asset, as applicable.
7.4. The Company has the right to amend in its discretion from time-to-time thecalculation days or percentages of Swaps. Such changes will be affected on
the Platform and/or the Website and the Client is responsible to check for
updates regularly.
8. Spreads
8.1. All CFDs available with the Company have spreads which appear on the
Platform and/or the Website. The Company has the right to amend its spreads
in its discretion from time to time. Such changes will be affected on the Platform
and/or the Website and the Client is responsible to check for updates regularly.
9. Margin Requirements
9.1. The Client will provide and maintain the Initial Margin and/or Hedged
Margin in such limits as the Company, at its sole discretion and in line with the
ASIC Order, may determine at any time under the Contract Specifications foreach type of CFD.
9.2. It is the Client’s responsibility to ensure that they understand how Margin
requirements are calculated.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

50

9.3. Unless a Force Majeure Event has occurred, the Company has the right tochange the Margin requirements, giving to the Client ten (10) Business Days
Written Notice prior to these amendments for open positions. For new positions
the Company may amend the Margin Requirements with one (1) Business
Day’s Written Notice. All changes will be affected on the Platform and/or theWebsite and the Client is responsible to check for updates.
9.4. The Company has the right to change Margin requirements without priornotice to the Client in the case of Force Majeure Event. In this situation the
Company has the right to apply new Margin requirements to the new positions
and to the positions which are already open.
9.5. For avoidance of doubt, the Company will ensure that the Margin
requirements are in line with the ASIC Order and has no discretion to lower
Margin requirements below the level mandated by the ASIC Order.
9.6. Without prejudice to section 13 of the Client Agreement, the Company has
the right to close and or limit the size of Client open positions (New or Gross)and to refuse Client orders to establish new positions in any of the following
cases:(a) The value of Client collateral falls below the minimum margin
requirement.
(b) At any time, the net equity of the Client Account is less than the higherof the amount required by the ASIC Order (the aggregate close out
protection amount) or that required by the Company, to be held in the
Client Account for the Client’s Open Positions at that time that areconnected to the Client Account.
(c) The Company makes a Margin Call and the Client fails to meet it.
9.7. The Company may make Margin Calls to the Client automatically via the
Platform when the Margin in their Client Account has reached a certain
percentage. When the Platform warns the Client that it reached a certain
percentage of the Margin in the Client Account, the Client should take any or allof the three options to deal with the situation:(a) Limit their exposure (close trades); or(b) Hedge their positions (open counter positions to the ones they have rightnow) while re-evaluating the situation; or(c) Deposit more money in their Client Account.
The Client is required to log-in to the Platform on a daily basis when they haveopen positions to ensure they receive notification of any such Margin Calls. It is
the Client’s sole responsibility to monitor and manage their open positions andexposures, and ensure Margin calls are met as required. Where the Client has
not checked the trading platform for Margin call notifications, and so has not
met them in a timely manner, all margined positions will be closed out by theCompany, without further reference to the Client;9.8. If the Client fails to take action according to section 9.7 or when the Client
reaches 50% of the Margin in the Client Account, their positions will start closing

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 476

51

automatically (Stop Out level of 50%) starting with the most losing Order andthe Company has the right to refuse any new Orders. The Company is required
to take this action as a consequence of the ASIC Order.
9.9. Margin will be paid in monetary funds in the Currency of the Client Account.
Should the client deposit money in a different currency the Company will makea conversion into the Currency of the Client Account according to section 18 of
the Client Agreement.
9.10. The Client undertakes neither to create nor to have outstanding any
security interest whatsoever over, nor to agree to assign or transfer, any of the
Margin transferred to the Company.
Termination tales place. It is the Client’s responsibility to ensure therequired level of Margin exists for each Client Account separately.
10.

Negative Balance Protection

10.1. If the Client, being a Retail Client for the purposes of this section 10,
incurs a liability through trading CFDs, our recourse is limited to the money in
the Client’s Client Account, whether;(a) deposited by the Client; or(b) paid into the Client Account by the CFD issuer in relation to dealing in a
CFD by the Client; or(c) received or deposited into the Client Account, irrespective of whether thiswas associated with CFD trading.

XTRADE - Xtrade.AU Pty Ltd ACN 140 899 47652