BINARY OPTIONS CLIENT AGREEMENT
NFX CAPITAL VU INC, VANTU HOUSE 133 SANTINA PARADE, ELLUK, PORT VILA, EFATE, VANUATU, hereinafter referred to as the “Company”, and a person that has submitted the registration form for opening a personal or corporate trading account with the Company, hereinafter referred to as the “Client”, jointly referred to hereinafter as the “Parties”, have signed this Client Agreement and agreed as follows:
1. SUBJECT OF THE AGREEMENT
1.1. This Client agreement, attachments hereto and the information on the official website of the Company (jointly hereinafter referred to as “the Agreement”) govern the terms and conditions of the services provided by the Company to the Client with respect to binary options on currency pairs, commodities, stocks and indices, and all of the Client’s trading and deposit/withdrawal operations (“the Service”). Any and all documents and information that can be found on the Company’s website, including, but not limited to, the trading terms and contract specifications, are an integral part of this Client Agreement.
1.2. The Company will not physically deliver any currency in the settlement of any trading operations by the Client. All transfers shall be credited to or debited to/from the Client’s trading account in the currency of the account immediately after the position is closed.
1.3. From the date on which the Client’s account is activated, the Company will receive and transmit orders from the Client for binary options operations.
1.4. The Company may, from time to time in its absolute discretion, withdraw the whole or any part of the Services on a temporary or permanent basis.
2.1. The Client confirms that he has fully read, understood and agreed with all terms and conditions of the present Agreement.
2.2. The Client agrees that the Company has the right to alter, add, rename or leave unaltered any and all services offered under the present Agreement at its sole discretion upon duly notifying the Client and within the timeframe specified by the present Agreement. As a rule, the alterations, additions, renaming of services come into force in 5 (five) business days upon the Client’s receipt of the notice.
2.3. The Company only performs the Client’s trading transaction instructions and does not provide trustee services, advice or consulting services. Any and all information or research placed on the official website of the Company or provided to the Client shall not be deemed a recommendation or advice for any possible trading solutions. The Client is solely and fully responsible for any and all trading transactions in his trading account, as well as for any and all investment decisions.
2.4. The Client agrees that he shall be the sole owner and beneficiary of the account.
2.5. The Company may provide links to other websites that are controlled or offered by third parties. Such a link or links to a site or sites should not be considered an endorsement, authorization, sponsorship or affiliation with respect to such site, its owners or its providers. The Client understands the risks involved in using such sites before retrieving, using, relying upon or purchasing anything via the Internet. Links to these websites are provided solely for the Client’s convenience, and the Client agrees that under no circumstances will he hold the Company liable for any loss or damage caused by the use of or reliance on any content, goods or services available on other sites.
2.6. This Agreement is deemed effective as of the moment of the Client’s account registration with the Company and shall stay in force until terminated by either of the parties or both parties hereof.
3. CLIENT’S ELIGIBILITY
3.1. The Company’s services are available to and may be used only by individuals or companies that can legally enter binding contracts. The Company’s services are not available to persons under the age of 18 or those not authorized to execute legally binding contracts under laws of their country of residence. The Company shall not be responsible for any unauthorized use of its services by persons not meeting the above requirements in any way or manner.
3.2. The laws regarding financial contracts vary throughout the world, and it is entirely the Client’s obligation to ensure that he fully complies with any law, regulation or directive, relevant to his country of residence/registration with regard to the use of the Company’s services. The Company’s services are not available in countries where they are illegal to use, and the Company reserves the right to refuse and/or cancel services to anyone at its own discretion.
3.3. Furthermore, the Company’s services are available only to and may only be used by individuals who have sufficient experience and knowledge in financial matters to be capable of evaluating the merits and risks of acquiring financial contracts. The Company shall not be responsible for verifying and/or checking whether the Client does, indeed, possess sufficient knowledge and/or experience. The Company shall not be responsible for any damage and/or loss incurred by the Client as a result of insufficient knowledge and/or experience.
4. REGISTRATION INFORMATION AND REQUIREMENTS
4.1. To register for the Service, the Client shall provide certain identifying information. The Client hereby agrees to provide true, accurate, up-to-date and complete information about himself. The Client undertakes not to impersonate any other person or entity, misrepresent any affiliation with another person, entity or association, use false headers or otherwise conceal his identity for any purpose.
4.2. If the Client registers as a business entity, he hereby declares that he has the authority to bind that entity to this Agreement. The Company will treat the information the Client entrusts to the Company with care in accordance with the disclosures it provides during the Registration process.
4.3. The Client’s username and password will be used by the Client every time to access the Service. For the Client’s protection and that of other users, the Client should not share his Registration information (including password and username) with another person or business entity for any purpose, including, but not limited to, facilitating access and unauthorized use of the Service. The Client alone is responsible for all acts or omissions that occur within the application through the use of the Client’s Registration information. If the Client believes that a third party got possession of or has used or is using his Registration information, username or password to access any service without the Client’s authorization, the Company’s Customer Support should be informed immediately.
4.4. The Company has the right to transfer its rights and obligations in whole or in part to a third party, provided that such third party agrees to abide by the terms of the Client Agreement. The Company notifies the Client about such a transfer not later than 10 (ten) business days prior to the transfer.
5.1. Before making any transactions through the Service, the Client must deposit funds into his account. The Client may transfer additional funds to his account at any time.
5.2. If the Client owes the Company an amount in excess of his account equity level, or if the Client’s account balance has dropped below zero, then the Client shall be obligated to pay off this debt within 2 business days of the time the debt was incurred.
5.3. The Client acknowledges and agrees that if a sum is due and payable to the Company and sufficient cleared funds have not yet been credited to the Client’s account, the Company shall be entitled to treat the Client as having failed to make a payment to the Company.
5.4. When the Client earns a profit on a transaction in the Service, the amount he earned in profit will be credited to his trading account. All losses incurred by the Client in his transactions will be debited from his account.
5.5. All of the Client’s fund withdrawal requests may be subject to scrutiny by the Company in connection with the Company policy, national regulations and the requirements of financial establishments. In certain circumstances the Client may be asked to provide additional information, and the withdrawal process may be prolonged.
5.6. Profits may only be credited to the person that registered the account or to an account in his name. Profits may not be credited to the account of a third party. When an account is funded through a bank wire transfer, profits will only be credited to the holder of the bank account from which the funds were transferred. When transferring funds via bank wire transfer, it is the Client’s responsibility to ensure that his account number and name are included in the transfer. When an account is funded with a credit or debit card, profits may only be transferred to the same card, up to the value of the deposit. Additional profits will be transferred electronically and are subject to all previously described conditions.
6. CLIENT’S FUNDS AND INTEREST
6.1. The Client acknowledges and agrees that the Company will not pay interest on client funds. Should the Company decide to begin paying interest on client funds, it reserves the right to establish how much it will pay in interest and when interest payments will be paid.
7.1. The Client shall duly report his activities to any applicable tax or other authority, as may be required by any laws applicable to the Client in his country of residence, and the Client shall pay all applicable taxes, levies, governmental fees and charges associated with the activities of his account, including required deductions at source. The Client foregoes any claim against the Company in this respect.
8. DATA AND RECORDINGS
8.1. The Client consents that all communications with the Company, including, but not limited to, phone conversations regarding the Service or the Client’s payments, may be recorded and stored for as long as the Company deems necessary and for any purpose, including the resolution of any disputes which may arise between the Parties. Such recordings may be deleted anytime, at the Company’s sole discretion.
8.2. The recordings are the sole property of the Company, and the Company has no obligation to provide these recordings to any other party. Should an authority request a recording in connection to the Client’s personal activities, including, but not limited to, recordings containing information regarding the Client’s account, the Client shall bear all costs of providing such information.
8.3. The Company or a party authorized on its behalf shall keep copies of every written order received from the Client for a period of time to be determined at the Company’s sole discretion. Furthermore, the Company, its agents and its representatives maintain records of all client transactions.
9.1. In order to be able to start executing transactions, the Client shall be required to transfer funds to an account designated by the Company, to be used as collateral for the transactions.
9.2. Funds belonging to the Client to be used for trading purposes will be kept in one or more omnibus accounts with any bank or financial institution used to accept funds, which the Company will specify from time to time, and will be held in the Company’s name.
9.3. It is understood that the Company may hold funds on behalf of the Client in a bank established outside the European Union or the US. The legal and regulatory regime applying to any such bank might be different from the legal and regulatory regime in the European Union or the US, and, in the event of insolvency or any other analogous events in relation to that bank, the Client’s funds may be treated differently from the treatment which would apply if the funds were held with a bank in an account in the US and the European Union. The Company will not be liable for the insolvency, failure to perform or unduly performance acts or omissions of any third party referred to in this clause.
9.4. Any profits accrued from the Client’s transactions shall be added to his account as supplementary collateral. All losses resulting from the Client’s transactions shall be deducted from his account. The credit balance of the Client’s account shall bear no interest.
10. ADDITIONAL DEPOSITS, WITHDRAWALS AND CLOSURE OF THE ACCOUNT
10.1. Any withdrawal of the available collateral, whether partial or total, including any accrued profits (but not future profits), shall be executed by the Client with a prior notice to the Company of at least 7 (seven) business days.
10.2. The Client may transfer to his account, at any time, additional funds to be used as collateral for transactions. All terms of this Agreement shall apply to any additional funds so deposited.
11. FORCE MAJEURE
11.1. The Company may, having just cause, determine that a Force Majeure event (uncontrollable circumstances) exists, in which case the Company will, in due course, take reasonable steps to inform the Client of such event. Force Majeure events include, but are not limited to:
– any act, event or occurrence (including, but not limited to, strikes, riots, civil commotion, terrorism, war, acts of God, accidents, fires, floods, storms, interruptions of power supply, communication equipment or supplier failure, hardware or software failure, civil unrest, government sanctions, blockages, embargos and lockouts) which, in the Company’s reasonable opinion, prevents the Company from maintaining market stability on one or more financial instruments; and
– the suspension, liquidation or closure of any market; the absence of any event off which the Company bases its quotes; or the imposition of limits or special or unusual terms on trading on any such market or in any such event.
11.2. If the Company determines with just cause that a Force Majeure event has occurred, the Company may at any time, and without prior notice, take any or all of the following steps:
– close out any or all open positions at prices the Company considers in good faith to be appropriate;
– suspend or modify the application of any or all terms of this Agreement to the extent that the Force Majeure event makes it impossible or impractical for the Company to comply with them; or
– take or not take action concerning the Company, the Client and other clients, as the Company deems to be reasonably appropriate in the circumstances.
11.3. The Company does not bear responsibility for failing to fulfill or for improperly fulfilling its obligations when prevented from doing so by uncontrollable circumstances.
12. ONLINE TRADING RISKS
12.1. There are certain risks related to utilizing Internet-based trading services, including, but not limited to, hardware, software or Internet connection. Since the Company does not control signal power, its reception or routing via the Internet, configuration of the Client’s hardware or software, or reliability of the Client’s Internet connection, the Client agrees that he is solely responsible for such failures, including communication failures, disruptions, distortions and delays in trading.
12.2. Volatility or liquidity in the markets may prevent orders from being executed at advantageous prices, or executed at all. The Company shall not be liable to any person for any losses, damages, costs or expenses (including, but not limited to, loss of profits, loss of use, direct, indirect, incidental or consequential damages) caused by trades not being executed due to market conditions, or from any errors of the Client’s dealer.
12.3. The Company recommends that clients are cautious when they use an iPhone, Blackberry or other handheld mobile device for trading or receiving data from the Company’s platform. Handheld mobile devices depend on wireless connectivity, are subject to the limitations of 3G, Wi-Fi and GPRS network restrictions and may not provide the investor with the same functions as accessing the Company’s platform from a web browser. The Company shall not be liable to any person for any losses, damages, costs or expenses (including, but not limited to, loss of profits, loss of use, direct, indirect, incidental or consequential damages) resulting from the Client’s use of a handheld mobile device.
12.4. All activities associated with financial speculation, including the trading of binary options, carry a high level of risk and are entirely speculative. These activities pose the potential risk of losing a large amount of money in a short time period. By consenting to this Agreement, the Client acknowledges that they understand that small fluctuations in prices may result in large financial losses over a short period of time and can cause the total loss of the Client’s invested funds. The Client understands that there is no method for ensuring profitable transactions in financial markets.
13. INACTIVE ACCOUNTS
13.1. The Client acknowledges and confirms that any trading account held with the Company, in which the Client has not placed a trade and/or made a deposit for a period longer than 6 (six) calendar months, shall be classified by the Company as an Inactive Account and will be subject to a monthly handling fee. For the reactivation of an Inactive Account the Client must contact the Company. The Inactive Account will then be reactivated subject to, if required, up-to-date Know Your Customer documentation to be provided to the Company.
14.1. In order to communicate with the Client, the Company may use:
b) the Company’s internal mail system;
c) facsimile communication;
f) announcements in the news section on the Company’s official website.
14.2. In order to communicate with the Client, the Company will use the contact information provided by the Client upon account registration or updated by him later in due course. All correspondence and information forwarded by the Company to the Client via provided contact details shall be considered to be forwarded in due course, and the Client has no right to refer to the contact details as being invalid or outdated if the Company has not been notified and the contact information has not been updated in due course.
14.3. Any correspondence or information (e.g. documents, announcements, notices, confirmations, inquiries, reports, messages, etc.) shall be considered to be received by the Client:
a) in one hour after being sent to his e-mail;
b) immediately after being sent via the Company’s internal mail system;
c) immediately after a fax has been sent;
d) immediately after a telephone conversation has been completed;
e) in 7 calendar days from the day of being posted by mail;
f) immediately after being announced in the news section on the Company’s official website.
15.1. The Company has the right to suspend service to the Client at any time, for any justifiable reason (notification of the Client is not required), and also reserves the right to alter, modify, discontinue or terminate the Service at any time and at its sole discretion.
15.2. In the event that a situation arises that is not covered under this Agreement, the Company will resolve the matter on the basis of good faith and fairness and, when appropriate, by taking action consistent with common market practice. The Company reserves the right to deny the sale and purchase of assets at its sole discretion at any time. Without limitation, such denial may be the result of market conditions.
15.3. The Client agrees to defend and indemnify the Company and its officers, directors, employees, associates and agents and to hold them harmless from and against any and all claims, liabilities, damages, losses and expenses, including, but not limited to, reasonable attorney’s fees and costs arising out of or connected with:
(i) the Client’s access to or use of the Service;
(ii) the Client’s violation of any part of the Agreement; or
(iii) any improper or illegal use of the Client’s account.
15.4. All opinions, news and information presented on the website of the Company or on the website of an authorized party acting on behalf of the Company are to be considered as market commentary, and therefore in no way does any of this information constitute nor should it be construed or considered as investment advice of any kind. The Company therefore does not claim any liability for damages incurred from the use of such information, including any loss of profit which has occurred as a result, either directly or indirectly, of reliance on any such information.
15.5. The Company provides the Service directly to its customers and may sometimes use its authorized local representatives. The Company may delegate to its representative any powers and/or authorities it so deems fit and necessary from time to time.
15.6. If the majority of the Client’s transactions (more than 50%) falls on the periods when the market conditions are different from normal (low volatility, important economic news, Illiquid trading instruments / assets, etc.), the Company reserves the right to suspend the provision of services for the duration of an additional investigation (up to one month) and, as a last resort, to terminate the agreement unilaterally, cancel the trading results and return to the Client the funds deposited to the trading account.
16.1. Should any article, part or provision of this Agreement be held unenforceable or in conflict with the applicable law of any jurisdiction by a court of competent jurisdiction, the validity of the remaining articles, parts or provisions shall not be affected thereby and the remainder of the Agreement shall continue to be considered valid and enforceable for all purposes.
17. ANTI-MONEY LAUNDERING
17.1. No person shall abuse the Company’s website for the purpose of money laundering. The Company is obliged to follow the requirements as set out by the European Union, relevant domestic laws and regulations for the purpose of prevention and suppression of money laundering activities. It is thus required to obtain certain verification documents from the Clients. The Company maintains policies and procedures designed to detect any risk of failure by the Company in order to comply with its obligations under the regulatory authority.
17.2. The Company may request from the Client to inform the Company on how the money being invested has been obtained. This process may require certain documentation as proof.
17.3. The Company may use the Client’s information in order to carry out credit, anti-money laundering and fraud prevention checks; to exercise and/or defend the Company’s legal rights; and to comply with applicable laws and regulations, provisions of this Agreement as well as requests of regulatory and enforcement authorities in any jurisdiction.
17.4. The Company reserves the right to refuse to do any business with and to reverse the transactions of the Client in accordance with the AML requirements and policies.
17.5. In case of detection of suspicious activity, the Company reserves the right to block for the length of investigation (but not longer than for six months) the account (s) of the Client and the funds contained in them, with the exception of the initial deposit (the funds contributed by the Client to the account(s) via bank transfer or via credit cards and electronic payment systems). The Company may also impose restrictions on withdrawals from the account, and reserves the right to transfer the information about suspicious activity to the police or any other controlling body without the Client’s knowledge.
18. TERMINATION OF THE AGREEMENT
18.1. The Company reserves the right to terminate this Agreement at any time by giving the Client notice to this effect.
18.2. The Client may terminate this Agreement at any time by giving the Company 48 hours’ notice.
18.3. Termination of this Agreement by either of the Parties shall require the Client to close all open positions by executing the required transactions.
18.4. As of the date of termination notice by the Client, the Client may not execute any new transactions, which would open new positions in his account.
19. APPLICABLE LAW AND JURISDICTION
19.1. This Agreement is governed by the Vanuatu Financial Services Commission. For any dispute arising, the local courts shall be responsible for its settling.
19.2. The Client acknowledges that if any dispute arises, the English version of this Agreement prevails, while its translation to other languages has been made for the Client’s convenience only.
19.3. The Client assumes the risks in all the cases when operations by individuals in Binary Options market are limited or prohibited by the legislation of the country of residence and/or citizenship of the Client. The Company informs clients that activities to ensure Clients’ access to binary options transactions are prohibited or severely restricted in some jurisdictions. In this connection the Company does not currently operate in the territory of such jurisdictions and does not provide services to their citizens and/or residents. In particular, due to the fact that the Israel Securities Authority (ISA) has decided to ban binary options trade in the country, as well as to prohibit licensed trading websites to offer binary options trading to any Clients, the Company does not operate in the territory of Israel and does not provide services to citizens and/or residents of this country.