Client Agreement
Version 20.1, September, 2023

1. Introduction

1.1 This Agreement is entered by and between KEY WAY INVESTMENTS LTD.
(hereinafter called the “Company” or “us”) on the one part and the client (which
may be a legal entity or a natural person), who has completed the Account
Opening Application Form and has been accepted by the Company as a client
(hereinafter the “Client” or “you”) on the other part.

1.2 The Company is authorized and regulated by the Cyprus Securities and
Exchange Commission (“CySEC”) as a Cyprus Investment Firm (CIF) to offer
certain Investment and Ancillary Services and Activities under the Investment
Services and Activities and Regulated Markets Law of 2017 L.87(I)/2017 (“the
Law”) as may be amended from time to time, with CIF license number 292/16.
It is registered in the Republic of Cyprus under the Companies Law Cap. 113,
with registration number HE 341196. Its registered office is at 18 Spyrou
Kyprianou Avenue, Suite 101, Nicosia, 1075, Cyprus.

1.3 The Company also offer some of their services through its Branch: Key Way
Investments Limited – Bucharest Branch, registered with the Romanian
Financial Supervisory Authority (ASF), under registration no.
PJM01SFIM/400013, having its offices in Bucharest at Piata Presei Libere
street no. 3-5, City Gate South Tower, 16th floor, North Wing, Bucharest, District

1.4 This Client Agreement together with its Appendices 1 and 2, any other
Appendices added thereto and the documents titled “Summary of Conflicts of
Interest Policy”, “Commissions, Charges and Fees Table”, “Summary of Best
Interest and Order Execution Policy”, “Risk Disclosure and Warnings Notice”,
“Client Categorization Policy”, “Investor Compensation Fund”, “Complaints
Procedure for Clients” and all legal documents uploaded on the Company’s
website (collectively the “Agreement”) as these may be amended from time to
time, set out the terms upon which the Company will offer Services to the Client.
It will govern your trading activity in Financial Instruments (specifically in CFDs
which includes Forex trading, Transferable Securities and Units in Collective
Investment Undertakings (hereinafter “ETFs”), the rights and obligations of both
Parties and also includes important information which we are required as an
authorized Cyprus Investment Firm to provide to our prospective Clients under
Applicable Regulations. By applying for our Services, you are consenting to the
terms and conditions of all the above-mentioned documents which form the
Agreement, and it means that in the event that you are accepted by us as our
Client, you and we shall be bound by these terms and conditions.
For these reasons, you are advised to carefully read all the above-mentioned
documents which form the Agreement and any other letters or notices sent by
us and make sure that you understand and agree with them before entering into
an agreement with us. You are also advised to read our “Terms and Conditions
for the use of the Website” and “Privacy Policy” on our Website.

1.5 The Agreement overrides any other agreements, arrangements, express or
implied statements made by the Company or any Introducer(s).

1.6 The Agreement shall be binding upon and shall inure to the benefit of the parties
and their permitted successors and assigns.

1.7 If you are a consumer (and not a corporate Client) and we do not meet face to
face to conclude this Agreement, but instead our communication is done
through a website, as over the telephone, or by written correspondence
(including e-mail), then the Distance Marketing of Financial Services Law N.
242(I)/2004 applies and we shall send you by email the documents that form
the Agreement.

2. Definitions and Interpretation of Terms

2.1 Definitions in this Agreement
Abnormal Trading Conditions shall include, but are not limited to, the
suspension or closure of any market or the abandonment or failure of any event
to which we relate or quote or the occurrence of an excessive movement in the
level of any Margin Trading and/or underlying market or our reasonable
anticipation of the occurrence of such a movement.
Abusive Trading shall include any of the following actions such as, placing “buy
stop” or “sell stop” Orders prior to the release of news relevant to the Underlying
Market or Asset, arbitrage, manipulations or exploitation of any temporal and/or
minor inaccuracy in any rate or price offered on the Platform, a combination of
faster/slower feeds, abuse of the cancellation of trades feature available on the
Platform or use (without the prior and written consent of the Company) of any
robots, spiders or other automated data entry system with the Platform, the use
of any software which applies artificial intelligence analysis to the Company’s
systems and/or Platform(s) and/or Client Account.
Access Data shall mean the account number, login, password of the Client and
any other information the Company may request, which are required so as to
have access on and use the Platform(s), which is required so as to place Orders
via phone and/or any other secret codes and/or methods of identity verification
issued from time to time by the Company to the Client.
Account Opening Application Form shall mean the application
form/questionnaire completed by the Client in order to apply for the Company’s
Services under this Agreement and the opening of a Client Account, via which
form/questionnaire the Company will obtain amongst other things information for
the Client’s identification and due diligence, his categorization and
appropriateness or suitability (as applicable) in accordance with the Applicable
Regulations.
Affiliate shall mean 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 the
power to direct or the presence of ground to manage the affairs of the Company
or entity.
Agreement shall mean this document titled “Client Agreement” together with its
Appendix 1 and any other Appendices attached thereto and the documents titled
“Client Categorization Policy”, “Investor Compensation Fund”, “Summary of
Conflicts of Interest Policy”,” Summary Best Interest and Order Execution Policy”,
“Risk Disclosure and Warnings Notice”, “Complaints Procedure for Clients”,
“Commissions, Charges and Fees Table” as these may be amended and/or
supplemented from time to time.
Applicable Regulations shall mean:

a) The Investment Services and Activities and Regulated Markets Law 87(I)
of 2017, as may be amended from time to time.
b) CySEC Rules or any other rules of a relevant regulatory authority having
powers over the Company.
c) the Rules of the relevant Market.
d) all other applicable laws, rules, and regulations of Cyprus or of the
European Union.

Ask shall mean the higher price in a Quote at which the price the Client may buy.
Authorized Representative shall mean the person stated in paragraph 39. of
the Client Agreement.
Balance shall mean the total financial result in the Client Account after the last
Completed Transaction and depositing/withdrawal operation at any period of
time.
Base Currency shall mean the first currency in the Currency Pair against which
the Client buys or sells the Quote Currency.
Bid shall mean the lower price in a Quote at which the Client may sell.
Business Day shall mean any day, other than a Saturday and a Sunday and
holidays to be announced on the Company’s Website.
Client Account or Trading Account shall mean the unique personalized
account of the Client consisting of all Completed Transactions, Open Positions
and Orders on the Platform, the Balance of the Client’s money and
deposit/withdrawal transactions of the Client money. The Company may offer
various types of accounts and relevant information can be found on the Website.
Closed Position shall mean the opposite of an Open Position.
Completed Transaction in a CFD shall mean two counter deals of the same size
(opening a position and closing a position): buy then sell and vice versa.
Compliance Call shall have the meaning as set out in paragraph 26. of the Client
Agreement.
Contract for Differences or CFD shall mean a contract, which is a contract for
differences by reference to variations in the price of an Underlying Asset. A CFD
is a Financial Instrument. Use of the term CFD in this Agreement, unless
otherwise stated, must be read to include the Forex (which may be used on our
Website and our marketing material).
Contract Specifications shall mean the principal trading terms in CFD (for
example Spread, Swaps, Lot Size, Initial Margin, Necessary Margin, Hedged
Margin, the minimum level for placing Stop Loss, Take Profit and Limit Orders,
charges, etc.) for each type of CFD as determined by the Company from time to
time. The Contract Specifications appear on the Website and/or Platform.
Controller means the natural or legal person who determines the purposes and
means of the processing of personal data.
Currency of the Client Account shall mean the currency that the Client Account
is denominated in, which may be Euro, or any other currency as offered by the
Company from time to time.
Currency Pair shall mean 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.
CySEC shall mean the Cyprus Securities and Exchange Commission, which is
the Company’s supervisory authority.
CySEC Rules shall mean the Rules, Directives, Regulations, Guidance notes,
opinions and/or recommendations of CySEC.
Difference shall mean the difference in price upon the opening of a Transaction
and the closing of such Transaction.
Dividend Adjustments shall mean the transaction adjustment that will be
performed on a share in order to reflect the actual stock price after the dividend
payment. Under Cosmos Trading Platform is referred as “Dividends” while under
the MT5. Trading Platform the transaction is reflected as a dividend transaction.
Equity shall mean the Balance plus or minus any Floating Profit or Loss that
derives from an Open Position and shall be calculated as: Equity = Balance +
Floating Profit – Floating Loss.
ETFs (UCITS ETFs) shall mean a type of investment fund and exchange-traded
product. ETFs are provided by investment companies that offer investors a way
to pool their money in a fund that invests in stocks, bonds, or other assets. In
return, investors receive an interest in the fund. Most ETFs are professionally
managed by registered investment advisers. Some ETFs are passivelymanaged

funds that seek to achieve the same return as a particular market index
(often called index funds), while others are actively managed funds that buy or
sell investments consistent with a stated investment objective. ETFs are not
mutual funds, but, they combine features of a mutual fund, which can only be
purchased or redeemed at the end of each trading day at its NAV (Net asset
value) per share, with the ability to trade throughout the day on a national
securities exchange at market prices. The Company will offer only UCITS ETFs
to Retail Clients . UCITS is a set of voluntary rules which many ETFs follow. ETFs
which are UCITS compliant must follow minimum standards as per EU
regulations.
Essential Details shall mean the required details in order for the Company to be
able to place the Order including for example but not limited to the Client’s
Account number, the Client’s password in the case of phone instructions, any
other verification details which the Company may request, the type of Underlying
Asset, Direction (Buy/or Sell), Opening price, Closing price, style of the Order,
the volume, if the Client places a Pending Order (limit or stop) the Client will
indicate the intended price in which the Order will go in the market and any Stop
Loss and or Take Profit etc.
Event of Default shall have the meaning given in paragraph 15. of the Client Agreement.
Execution Venue shall mean the entity mentioned in paragraph 6 of the
Appendix

1. Expert Advisor shall mean a mechanical online trading system
designed to automate trading activities on an electronic trading platform. It can
be programmed to alert the Client of a trading opportunity and can also trade his
account automatically managing all aspects of trading operations from sending
orders directly to the Platform to automatically adjusting stop loss, trailing stops
and take profit levels.
Financial Instrument shall mean the Financial Instruments under the
Company’s CIF license. A list with the Financial Instruments provided by the
Company, can be found on the Company’s website under legal documents
section.
Floating Loss in a CFD shall mean current loss on Open Positions calculated at
the current Quotes (added any commissions or fees if applicable).
Floating Profit in a CFD shall mean current profit/loss on Open Positions
calculated at the current Quotes (added any commissions or fees if applicable).
Force Majeure Event shall have the meaning as set out in paragraph 29 of the
Client Agreement.
Forex shall mean the type of CFD, where the Underlying Asset is a Currency
Pair.
Free Margin shall mean the amount of funds available in the Client’s Account,
which may be used to open a position or maintain an Open Position. Free Margin
shall be calculated as: Equity less (minus) Necessary Margin [Free margin =
Equity- Necessary Margin].
Future Rollover or Rollover shall mean the transaction adjustment that will be
performed on the expiring Future contract on Bonds, Indices and Commodities,
to reflect the price of the new one. Under Cosmos Trading Platform is referred as
“Rollover adj” while under the MT5 Trading Platform is reflected as a “correction
transaction”.
Hedged Margin for CFD trading shall mean the necessary margin required by
the Company so as to open and maintain Matched Positions.
Initial Margin for CFD trading shall mean the necessary margin required by the
Company so as to open a position.
Introducer shall have the meaning stated in paragraph 38. of the Client
Agreement.
Investment Services shall mean the Investment Services under the Company’s
CIF license which can be found on the Company’s Website under legal
documents section.
Leverage for CFD trading shall mean a ratio in respect of Transaction Size and
Initial Margin. E.g., 1:100 ratio means that in order to open a position, the Initial
Margin is one hundred times less than the Transaction Size.
Long Position for CFD trading shall mean 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 shall mean a unit measuring the Transaction amount specified for each
Underlying Asset of a CFD.
Lot Size shall mean the number Underlying Assets in one Lot in a CFD.
Market shall mean the relevant market where the Financial Instruments are
traded.
Margin shall mean the necessary guarantee funds so as to open or maintain
Open Positions in a CFD Transaction.

Margin Call shall mean the situation when the Company informs the Client to
deposit additional Margin when the Client does not have enough Margin to open
or maintain open positions.
Margin Level for CFD trading shall mean the percentage of Equity to Necessary
Margin ratio. It is calculated as: Margin Level = (Equity / Necessary Margin) x
100%.
Margin Trading for CFD trading shall mean Leverage trading when the Client
may make Transactions having fewer funds on the Client Account in comparison
with the Transaction Size.
Matched Positions for CFD trading shall mean Long Positions and Short
Positions of the same Transaction Size opened on the Client Account for the
same CFD.
Necessary Margin for CFD trading shall mean the necessary margin required
by the Company to maintain Open Positions.
Normal Market Size for CFD trading shall mean the maximum number of units
of the Underlying Asset that are arranged by the Company for execution.
Open Position shall mean any open option contract (call and/or put) which has
not been closed. In relation to CFD trading this may be a Long Position or a Short
Position which is not a Completed Transaction.
Order shall mean an instruction from the Client to trade in CFDs, Transferable
Securities or ETFs as the case may be.
Order Level for CFD trading shall mean the price indicated in the Order.
Parties shall mean the parties to this Client Agreement – i.e., the Company and
the Client.
Pending Order means an Order whose execution is conditional upon the
occurrence of a particular condition including a limit Order or a stop loss order.
Platform shall mean the electronic mechanism operated and maintained by the
Company, consisting of a trading platform, computer devices, software,
databases, telecommunication hardware, programs, and technical facilities,
which facilitates the trading activity of the Client in Financial Instruments via the
Client Account and information in relation to which can be found on the Website.
It is understood that the Company may use different Platforms depending on the
Financial Instrument.
Personal Data shall mean any information relating to an identifiable natural
person i.e., one who can be identified, directly or indirectly, in particular by
reference to an identifier such as a name, an identification number, location data,
an online identifier or to one or more factors specific to the physical, physiological,
genetic, mental, economic, cultural or social identity of that natural person.
Politically Exposed Person shall mean:

any natural person who is or has been entrusted with prominent public functions
in the Republic of Cyprus or in another country, an immediate close relative of
such person as well as a person known to be a close associate of such person.
Provided that, for the purpose of the present definition ‘prominent public function’
means any of the following public functions: heads of State, heads of government,
ministers and deputy or assistant ministers; members of parliament or of similar
legislative bodies; members of the governing bodies or political parties, members
of supreme courts, of constitutional courts or of other high-level judicial bodies
whose decisions are not subject to further appeal, except in exceptional
circumstances; members of courts of auditors or of the boards of central banks;
ambassadors, chargés d’affaires and high-ranking officers in the armed forces;
members of the administrative, management or supervisory bodies of Stateowned

enterprises; directors, deputy directors and members of the board or
equivalent function of an international organisation; mayor.
None of the categories set out in the above shall be understood as covering
middle ranking or more junior officials. Further, where a person has ceased to be
entrusted with a prominent public function within the meaning of the above
definition for a period of at least one year in any country, such person shall not
be considered to be a Politically Exposed Person.
Provided furthermore that ‘close relatives of a politically exposed person’ includes
the following: the spouse or a person considered to be equivalent to a spouse, of
a politically exposed person; the children and their spouses, or persons
considered to be equivalent to a spouse, of a politically exposed person; the
parents of a politically exposed person.
Provided even furthermore that ‘persons known to be close associates of a
politically exposed person’ means natural person: who is known to have joint
beneficial ownership of legal entities or legal arrangements, or any other close
business relations, with a politically exposed person, who has sole beneficial
ownership of a legal entity or legal arrangement which is known to have been set
up for the de facto benefit of a politically exposed person.
Professional Client shall mean a “Professional Client” for the purposes of
CySEC Rules, as specified in the document titled “Client Categorization Policy”.
Processor shall mean a natural or legal person, public authority, agency, or other
body which processes Personal Data on behalf of the controller.
Processing shall mean any operation or set of operations which is performed by
any person upon Personal Data, whether or not by automatic means, such as
collection, recording, organisation, structuring, storage, adaptation or alteration,
retrieval, consultation, use, disclosure by transmission, dissemination or
otherwise making available, alignment or combination, restriction, erasure, or
destruction.

Profiling shall mean any form of automated processing of Personal Data
consisting of the use of Personal Data to evaluate certain personal aspects
relating to a natural person, in particular to analyse or predict aspects concerning
the natural person’s performance at work, economic situation, health, personal
preferences, interests, reliability, behaviour, location or movements.
Quote shall mean the information of the indicative price to buy or sell for each
Financial Instrument.
Quote Currency shall mean the second currency in the Currency Pair which can
be bought or sold by the Client for the Base Currency.
Quotes Base in relation to CFD trading shall mean Quotes Flow information
stored on the Server.
Quotes Flow shall mean the stream of Quotes in the Platform for each Financial
Instrument.
Retail Client shall mean a “Retail Client” for the purposes of the CySEC Rules,
as specified in the document “Client Categorization Policy”.
Services shall mean the services to be offered by the Company to the Client
under this Agreement, as set out in paragraph 7 of the Client Agreement.
Short Position for CFD trading shall mean 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 shall mean the difference between the expected price of a Transaction
in a CFD, and the price the Transaction is actually executed at. Slippage often
occurs during periods of higher volatility (for example due to news events) making
an Order at a specific price impossible to execute, when market orders are used,
and also when large Orders are executed when there may not be enough interest
at the desired price level to maintain the expected price of trade.
Spread shall mean the difference between the Bid price (selling price) and the
Ask price (buying price) and is charged upon the opening of your trade.
Stop Out Level is a specific point at which all of a trader’s active positions will be
closed automatically at market prices, because of a decrease in their margin
levels, meaning that they can no longer support the open positions.
STP (straight-through processing) shall mean electronic communication network
trading type through which the Company will act as an agent to the client Orders
and not as principal. This is a model that connects the Company to a liquidity
provider at one end and the client at the other.
Swap or Swap Fees for CFD trading shall mean the amount added or deducted
for holding a position open overnight.
Trading Hours means the Company’s trading hours which appear on the
Website and which the Company may amend from time to time as stated in this
Agreement.
Trailing Stop in CFD trading shall mean 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
price rises, the stop price rises by the trail amount, but if the pair price falls, the
stop loss price does not change, and a market order is submitted when the stop
price is hit.
Transferable Securities are Financial Instruments and mean those classes of
securities which are negotiable on the capital market, with the exception of
instruments of payment, such as shares in companies and other securities
equivalent to shares in companies, partnerships or other entities, and depositary
receipts in respect of shares, bonds or other forms of securitised debt and any
other securities giving the right to acquire or sell any such transferable securities
or giving rise to a cash settlement determined by reference to transferable
securities, currencies, interest rates or yields, commodities or other indices or
measures.
Transaction shall mean a transaction of the Client in an offered Financial
Instrument.
Transaction Size for CFD trading shall mean Lot Size multiplied by number of
Lots. It is understood that the Company may offer the option to open positions in
less than one lot.
Underlying Asset shall mean the object or underlying asset in a CFD which may
be Currency Pairs (known as FOREX), asset, metals, equity indices, forwards,
commodities or as determined by the Company from time to time and made
available on its Website.
Underlying Market shall mean the relevant market where the Underlying Asset
of a CFD is traded.
Website shall mean the Company’s websites (https://evpmarket.com
www.keywayinvestments.com/ https://www.keywayinvestments.ro) or such other
website as the Company may maintain from time to time.
Working Hours means the Company’s working hours which appear on the
Website and which the Company may amend from time to time as stated in this
Agreement.
Written Notice shall have the meaning set out in paragraphs 24.3. and 24.4. of
the Client Agreement.

2.2 Interpretation

a) Words importing the singular shall import the plural and vice versa. Words
importing the masculine shall import the feminine and vice versa. Words
denoting persons include corporations, partnerships, other unincorporated
bodies, and all other legal entities and vice versa.
b) Paragraph headings are for ease of reference only.
c) Any reference to any act or regulation or Law shall be to that 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 made pursuant to such and any statutory provision of
which that statutory provision is a re-enactment, replacement or modification.
d) In this Client Agreement, all capitalized words and expressions shall bear the
meaning attributed to them in clause 2.1 above.

3. Application and Commencement

3.1 After the Client 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, the Company will send to him a Written
Notice informing him whether he has been accepted as a Client of the
Company. This decision to accept the Client will be taken by the Company at
its absolute discretion. It is understood that the Company is not obliged to (and
may be unable under Applicable Regulations) to accept a person as its Client
until all documentation it requires properly and fully completed by such person,
has been received by the Company, and all internal Company checks (including
without limitation anti-money laundering checks, appropriateness or suitability
tests as the case may be) have been satisfied. It is further understood that the
Company reserves the right to offer services to Clients in countries which it
chooses at its absolute discretion and impose additional due diligence
requirements to accept Clients residing in certain countries.

3.2 The Agreement shall take effect and commence upon the receipt by the Client
of a Written Notice sent by the Company informing the Client that he has been
accepted as the Company’s Client and that a Client Account has been opened
for him. If the Client meets with the Company face to face to conclude the
Agreement, then the Agreement shall come into force and effect on the date on
which the Agreement is signed by the Parties.

4. Right To Cancel, Duration and Results of Right to Cancel

4.1 You have the right to cancel the Agreement by giving us a Written Notice within
the first fourteen (14) days of your account being activated. The right to cancel
the Agreement will not stand if the Client has entered into any trade, or in case
the Client received from the Company, upon his request, any investment, or

ancillary service(s). If you have not entered any trade, the Company will return
to you any amount you have deposited.

4.2 The notice for the right to cancel the Agreement can be sent either via email at
[email protected], or via post to 18 Spyrou Kyprianou Avenue, Suite 101,
Nicosia 1075, Cyprus in the following form:
To: Key Way Investments Ltd
I the undersigned ……………………., with account number ………. wish to
exercise my right under Article 10, Law 242(I)/2004, to cancel my agreement
with you.
Signature: ……….
Date: ……………

4.3 Where the Agreement has not been cancelled, it will continue to be in effect until
its termination, in accordance with the provision contained in the Agreement.

4.4 There are no additional obligations and/or consequences towards the client for
not exercising the right to cancel, as described under this section.

4.5 Upon applying to cancel your account, please ensure that there no open
positions. If your trades remain open, the Company will proceed at the end of
the business day to close the abovementioned positions at the closing market
price. Upon all trades are closed, we will return to you any available amount
within your account bearing any positive or negative net amounts from your
trades.
Should your account not consist of any trades opened, any available funds within
the account will be returned to your source of deposit.

5 Client Categorization

5.1 According to Applicable Regulations, the Company has to categorize its Clients
in one of the following categories: Retail Client, Professional Client or Eligible
Counterparty. The categorization shall depend on the information provided by
the Client in his Account Opening Application Form and according to the method
of categorization as this method is explained under the document titled “Client
Categorization Policy”. By accepting this Agreement, the Client accepts the
application of such method of categorization. The Company will inform the
Client of his categorization according to Applicable Regulations. The Client has
the right to request a different categorization as per the provisions of the
document titled “Client Categorization Policy”. Categorization as a retail client
offers greater protection. Retail clients are entitled to more detailed information
under Applicable Regulations. Specific information for the protections of Retail
clients can be found in the document titled “Client Categorization Policy”. The
Company cannot enter into title transfer financial collateral arrangements with
retail clients. Renumeration practices which could provide an incentive to the
Company’s staff to recommend a particular financial instrument to a retail client
when the Company could offer a different financial instrument which would
better meet that client’s needs are also prohibited. In the case of professional
clients and eligible counterparties, the Company may agree to provide more
limited information as provided by Applicable Regulations.

5.2 The Client accepts that when categorizing the Client and dealing with him, the
Company will rely on the accuracy, completeness, and correctness of the
information provided by the Client in his Account Opening Application Form and
the Client has the responsibility to immediately notify the Company in writing if
such information changes at any time thereafter.

5.3 It is understood that the Company has the right to review the Client’s
categorization and change his categorization if this is deemed necessary by the
Company (subject to Applicable Regulations).

5.4 Subject to the provisions of the Law and any applicable legislation, the
Company may be excluded from certain of its obligations under Applicable
Regulations or the Agreement in the event where the Client is categorised as
an Eligible Counterparty. Nothing in this Agreement shall be deemed to bind the
Company against the Client as far as such obligations are concerned unless the
Company and the Client expressly agree to the applicability of such provisions
of Applicable Regulations and/or the Agreement.

6 Assessment

6.1 In providing execution of Client Orders services to the Client in relation to
financial services on a non-advised basis, the Company is obliged under
Applicable Regulations to seek information from a Client or potential client
regarding his knowledge and experience in the investment field relevant to the
specific type of Service or Financial Instrument offered to or demanded by the
Client or potential client, so as to enable the Company to assess whether the
service or Financial Instrument is appropriate for the Client, before the Company
can accept him as a Client, this is the so called “Appropriateness Test”. Where
the Client or potential Client elects not to provide the information regarding his
knowledge and experience, or where he provides insufficient information
regarding his knowledge and experience, the Company will not be able to
determine whether the service or Financial Instrument is appropriate for him.
The Company shall assume that information about his knowledge and
experience provided from the Client to the Company is accurate and complete
and the Company shall have no responsibility to the Client if such information
is incomplete or misleading or changes or becomes inaccurate and the
Company will be deemed to have performed its obligations under Applicable
Regulations unless the Client has informed the Company of such changes.

7 Services

7.1 The Client is provided with Access Data to trade on the Company’s electronic
Platform on the internet in Financial Instruments (namely CFDs, Transferable
Securities and ETFs) but only those marketed and made available by the
Company on its Website from time to time. It is clarified that the Company does
not necessarily offer for trade on the Platform all the Financial Instruments which
appear on the Company’s CIF licence.

7.2 Trading with the Company involves the provision of the following services from
the Company to the Client:

a) Reception and Transmission of Orders
b) Execution of Orders on behalf of Clients
c) Dealing on own account
d) The ancillary service of safekeeping and administration of financial
instruments, including custodianship and related services such as
cash/collateral management, according to paragraph 16 hereunder.
e) The ancillary service of granting credits or loans to one or more financial
instruments, where the firm granting the credit or loan is involved in the
transaction.
f) The ancillary service of foreign exchange services where these are
associated with the provision of the investment services of reception,
transmission and execution of Orders as stated in paragraph 6.2.(a)
above.
g) The ancillary service of investment research and financial analysis or
other forms.

7.3 Whilst acting in good faith, with proper due diligence, care, discretion and
prudence, the Company shall avoid conflicts of interests and, in case they occur,
the Company shall manage those fairly in accordance with its Conflicts of
Interest Policy.

7.4 The Client agrees and accepts that the Company may take any actions it deems
appropriate in order to comply with existing laws in any country in which it may
provide services to the Client as stated in this Agreement.

8 Advice and Commentary

8.1 The Company will not advise the Client about the merits of a particular Order or
give him any form of investment advice and the Client acknowledges that the
Services do not include the provision of investment advice in Financial
Instruments or the Underlying Markets or Assets. The Client alone will decide
how to handle his Client Account and place or decide not to place Orders and
take relevant decisions based entirely on his own judgment.

8.2 The Company will not be under any duty to provide the Client with any legal, tax
or other advice relating to any Transaction. The Client may wish to seek
independent advice before entering into a Transaction.

8.3 The Client agrees that the Company may, from time to time and at its discretion,
provide the Client (or in newsletters which it may post on its Website or provide
to subscribers via its Website or otherwise) with 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 the
accuracy, correctness, or completeness of such information or as to the tax
or legal consequences of any related Transaction.
c) this information is provided solely to enable the Client to make his own
investment decisions and does not amount to investment advice or
unsolicited financial 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 he 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 he will receive such information at the same time as
other clients.

8.4 It is understood that market commentary, news, or other information provided
or made available by the Company (which does not constitute part of this
Agreement) is provided on the Company’s discretion and are subject to change
and may be withdrawn at any time without notice.

9 Platform

9.1 Subject to the Client’s obligations under the Agreement being fulfilled, the
Company grants the Client a personal, limited access, which is
non-transferable, non-exclusive, and fully recoverable, to use the Platform(s)
(including the use of the Website and any associated downloadable software
available from time to time) in order to place Orders in one or more particular
Financial Instruments in accordance with the terms of this Agreement. The
Company may use different Platforms depending on the Financial Instrument.

9.2 The Company has the right to shut down the Platform(s) at any time for
maintenance purposes without prior notice to the Client, which will be done only
on weekends, unless not convenient or in urgent cases. In these cases, the
Platform(s) will be inaccessible.

9.3 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), internet access by any means and telephone or other access line.
Access to the internet is an essential feature and the Client shall be solely
responsible for any steps required as well as any fees necessary to be paid to
any service provider in order to connect to the internet.

9.4 The Client represents and warrants that he has installed and implemented and
will at all times install and implement appropriate means of protection relating
to the security and integrity of his computer or mobile phone or tablet and that
he has taken and will at all times take appropriate actions to protect his
computer or mobile phone or tablet from computer viruses or other similar
harmful or inappropriate materials, devices, information or data that may
potentially harm the Website, the Platform(s) or other systems of the Company.
The Client further undertakes to protect and indemnify the Company from any
transmissions of computer viruses or other similarly harmful or inappropriate
material or device to the Platform(s) from his personal computer or mobile
phone or tablet or any device which it may use to connect to the Platform(s).

9.5 The Company will not be liable to the Client should his computer system or
mobile phone or tablet fail, damage, destroy and/or format his records and data.
Furthermore, the Company shall not be liable in any way, if the Client incurs
delays and any other form of data integrity problems that are a result of his
hardware configuration or its mismanagement.

9.6 The Company will not be liable for any disruptions or delays or problems in any
communication experienced by the Client when using the Platform(s) which are
not the result of the Company’s gross negligence or wilful default.

9.7 Orders with the Company are placed on the Platform(s), with the use of the
Access Data through the Client’s compatible personal computer, mobile phone
or tablet connected to the internet. It is agreed and understood that the
Company will be entitled to rely and act on any Order given by using the Access
Data on the Platform(s) or via phone, without any further inquiry to the Client
and any such Orders will be binding upon the Client.

10 Intellectual Property

10.1 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 and are protected by 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 the Platform(s)
according to the terms of this Agreement. Nothing in this Agreement constitutes
a waiver of the Company’s intellectual property rights.
10.2 Under no circumstances shall the Client obscure or remove any copyright,
trademark, or any other notices from any of the Company’s IP or Website or
Platform(s).

10.3 It is understood that the Company may offer its Services under different
trademarks and websites. The Company owns all the images displayed on its
Website, the Platform(s) and downloadable software and material. The Client
may not use these images in any way other than the manner which the
Company provides them for.

10.4 The Client is permitted to store and print the information made available to him
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 the Company’s express written consent.

11 Prohibited Actions

11.1 It is absolutely prohibited for the Client to take any of the following actions in
relation to the Company’s systems and/or Platform(s) and/or Client Account:

a) use, without the prior and written consent of the Company, any software
which applies artificial intelligence analysis to the Company’s systems
and/or Platform(s) and/or Client Account.
b) intercept, monitor, damage or modify any communication which is not
intended for him.
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 other
system of the Company.
d) send any unsolicited commercial communication not permitted under
applicable law or Applicable Regulations.
e) do anything that will or may violate the integrity of the Company’s
computer system or Platform(s) or cause such system(s) to malfunction
or stop operating.
f) unlawfully access or attempt to gain access, reverse engineer or
otherwise circumvent any security measures that the Company has
applied to the Platform(s).
g) do any action that could potentially allow the irregular or unauthorized
access or use of the Platform(s).
h) send massive requests on the server which may cause delays in the
execution time.
i) engage in any kind of trading activity which upon Company’s discretion
it could be considered as Abusive Trading including any trading activity
that may lead to the exploitation of SWAP difference(s).

11.2 Should the Company reasonably suspect that the Client has violated the terms
of paragraph 11.1, it is entitled to take any one or more of the actions stated in
paragraph 15.2. of this Client Agreement.

12 Safety

12.1 The Client agrees to keep secret and not to disclose his Access Data or Client

12.2 Account number to any person.

12.3 The Client should not write down his Access Data. If the Client receives a written
notification of his Access Data, he must destroy the notification immediately.
12.4 The Client agrees to notify the Company immediately if he knows or suspects
that his Access Data or Client Account number have or may have been
disclosed to any unauthorized person. The Company will then take steps to
prevent any further use of such Access Data and will issue replacement Access
Data. The Client agrees that he will be unable to place any Orders until he
receives the replacement Access Data.

12.5 The Client agrees that he will co-operate with any investigation the Company
may conduct into any misuse or suspected misuse of his Access Data or Client
Account number.

12.6 Without affecting the Company’s obligations as these may be imposed by
Applicable Regulations including without limitation the GDPR, the Client
acknowledges that the Company bears no responsibility if unauthorized third
persons gain access to information, including electronic addresses, electronic
communication, Personal Data, Access Data and Client Account number by any
means including without limitation 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.

12.7 If the Company is informed from a reliable source that the Access Data or Client
Account number of the Client may have been received by unauthorized third
parties, the Company may, at its discretion without having an obligation to the
Client, deactivate the Client Account.

13 Placement and Execution of Orders

13.1 The Client may place Orders on the Platform(s) or give Orders by phone by
using his Access Data issued by the Company for that purpose and provided all
the Essential Details are provided.

13.2 The Company will be entitled to rely and act on any Order given by using the
Access Data on the Platform(s) or over the telephone without any further inquiry
to the Client and any such Orders will be binding upon the Client.

13.3 Orders placed over the telephone will be placed by the Company on the
Platform and shall appear in the Client Account.

13.4 Orders are executed according to the document titled “Summary of Best Interest
and Order Execution Policy”, which is binding on the Client and a part of the
Agreement. Depending on the type of the Client trading account the execution
may be done on an own account basis by the Company acting as a principal to
principal or transmitted for execution to another entity (known as STP).

13.5 The Company will use reasonable efforts to execute an Order, but it is agreed
and understood that despite the Company’s reasonable efforts, transmission or
execution may not always be achieved at all for reasons beyond the control of
the Company, as explained in documents titled “Summary of Best Interest and
Order Execution Policy”.

13.6 Orders must be placed within the normal Trading Hours of the Company, which
are made available on its Website and/or the Platform, as these may be
amended from time to time.

13.7 In the case where the Client is a legal person it is obliged to obtain a legal entity
identifier (LEI) from an appropriate authority duly licensed to provide legal entity
identifiers. In the case of a legal person, the Client may not (where provided by
Applicable Regulations) be able to execute any Transactions with the Company
if it does not possess a legal entity identifier.

14 Rejection of Client’s Orders

14.1 Without prejudice to any other provisions herein and in the Appendices, the
Company is entitled, at any time and at its discretion, to restrict the Client’s
trading activity, to cancel Orders, refuse to execute any Order of the Client, and
the Client has no right to claim any damages, specific performance, 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 of
Cyprus or a court order or antifraud or anti-money laundering authorities.
c) where the legality or genuineness of the Order is under doubt.
d) a Force Majeure Event has occurred.
e) in an Event of Default of the Client.
f) the Company has sent a notice of Termination of the Agreement to the
Client.
g) when the Account has reached Close Out Level as explained in the
document titled “Leverage and margin policy”.

15 Event 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 an application is made in respect of the Client pursuant to the
Cyprus Bankruptcy Law or any equivalent act in another Jurisdiction (if
the Client is an individual), if a partnership, in respect of one or more of
the partners, or if a company, a receiver, trustee, administrative receiver
or similar officer is appointed, or if the Client makes an arrangement or
composition with the Client’s creditors or any procedure which is similar
or analogous to any of the above is commenced in respect of the Client;
c) if the Client is unable to pay the Client’s debts when they fall due.
d) where any representation or warranty made by the Client in paragraph
29 is or becomes untrue.
e) the Client (if the Client is an individual) dies or is declared absent or
becomes of unsound mind.
f) any other circumstance where the Company reasonably believes that it
is necessary or desirable to take any action set out in paragraph 15.2.
g) an action set out in paragraph 14.2 is required by a competent regulatory
authority or body or court.
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 the requirements established by legislation of the Republic
of Cyprus or other countries having jurisdiction over the Client or his
trading activities, such being materiality determined in good faith by the
Company.
j) if the Company suspects that the Client is engaged in money-laundering
activities or terrorist financing or card fraud or other criminal activities.
k) the Company reasonably suspects that the Client performed a prohibited
action as set out in paragraph 11.1.
l) the Company reasonably suspects that the Client performed Abusive
Trading.
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 his Client Account.
o) trading actions and/or tactics that may lead to the exploitation of the
Negative Balance Protection measure
p) trading strategies aimed at exploiting errors in prices and/or concluding
trades at off-market prices and/or by taking advantage of internet delays.
q) trading strategies that specialize in profiting of small price changes
(commonly known as sniping and/or scalping trading strategy)
r) trading actions and/or tactics that may lead to the exploitation of the
Swap Free 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 more of the following
actions:

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);
d) reject and/or decline and/or refuse to transmit and/or execute any Order
of the Client.
e) restrict the Client’s trading activity.
f) in the case of fraud, reverse the funds back to their real owner or
according to the instructions of the law enforcement authorities of the
relevant country or of the Payment Network / Institution.
g) cancel or reverse any profits or trading benefits gained through Abusive
Trading. Losses resulting from Abusive Trading of the Client cannot be
reversed.
h) take legal action for any losses suffered by the Company.
i) block the IP address of the Client who sends massive requests on the
server which may cause delays in the execution time of orders.

16 Reporting and Trade Confirmations

16.1 Under Applicable Regulations, the Company shall provide the Client with
information on his Orders. In order to comply with CySEC Rules in regards to
client reporting requirements, the Company will provide the Client with a
continuous online access to his Client Account via the Platform(s) used by the
Client; the Client will be able to see in his Client Account the status of his Order,
confirmation of execution of the Order as soon as possible (including the trading
date, time, type of Order, venue identification, instrument identification, the
buy/sell indicator, the nature of the Order, the unit quantity, total consideration,
total sum of commissions and expenses, spreads, the Client’s Counterparty)
his trading history, his Balance and other information.

16.2 The Client agrees with the provision of reporting via the Platform and
acknowledges that he has the right to request the Company to send reports by
email, fax or on paper by post.

16.3 The Company will promptly provide the Client, in a durable medium, with the
essential information concerning the execution of his Order including without
limitation the Platform.

16.4 The Company will send a notice to the client in a durable medium (including
without limitation the Platform) as provided by Applicable Regulations
confirming execution of the Order as soon as possible and no later than the first
business day following execution or, where the confirmation is received by the
Company from a third party, no later than the first business day following receipt
of the confirmation from the third party. Such notification will include the
information provided in Applicable Regulations other than the following
information which is common to all Orders:

a) Company identification
b) the name or other designation of the client
c) the trading day
d) the trading time
e) the type of the order
f) the venue identification
g) the instrument identification
h) the buy/sell indicator
i) the nature of the order if other than buy/sell
j) the quantity
k) the unit price
l) the total consideration
m) a total sum of the commissions and expenses charged and, where the
client so requests, an itemised breakdown including, where relevant, the
amount of any mark-up or mark-down imposed where the transaction
was executed by an investment firm when dealing on own account, and
the Company owes a duty of best execution to the client.
n) The rate of exchange obtained where the transaction involves a
conversion of currency.
o) the client’s responsibilities in relation to the settlement of the transaction,
including the time limit for payment or delivery as well as the appropriate
account details where these details and responsibilities have not
previously been notified to the client.
p) where the client’s counterparty was the Company itself or another client
of the Company, the fact that this was the case unless the order was
executed through a trading system that facilitates anonymous trading.

16.5 Furthermore, the Company shall supply the Client, on request, with information
about the status of his Order.

16.6 If the Client has a reason to believe that the Confirmation is wrong or if the Client
does not receive any Confirmation when he should (including notification via the
Platform), the Client shall contact the Company within ten Business Days from
the date the Company of the Order was sent or ought to have been sent (in the
event that a Confirmation was not sent). If the Client expresses no objections
during this period, the content is considered as approved by him and shall be
deemed conclusive.

16.7 The Company will, depending on the Transaction and on whether it should be
reported under Applicable Regulations, report the Transactions to the
competent authority as provided by Applicable Regulations as quickly as
possible and no later than the close of the following Business Day.

16.8 The Company is required to summarise and make public on an annual basis,
for each class of financial instruments, the top five execution venues in terms of
trading volumes where they executed client orders in the preceding year and
information on the quality of execution obtained.

17 Client Money Handling Rules

17.1 The Company will promptly place any Client money it receives into one or more
segregated account(s) (denoted as ‘client accounts’) with reliable financial
institutions chosen by the Company such as a central bank, a credit institution
or a bank authorized in a third country or a qualifying money market fund and
cannot be used in the course of the business. It is understood that the Client
has the right to object to his money being held with a qualifying money market
fund.

17.2 According to Applicable Regulations, the Company shall exercise due skill, care
and diligence in the selection and appointment and periodic review of the
financial institution of paragraph 16.1 and the arrangements for holding of Client
money. The Company considers the expertise and market reputation of such
institutions with the view of ensuring the protection of Client’s rights, as well as
any legal or regulatory requirements or market practices related to holding of
Client money that could adversely affect Client’s rights.

17.3 According to Applicable Regulations, for the purposes of safeguarding of Client
money, the Company:

a) shall keep such records and accounts as are necessary to distinguish
Clients’ assets from its own; such records shall be accurate and
correspond to the Client money.
b) shall conduct, on a regular basis, reconciliations between its internal
accounts and records and those of any third parties by whom those
assets are held.
c) shall at all times keep Client money segregated from the Company’s own
money.
d) shall not use Client money in the course of its own business.
e) shall take the necessary steps to ensure that Client money deposited
with a financial institution (according to paragraph 16.1) are held in an
account(s) identified separately from any accounts used to hold funds of
the Company; and
f) shall introduce adequate organizational arrangements to minimize the
risks of the loss or diminution of Client money, as a result of misuse,
fraud, poor administration, inadequate record keeping or negligence.

17.4 Client money may be held on the Client’s behalf in a bank located in or outside
Cyprus subject always to the Company’s licensing and authorisation
requirements. The legal and regulatory regime applying to any such entity
outside Cyprus may be different from that of Cyprus and in the event of the
insolvency or any other equivalent failure of that entity, the Client’s money may
be treated differently from the treatment which would be applicable if the money
were held in an institution in Cyprus. The Company takes the necessary steps
and exercises the necessary due skill, care and diligence in the selection and
appointment of the institutions which are used for the safekeeping of the Clients
funds. The Company also performs periodic reviews and assessments of the
institutions that it maintains its Clients’ Accounts with. However, the Company
may not be held responsible and/or liable for the solvency, acts or omissions of
any third party referred to in this paragraph.

17.5 The Client acknowledges that, in the event of the insolvency or any other
analogous proceedings in relation to that financial institution (of paragraph
16.1), the Company may only have an unsecured claim against the third party
on behalf of the Client, and the Client will be exposed to the risk that the money
received by the Company from the third party is insufficient to satisfy the claims
of the Client.

17.6 It is understood that the Company may keep merchant accounts in its name
with payment services providers used to settle payment transactions of its
Clients. However, it is clarified that such merchant accounts are not used for
safekeeping of Client money but only to effect settlements of payment
transactions.

17.7 It is understood that the Company may hold Client money and the money of
other clients in the same account (omnibus account).

17.8 The Company is a member of the Investors’ Compensation Fund (ICF). So,
depending on his categorization, the Client may be entitled to compensation
from the ICF in the event that the Company is unable to meet its obligations.
More details are found in the Company’s document titled “Investors
Compensation Fund”, found on the Website which contains the criteria subject
to which compensation may be paid by the ICF.

17.9 It is not our policy to pay interest on monies held by us, and you agree to waive
any entitlement to interest.

17.10 The Company may deposit Client money in overnight deposits and will be
allowed to keep any interest for its benefit.
17.11 It is agreed that the Company shall have the right to transfer the Client Money
to successors or assignees or transferees or buyers, with 15 Business Days
prior Written Notice to the Client for the purposes of paragraph 35.2. of the Client
Agreement.

17.12 The Company has a duty to and shall exercise due skill, care, and diligence in
the selection of the financial institution according to paragraph 16.2 of this Client
Agreement. The Company considers the expertise and market reputation of
such institutions with the view of ensuring the protection of Client’s rights, as
well as any legal or regulatory requirements or market practices related to
holding of Client money that could adversely affect Client’s right. However, it is
understood that there are circumstances beyond the control of the Company
and hence the Company does not accept any liability or responsibility for any
resulting losses to the Client as a result of the insolvency or any other analogous
proceedings or failure of the financial institution where Client money will be held.

17.13 The financial institution (of paragraph 16.1) where Client money will be held may
be within or outside the Republic of Cyprus. The legal and regulatory regime
applying to any such person outside the Republic of Cyprus will be different from
that of the Republic of Cyprus and in the event of the insolvency or any other
equivalent failure of that person, the Client’s money may be treated differently
from the treatment which would apply if the money were held in a Segregated
Account in the Republic of Cyprus.

17.14 The financial institution to which the Company will pass Client money (as per
paragraph 16.1) may hold it in an omnibus account. Hence, in the event of the
insolvency or any other analogous proceedings in relation to that third party, the
Company may only have an unsecured claim against the third party on behalf
of the Client, and the Client will be exposed to the risk that the money received
by the Company from the third party is insufficient to satisfy the claims of the
Client.

17.15 The Company shall not conclude title transfer financial collateral arrangements
with any Client who is a retail client for the purpose of securing or covering
present or future, actual or contingent or prospective obligations of such Client.

17.16 The Company shall not grant security interests, liens, or rights of set-off over
client money enabling a third party to dispose of the Client’s money in order to
recover debts that do not relate to the Client or provision of services to the
Client, unless this is required by applicable law in a third country jurisdiction in
which the client money may be held. If the Company will enter into such an
agreement, it will amend this Client Agreement accordingly to reflect this.

17.17 The Company provides to the Client access to an online system on which the
Client can obtain information in relation to the Client money that the Company
holds on behalf of the Client, as provided by Applicable Regulations.

18 Client Accounts, Deposits and Withdrawals

18.1 The Company shall open one or more Client Account(s) for the Client to allow
him to place Orders in particular Financial Instruments.

18.2 It is agreed and understood that the Company reserves the right to offer different
types of Client Accounts from time to time with different characteristics or
requirements which are described on the Website, and which will be subject to
change at the Company’s discretion and according to paragraph 25 hereunder.

18.3 The Client Account shall be activated upon the Client depositing the minimum
initial deposit, as determined, and amended by the Company in its discretion
from time to time.

18.4 The Client may deposit funds into the Client Account at any time during the
course of this Agreement. Deposits will be made via the methods and in the
currencies accepted by the Company from time to time. The detailed information
about deposit options is shown on the Website.

18.5 The Company shall have the right to request from the Client at any time any
documentation to confirm the source of funds deposited into the Client Account.
The Company shall have the right to reject a deposit of the Client if the Company
is not duly satisfied as to the legality of the source of funds and resend them
back to the sender.

18.6 If the Client makes a deposit, the Company shall credit the relevant Client
Account with the relevant amount actually received by the Company (until 13.00
CET) within three Business Days following the day after the amount is cleared
in the bank account of the Company.

18.7 If the funds sent by the Client are not deposited in the Client Account when they
were supposed to, the Client shall notify the Company and request from the
Company to make a banking investigation of the transfer. The Client agrees that
any charges of the investigation shall be paid by the Client and deducted from
his Client Account or paid directly to the bank performing the investigation. The
Client understands and agrees that, in order to perform the investigation, the
Client shall have to provide the Company with the requested documents and
certificates.

18.8 The Company shall make withdrawals of Client funds upon the Company
receiving a relevant request from the Client in the method accepted by the
Company from time to time.

18.9 Upon the Company receiving an instruction from the Client to withdraw funds
from the Client Account (until 13.00 CET), the Company shall initiate the
procedures for disbursement of the funds on the same Business Day, if the
following requirements are met:

a) the withdrawal instruction includes all required information.
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 the
money was originally deposited in the Client Account or as may be
otherwise agreed between the Company and 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 amount
specified in the withdrawal instruction including all payment charges and
there are no open positions associated with the account which made the
withdrawal request.
e) there is no Force Majeure event which prohibits the Company from
effecting the withdrawal.
f) If the Client is not using SEPA for payments within the European
Economic Area, then the transfer may take more than three working days
depending on the actual transfer method chosen by the Client.

18.10 It is agreed and understood that the Company will not accept third party or
anonymous payments in the Client Account and will not to make 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 be borne by the Client and
the Company shall debit the relevant Client Account for these charges.

18.13 The Client may send the request for internal transfer of funds to another Client
Account held by him with the Company. Such internal transfers shall be subject
to the Company’s policy from time to time.

18.14 The Client acknowledges and agrees that the Company will charge a fee of 20
USD/EUR/GBP (or any other currency equivalent depending on the trading
account’s base currency) for any withdrawal request made by him.

18.15 Funds transferred erroneously by the Company during the transfer of funds shall
be refunded to the Client. It is understood that should the Client provide wrong
instructions for a transfer; the Company may be unable to correct the mistake
and the Client agrees that it may have to suffer the loss.

18.16 Where the Company requires additional verification document(s) from the Client
necessary to fulfil the completion of the withdrawal, the Company reserves the
right to reasonably decline the withdrawal request of the Client upon a failure of
the provision of the said documents within 5 (five) Business Days from the day
the document(s) was/were requested.

18.17 The Company will not accept any withdrawal request where the Client has open
positions, and this execution will cause the Margin Level to drop below 200%.

19 Inactive and Dormant Client Accounts

19.1 If the Client Account is inactive for twelve consecutive months or more in that
the Client fails to provide an Order, the Company reserves the right to render
the Client Account dormant and shall have the right to charge the Client Account
a fee. In the case of inactivity for twelve consecutive months the Inactive
Accounts will be subject to a monthly charge of twenty-five (25) USD or its
equivalent in the currency of the trading account (“Inactivity Fee”) for every
Inactive Account relating to the maintenance, administration and compliance
management of such Inactive Accounts, which charge shall apply in accordance
with the following formula after the pass of the twelve consecutive months
without activity.

a) where you have more than one (1) Trading Account and all of such
Trading Accounts are Inactive Accounts, Inactivity Fee shall be charged
separately for each Inactive Account.
b) where you have more than one (1) Trading Account, and at least one (1)
of your Trading Accounts is inactive, Inactivity Fee shall apply for each
Inactive Accounts.
c) where the balance of any Inactive Account to which Inactivity Fee is
applicable under this Clause is less than twenty-five (25) USD, then the
Inactivity Fee for such Inactive Account shall be equal to the amount of
the remaining balance on such Inactive Account. We reserve the right to
charge the Inactivity Fee retroactively for any month in which we had the
right to charge it but did not do so for technical reasons.

19.2 If the Client Account is inactive for 18 months or more, the Company reserves
the right (after calling or emailing the Client using the last known contact details)
to close the Client Account. Any money to the credit of the Client Account will
be remitted by the Company to the client’s bank account from where they
originated, unless instructed otherwise in writing by the Client. If the money
cannot be remitted to the Client’s bank account for any reason, they shall be
held by the Company and shall remain owing to the Client and the Company
shall make and retain records and return such funds upon request by the Client
at any time thereafter.

20 Lien

20.1 The Company shall 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 his
obligations under this Agreement. Before the company exercises its rights
deriving from the lien it shall notify the Client.

21 Netting and Set-Off

21.1 If the aggregate amount payable by the Client is equal to the aggregate amount
payable by the Company, then automatically the mutual obligations to make
payment are set-off and cancel each other.

21.2 If the aggregate amount payable by one party exceeds the aggregate amount
payable by the other party, then the party with the larger aggregate amount shall
pay the excess to the other party and all obligations to make payment will be
automatically satisfied and discharged.
The Company has the right to combine all, or any Client Accounts opened in the Client
name and to consolidate the Balances in such accounts and to set-off such Balances
in the event of Termination of the Agreement. The Company will provide the client(s)
with a relevant notice prior any action is taken.

22 Fees, Taxes, and Inducements

22.1 The provision of the Services by the Company, depending on the type of
Financial Instrument traded, may be subject to payment of fees such as
brokerage fees, commissions, swaps, spreads, special service, and other fees.
These are found on the Charges and Fees Catalogue on the Website at the link
and/or the Platform.

22.2 It is agreed and understood that the Client shall be solely responsible for all
filings, tax returns and reports which should be made to 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 his trading activity with the Company hereunder.

22.3 The Client undertakes to pay all stamp expenses relating to this Agreement and
any documentation which may be required for the carrying out of the
transactions under this Agreement.

22.4 The Client understands that following regulations issued by the US Internal
Revenue Service (IRS) under Section 871(m) of the US tax code, non-US
holders of US CFD instruments (applicable only for long positions), are taxed
on dividend adjustments in the same way as non-US holders of the real
dividends.
Dividend adjustment on derivatives that reference US equities are deemed to
be US-source of income and are tax required as per the US tax regulations.

22.5 The Company may share and/or benefit from any transaction entered by us
and/or in respect of any transaction carried out on your behalf. The Company
may upon reasonable request, to the extent possible disclose to you the amount
of any such commission mark-up or any other remuneration paid by or received
to the Company.

22.6 Before the Client places any Orders with the Company, he should refer to the
prices, charges and spreads published on the Website, which are binding on
both Parties. From time to time, the Company, in its absolute discretion, may
offer lower prices or spreads than the ones published on the Website at that
time. The Client will be informed ex-ante and ex-post about any costs and
associated charges related to trading in CFDs, Transferable Securities or ETFs
as provided by Applicable Regulations.

22.7 The Client will also be informed of the applicable prices, charges and spreads
and any terms and conditions. This does not affect the commitment of the
Company to offer the same level and quality of service to all Clients.

22.8 The Company is prohibited to offer any monetary and non-monetary benefits to
clients and/or any direct or indirect offers such as account opening bonuses,
discounts on trading fees and volume-related discounts, rebates, or benefits.
Minor non-monetary benefits that are capable of enhancing the quality of
service provided to a client and are of a scale and nature such that they could
not be judged to impair compliance with the Company’s duty to act in the best
interest of the client will be clearly disclosed and are excluded from this
paragraph.

23 Language

23.1 The Company’s official language is the English language, and the Client should
always read and refer to the 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.

24 Methods of Communication and Written Notices

24.1 Unless the contrary is specifically provided in this Agreement, any notice,
request or other communication to be given to the Company by the Client under
the Agreement (other than placing Orders) shall be sent to the Company’s
address below (or to any other address which the Company may from time to

time specify to the Client for this purpose) by email, facsimile, post if posted in
the Republic of Cyprus, or airmail if posted outside the Republic of Cyprus, or
commercial courier service and shall be deemed delivered only when actually
received by the Company at:
Address, 18 Spyrou Kyprianou Avenue, Suite 101, Nicosia 1075, Cyprus
Fax: +35 780 095 598 | Email: [email protected]

24.2 In order to communicate with the Client, the Company may use any of the
following methods: email, Platform’s internal mail, facsimile transmission,
telephone, post, commercial courier service, air mail or the Company’s Website.

24.3 The following methods of communication are considered as 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.

24.4 The following methods of communication are considered as Written Notice from
the Client to the Company: email, facsimile transmission, post, commercial
courier service or air mail or commercial courier.

24.5 Without prejudice to the provisions of paragraph 23.9, 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.
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 a
transmission report from its facsimile machine confirming receipt of the
message by recipient’s facsimile machine.
d) if sent by telephone once the telephone conversation has been finished.
e) if 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 airmail, eight Business Days after the date of their dispatch.
h) if posted on the Company Webpage, within one hour after it has been
posted.

24.6 In order to communicate with the Client, the Company will use the contact
details provided by the Client whilst opening the Client Account or as updated
latter on. Hence, the Client has an obligation to notify the Company immediately
of any change in the Client’s contact details.

24.7 Faxed documents received by the Company may be electronically scanned and
reproduction of the scanned version shall constitute evidence.

24.8 The Client shall be able to call the Company within its Working Hours. The
Company may contact the Client outside its Working Hours.

24.9 Any Written Notices sent to the Company shall have to be received within the
Working Hours of the Company. Notwithstanding paragraph 23.5., any Notices
received outside the Working Hours shall be treated as being received the
following Business Day.

25 Privacy Policy, Personal Data, Confidentiality, Recording of Telephone Calls,
and Records.

25.1 The Company is registered with the office of the Commissioner of Personal Data
Protection of the Republic of Cyprus for the purposes of Personal Data
processing. The Client’s Personal Data is stored and processed in accordance
with the Processing of Personal Data (Protection of the Individual) Law of 2001
as this may be amended and/or supplemented and/or replaced from time to time
and EU general data protection regulation 2016/679 (the “GDPR”), as amended
from time to time.

25.2 By entering into this Agreement, the Client agrees and acknowledges that the
Company will process Personal Data as provided in the Company’s Privacy
Policy, available on the Company’s website, as this may be amended from time
to time by the Company. The Company may collect client information directly
from the Client (in his completed Account Opening Application Form or
otherwise) or from other persons. The information is required in order to open a
client’s trading account, perform transactions and safeguard the clients’ assets
and privacy and to provide clients with the services they require and is suitable
for them.

25.3 Client understands that the documents and information are lawfully obtained
and the processing of Personal Data is necessary for compliance with the
Company’s legal obligations under the Prevention and Suppression of Money
Laundering and Terrorist Financing Law (Law 188(I)/2007), as amended, and
the Directive regarding the Prevention and Suppression of Money Laundering
and Terrorist Financing DI157/19 for the establishment on the Client’s economic
profile and prevention of money-laundering as well as to abide with the relevant
record keeping obligations under the Delegated Regulation (EU) 2017/565 and
Law 87(I)/2017).

25.4 The Company may process clients’ Personal Data in compliance with the
Company’s reporting obligations in accordance with any applicable legislation
and/or regulation and/or secondary legislation under any jurisdiction, the
Company may be required to disclose information and/or data in connection
with the Client to the competent authorities and/or regulatory bodies and/or
supervisory bodies of any jurisdiction and by entering into this Agreement, the
Client acknowledges that the Company may be required to proceed with such
disclosure of data for the purpose of compliance with such reporting obligations.
Client information which the Company holds is to be treated by the Company
as confidential and will not be used for any purpose other than in connection
with the purposes stated in the Privacy Policy. Information already in the public
domain, or already possessed by the Company without a duty of confidentiality
will not be regarded as confidential.

25.5 The client also agrees that 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 CySEC 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 government bodies and law enforcement agencies where required by
law and in response to other legal and regulatory requests.
d) to relevant authorities to investigate or prevent fraud, money laundering
or other illegal activity.
e) where necessary in order for the Company to defend or exercise its legal
rights to any court or tribunal or arbitrator or Ombudsman or
governmental authority.
f) to such an extent as reasonably required so as to execute Orders and
for purposes ancillary to the provision of the Services.
g) to payment service providers and banks processing your transactions.
h) to auditors or contractors or other advisers auditing, assisting with or
advising on any of our business purposes; provided that in each case the
relevant professional shall be informed about the confidential nature of
such information and commit to the confidentiality herein obligations as
well.
i) only to the extent required and only the contact details to other service
providers who create, maintain or process databases (whether electronic
or not), offer record keeping services, email transmission 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 the Services under this Agreement.
j) to a Trade Repository or similar under the Regulation (EU) No 648/2012
of the European Parliament and of the Council of 4 July 2012 on OTC
derivatives, central counterparties (CCPs) and trade repositories (TRs)
(EMIR), as may be amended from time to time.
k) only to the extent required, to other service providers for statistical
purposes in order to improve the Company’s marketing, in such a case
the data will be provided in an aggregate form.
l) only to the extent required, to market research call centres that provide
telephone or email surveys with the purpose to improve the services of
the Company, in such a case only the contact details will be provided.
m) where necessary in order for the Company to defend or exercise its legal
rights to any court or tribunal or arbitrator or Ombudsman or
governmental authority.
n) to anyone authorised by you
o) to an Affiliate or introducing broker of the Company or any other company
in the same group of the Company.
p) to any third-party where such disclosure is required in order to enforce or
apply our Terms and Conditions or other relevant agreements.
q) to third party Companies/tools for the purposes of online verification,
such as but not limited to Refinitiv World-Check.
r) to successors or assignees or transferees or buyers, with ten Business
Days prior Written Notice to the Client; this will happen in the event that
the Company decides to sell, transfer, assign or novate to a third party
any or all of its rights, benefits, or obligations under the Agreement with
you or the performance of the entire Agreement subject to providing 15
Business Days Prior Written Notice to the Client. This may be done
without limitation in the event of merger or acquisition of the Company
with a third party, reorganisation of the Company, winding up of the
Company or sale or transfer of all or part of the business or the assets of
the Company to a third party.
s) Client Information is disclosed in relation to US taxpayers to the Inland
Revenue in Cyprus, which will in turn report this information to the IRS of
the US according to the Foreign Account Tax Compliance Act (FATCA)
of the USA and the relevant intergovernmental agreement between
Cyprus and the US.

25.6 The Company is obliged under the Delegated Regulation (EU) 2017/565 and
Law 87(I)/2017) to keep records of all services provided to the client including
and not limited to all the transaction undertaken and all documents provided by
the client. The Company is recording all communication including and not
limited to incoming and outgoing telephone conversations as well as other
electronic communications relating to any transactions concluded, live chats, emails.
These communications and recordings will be the sole property of the
Company. The Client accepts such recordings as conclusive evidence of
conversations so recorded.

25.7 The Client accepts that the Company may, for the purpose of administering the
terms of the Agreement, from time to time, make direct contact with the Client.

25.8 The Client accepts that the Company or any Affiliate of the Company or any
other company in the same group of the Company may make contact with the
Client, from time to time, by telephone, fax, email or post for marketing purposes
to bring to the Client’s attention products or services that may be of interest to
him or to conduct market research.

25.9 If, during the course of the business relationship, there is a change in the client’s
personal data, the client should ensure that this data is updated and accurate
by contacting the Company as soon as practically possible.

25.10 For Anti Money Laundering purposes and in order to comply with the provisions
of Law 87(I)/2017, the Company will keep records containing Client Personal
Data, trading information, account opening documents, telephone and
electronic communications and anything else which relates to the Client for at
least five (5) years, and where requested by the CySEC for a period of up to
seven (7) years after termination of the Agreement. For Spanish Clients the said
information will be kept for a period of up to (10) years.

25.11 Further details of how the Company processes personal data including interalia the lawful basis of processing personal data, rights of the data subject,
principles and information in respect of transfers of personal data, measures
taken for the security of the client’s personal data, the contact details of the
Company’s Data Protection Officer (DPO) and information about how the client
can lodge a complaint or comment regarding his personal data, it can be found
in the Company’s Privacy Policy available on the Company’s website.

26 Compliance Call

26.1 Compliance call shall mean the phone conversation between the Company and
the client during the final step of the verification process.

26.2 The client accepts that he will be handling his account and will be making his
own investment decisions.

26.3 The Company makes clear that marketing material or educational sessions are
purely informational and do not include investment advice.

26.4 The Company emphasizes that employees and partners have their own paid
contracts with the company, therefore, it is strictly forbidden for them to make
financial arrangements with the clients.

26.5 During the Compliance call the client also is asked if he understood the
Company’s policies, financial products and the risks involved in trading CFDs,
Transferable Securities or ETFs.

26.6 The Company will attempt twice to call and email the client. If the client fails to
reply to any of the abovementioned then the Company will follow one of the two
steps: 1) if the client has open trades, then its deposit options will be enabled
and 2) if the client has no open trades, then the Platform will be disabled.

26.7 Once the client completes its Compliance call everything will be enabled again.

27 Amendments

27.1 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 Client’s advantage and there is no
increased cost to the Client. In such circumstances, a Written Notice via email
will be provided when such change in due to take effect.

27.2 The Company may also change any terms of the Agreement (which includes
this Client Agreement and its Appendices and Client Categorization Policy,
Investor Compensation Fund, Summary of Conflicts of Interest Policy,
Summary Best Interest and Order Execution Policy, Risk Disclosure and
Warnings Notice, Complaints Procedure for Clients) for any of the following
reasons:

a) Where the Company reasonably considers that:
a. the change would make the terms of the Agreement easier to
understand; or
b. the change would not be to the disadvantage of the Client.
b) To cover:
a. the involvement of any service or facility the Company offers to
the Client; or
b. the introduction of a new service or facility; or
c. the replacement of an existing service or facility with a new one;
or
d. 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:
a. the banking, investment, or financial system; or
b. technology; or
c. the systems or Platform used by the Company to run its business
or offer the Services hereunder.
d) As a result of a request of CySEC or of any other authority or as a result
of change or expected change in Applicable Regulations.
e) Where the Company finds that any term in the Agreement may be
inconsistent with Applicable Regulations. In such a case, it will not rely
on that term but treat it as if it did reflect the relevant Applicable
Regulations and shall update the Agreement to reflect the Applicable
Regulations.

27.3 For any change made according to paragraphs 27.1. and 27.2. or any change
which is reflecting a change of Applicable Regulations will take effect
immediately.

27.4 For any change in Agreement, where the Company elects to provide Written
Notice via a post on the Website, the Company shall also provide the said
Written Notice with an additional means of Written Notice.

27.5 When the Company provides Written Notice of changes under paragraphs 27.1
and 27.2. it shall tell the Client the date it comes into effect. The Client shall be
treated as accepting the change on that date unless, before then, the Client
informs the Company that the Client wishes to terminate the Agreement and not
accept the change. The Client shall not have to pay any charges as a result of
terminating in this case, other than costs due and payable for Services offered
until the termination.

27.6 The Company shall have the right to add new or review its costs, fees, charges,
commissions, swaps, spreads, trading conditions, execution rules, rollover
policy and trading times, found on the Website and/or Platform, from time to
time. Such changes shall be effected on the Website and/or the Platform and
the Client is responsible to check for updates regularly. Except if and then to the
extent provided otherwise of this Agreement, all changes shall be effective five
(5) calendar days after their initial posting on our Website and/or Platform. If you
do not wish to be bound by those changes you should inform the Company in
writing immediately. The Client shall not have to pay any charges as a result of
terminating in this case, other than costs due and payable for Services offered
until the termination.

27.7 The Company shall have the right to review the Client’s Categorisation,
according to Applicable Regulations and inform the Client accordingly of the
change before it comes into effect by providing the Client with advance notice
of at least five (5) Business Days. Notwithstanding paragraph 26.1, changing
the Client’s Categorization may also mean changing the type of Client Account
of the Client. The Client shall be treated as accepting the change on that date
unless, before then, the Client informs the Company that the Client wishes to
terminate the Agreement and not accept the change.

28 Termination and Results of Termination

28.1 Either Party may terminate this Agreement at any time and for whatever reason
by providing at least 15 calendar Days Written Notice to the other Party.

28.2 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.

28.3 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 other amounts payable to the Company,
any charges and additional expenses incurred or to be incurred by the Company
as a result of the termination of the Agreement.

28.4 Once notice of termination of this Agreement is sent and before the termination
date:
a) the Client will have an obligation to close all his Open Positions. If he fails
to do so, upon termination, the Company will close any Open Positions.
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 money
from 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.

28.5 Upon Termination any or all the following may apply:

a) the Company has the right to combine any Client Accounts of the Client,
to consolidate the Balances in such Client Accounts and to set off those
Balances.
b) the Company has the right to close the Client Account(s).
c) the Company has the right to convert sums in any currency to another
currency.
d) the Company has the right to close out the Client’s Open Positions.
e) in absence of illegal activity or suspected illegal activity or fraud of the
Client or instructions from the relevant authorities, if there is Balance in
the Client’s favour, the Company will (after withholding such amounts
that in the Company’s absolute discretion considers appropriate in
respect of future liabilities) pay such Balance to the Client as soon as
reasonably practicable and supply him 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 shall be delivered in accordance to the Client’s Instructions
to the Client. It is understood that the Company will affect payments only
to an account in the name of the Client. The Company has the right to
refuse, at its discretion, to effect third party payments.

29 Force Majeure

29.1 A Force Majeure Event includes without limitation each of the following and
which makes it impossible or very impractical for the Company to comply with
any of its obligations under the Agreement:

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.
b) act of God, earthquake, tsunami, hurricane, typhoon, accident, storm,
flood, fire, epidemic or other natural disaster.
c) labour disputes and lock-out.
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 a
market to which the Company relates its Quotes, or the imposition of
limits or special or unusual terms on the trading in any such market or a
regulatory ban on the activities of any party (unless the Company has
caused that ban), decisions of state authorities, governing bodies of selfregulating organizations, decisions of governing bodies of organized
trading platforms, exceptional market conditions including without
limitation the occurrence of an excessive movement in the level of any
transaction and/or the market of any Underlying Asset or our anticipation
(acting reasonably) of the occurrence of such a movement.
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 power
supply and communication lines (not due to the bad faith or wilful default
of the Company).
g) any event, act or circumstances not reasonably within the Company’s
control and the effect of that event(s) is such that the Company is not in
a position to take any reasonable action to cure the default.
h) failure of any third-party supplier, or any other organisation, for any
reason, to perform its obligations.

29.2 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 take any or all of the following steps,
as necessary:

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 be
reasonably appropriate in the circumstances with regard to the position
of 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.
e) refuse to accept Orders from Clients.
f) inactivate the Client Account.
g) increase Margin requirements without notice.
h) close out any or all Open Positions at such prices as the Company
considers in good faith to be appropriate.
i) increase Spreads.
j) decrease Leverage.

29.3 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 or delay is due to a Force Majeure event.

30 Public Defamation

30.1 The Client shall not proceed to any public defamation of the Company or to any
distribution of misleading information, inter alia in social networks, and/or blogs
and/or websites. In case of such criminal actions, the Company shall reserve all
its legal rights.

31 Limitation of Liability and Indemnity

31.1 In the event that 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 shall not, in the absence
of its fraud, wilful default or gross negligence, be liable for any direct and/or
indirect, losses, costs, expenses or damages suffered by the Client arising from
any inaccuracy or mistake in any such information given.

31.2 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,
high internet traffic demand, security breaches and unauthorized access,
and other similar 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 the
misuse of his Access Data.
e) unauthorized third persons having access to information, including
electronic addresses, electronic communication, personal data, and
Access 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 of the Risks Disclosure and Warnings Notice.
g) currency risk materializes.
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 and
Stop Loss Orders.
k) under abnormal market conditions.
l) any acts or omissions (including negligence and fraud) of the Client
and/or his Authorized Representative.
m) for the Client’s or his Authorized Representative’s trading decisions.
n) all Orders given through and under the Client’s Access Data.
o) the contents, correctness, accuracy, and completeness of any
communication spread by the use of the Platform(s).
p) as a result of the Client engaging in Social Trading (if applicable).

31.3 If the Company, its Directors, Officers, employees, Affiliates, or Agents incur
any claims, damage, liability, costs or expenses, which may arise in relation to
the execution or as a result of the execution of the Agreement and/or in relation
to the provision of the Services and/or in relation to the use of the Platform(s),
the Company, its Directors, Officers, employees, Affiliates, or Agents bear no
responsibility whatsoever and it is the Client’s responsibility to indemnify the
Company for these.

31.4 The Company shall in no circumstances be liable to the Client for any
consequential, special, incidental, or indirect losses, damages, loss of profits,
loss of opportunity (including in relation to subsequent market movements),
costs or expenses the Client may suffer in relation to the Agreement, the
provision of the Services or the use of the Platform(s).

31.5 The Company’s cumulative and maximum liability to the Client shall not exceed
the fees paid to the Company under this Agreement in relation to the particular
Client for the Provision of the Services and use of the Platform(s).

32 Representations and Warranties

32.1 The Client represents and warrants to the Company the following:

a) Is at least 18 years old, or the age of legal consent for engaging in
financial investment activities under the laws of any jurisdiction that
applies to him.
b) Where the Client is a physical person, that the Client is of sound mind
and capable of taking decisions for his own actions.
c) There are no restrictions on the markets or financial instruments in which
any Transactions will be sent for execution, depending on the Client’s
nationality or religion.
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 unauthorized or unlawful purposes and that will
use the IP, Platform and Website only for the benefit of his Client Account
and not on behalf of any other person.
f) The Client is duly authorized to enter into the Agreement, to give Orders
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, the person who has completed
Account Opening Application Form on the Client’s behalf is duly
authorized to do so.
h) The Client is acting as a principal and not as agent or representative or
trustee or custodian on behalf of someone else. The Client may act on
behalf of someone else only if the Company specifically consents to this
in writing and provided all the documents required by the Company for
this purpose are received.
i) The information provided by the Client to the Company in the Account
Opening Application Form and at any time thereafter is and will be 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
including the information in the Appendices.
k) The Client funds used for trading are not in any direct or indirect way the
proceeds of any illegal activity or used or intended to be used for terrorist
financing.
l) 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 not
disclosed this already in the Account Opening Application Form, he will
inform the Company as soon as possible and will notify the Company if
at any stage during the course of this Agreement he becomes a Politically
Exposed Person.
m) The Client is not from the USA, Canada, North Korea, and Iran as the
Company does not accept Clients from these countries and from any
other countries where special legal conditions or limitations exist.
n) The Client has read and understands the Risks Disclosure and Warnings
Notice.
o) The Client consents to the provision of the information of the Agreement
by means of a Website or email.
p) The Client confirms that he has regular access to the internet and
consents to the Company providing him with information, including,
without limitation, information about amendments to the terms and
conditions, costs, fees, this Agreements, Policies and information about
the nature and risks of investments by posting such information on the
Website or email. Should the Client wish, he may request for these to be
sent by post or fax.

33 Complaints and Disputes

33.1 If the Client wishes to report a complaint, he must send an email to the Company
with the completed “Complaints Form” found on the Website. The Company will
try to resolve it without undue delay and according to the Company’s Complaints
Procedure for Clients.

33.2 If a situation arises which is not expressly covered by this Agreement, the
Parties agree to try to resolve the matter on the basis of good faith and fairness
and by taking such action as is consistent with market practice.

33.3 The Client’s right to take legal action remains unaffected by the existence or
use of any complaints’ procedures referred to above.

34 Applicable and Governing Law and Applicable Regulations

34.1 If a settlement is not reached by the means described in paragraph 30.1, all
disputes and controversies arising out of or in connection with the Agreement
shall be finally settled in court in the Republic of Cyprus.

34.2 This Agreement is governed by the Laws of the Republic of Cyprus.

34.3 All transactions on behalf of the Client shall be subject to Applicable Regulations
and any other public authorities which govern the operation of the Cyprus
Investment Firms, as they are amended or modified from time to time. The
Company shall be entitled to take or omit to take any measures which it
considers necessary to ensure compliance with the Applicable Regulations, the
relevant market rules. Any such measures as may be taken shall be binding on
the Client.

34.4 All rights and remedies provided to the Company under the Agreement are
cumulative and are not exclusive of any rights or remedies provided by law.

35 Severability

35.1 Should any part of this Agreement be held by any Court of competent jurisdiction
to be unenforceable or illegal or contravene any rule, regulation or by law of any
Market or regulator, that part will be deemed to have been excluded from this
Agreement from the beginning, and this Agreement will be interpreted and
enforced as though the provision had never been included and the legality or
enforceability of the remaining 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, shall not be affected.

36 Non-Exercise of Rights

36.1 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 which that Party is entitled under
this Agreement, shall not constitute an implied waiver thereof.

37 Assignment

37.1 The Company may at any time sell, transfer, assign or novate to a third party
any or all of its rights, benefits or obligations under this Agreement or the
performance of the entire Agreement subject to providing 15 Business Days
prior Written Notice to the Client. This may be done without limitation in the
event of merger or acquisition of the Company with a third party, reorganisation
of the Company, winding up of the Company or sale or transfer of all or part of
the business or the assets of the Company to a third party.

37.2 It is agreed and understood that in the event of transfer, assignment or novation
described in paragraph 35.1 above, the Company shall 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, the Client trading history) transfer
the Client Account and the Client Money as required, subject to providing 15
Business Days prior Written Notice to the Client.

37.3 The Client may not transfer, assign, charge, novate or otherwise transfer or
purport to do so the Client’s rights or obligations under the Agreement.

38 Introducer

38.1 In cases where the Client is introduced to the Company through a third person
such as a business introducer or associate or affiliate (“Introducer”), the Client
acknowledges that the Company is not bound by any separate agreements
entered into between the Client and the Introducer. It is also made clear that the
Introducer is not authorized by us to bind the Company in any way, to offer credit
in our name, to offer guarantees against losses, to offer investment services or
legal, investment or tax advice in our name. It is also stated that the Introducer is
not authorized by us to collect money from you to deposit them in your Client
Account and you should use the methods of depositing money accepted by the
Company.

38.2 The Client acknowledges that the Company shall pay the Introducer with
inducements for the introduction of Clients. The fee is per activation of accounts
unless it’s prohibited by the Law of the client’s country of residence. It is
understood that the Client’s turnover shall not be reduced as a result of the
inducement paid to the Introducer. More details on such inducements will be
disclosed to the Client upon request. Please refer to Section 9 of Appendix 1
below, for more details regarding inducements.

39 Authorized Representative

39.1 The Company may in certain cases accept an Authorized Representative on
behalf of the Client to place Orders to the Company or to handle any other matters
related to the Client Account or this Agreement, provided the Client notifies the
Company in writing in advance of the appointment of an Authorized
Representative and provides such document of authorization to evidence this as
the Company may request, duly certified to the Company’s satisfaction, and this
person is approved by the Company fulfilling all of the Company specifications for
this.

39.2 Unless the Company receives a written notification from the Client for the
termination of the authorization of Authorized Representative, the Company,
without prejudice to paragraph 37.4 herein below, has the right to continue
accepting Orders and/ or other instructions relating to the Client Account by the
Authorized Representative on the Client’s behalf and the Client will recognize such
orders as valid and binding for him.

39.3 The written notification for the termination of the authorization of the Authorized
Representative has to be received by the Company at least 5 Business Days, prior
to the date of termination of the authorization.

39.4 The Company has the right (but NOT an obligation to the Client) to refuse to
accept Orders and/ or other instructions relating to the Client Account from the
Authorized Representative in any of the following cases:

a) if the Company reasonably suspects that the Authorized Representative
is not legally allowed or properly authorized to act as such.
b) an Event of Default occurred.
c) in order for the Company to ensure compliance with the relevant market
rules and or practices, Applicable Regulations, or other applicable laws;
or
d) in order to protect the interests of the Client.

40 Multiple Account Holders

40.1 Where the Client comprises two or more persons, the liabilities and obligations
under the Agreement shall be joint and several. Any warning or other notice
given to one of the persons which form the Client shall be deemed to have been
given to all the persons who form the Client. Any Order given by one of the
persons who form the Client shall be deemed to have been given by all the
persons who form the Client.

 40.2 In the event of the death or mental incapacity of one of the persons 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).

41 Legal restrictions:

41.1 Without limiting any of the foregoing, our Online Trading Facility (Company’s
electronic Platform) is NOT available where it is illegal to access and/or use,
and we reserve the right to refuse, decline and/or cancel our Online Trading
Facility and/or any part or component thereof, at our sole discretion and for any
reason, at any time, without being obliged to provide you with any explanation
or justification thereof.

41.2 Our Online Trading Facility (Company’s electronic Platform) does NOT
constitute, and may NOT be used for the purposes of, an offer and/or solicitation
to anyone in any jurisdiction in which such offer and/or solicitation is not
authorized, and/or to any Person to whom it is unlawful to make such an offer
and/or solicitation. Access to and/or use of our Online Trading Facility
(Company’s electronic Platform), and the offering of financial contracts via our
Online Trading Facility (Company’s electronic Platform), may be restricted in
certain jurisdictions, and, accordingly, users accessing our Online Trading
Facility (Company’s electronic Platform) are required to inform themselves of,
and to observe, such restrictions.
Important note: we do not accept any trading from clients residing in the United
States. We reserve the right to impose additional requirements or pre-conditions
to accept clients residing in or from specific countries at any time and at our sole
and exclusive discretion, without being obliged to provide any explanation or
justification.

42 Entire agreement – severability

a. This Agreement (together with its annexes, appendices, addenda,
attachments, schedules and exhibits and/or amendments) represents the
entire agreement between you and us concerning the access and use of our
Online Trading Facility and it cancels and supersedes all previous
arrangements or agreements by and between you and us with respect to the
subject matter hereof, superseding any other communications or
understandings between you and us, except as determined and/or stated
otherwise “in the terms agreed upon by mutual consent of the Parties “.
b. Nothing contained in this Agreement shall be construed as requiring the
commission of any act contrary to Applicable Laws, Rules and/or Regulations.
Whenever there is any conflict and/or discrepancy between any provision of
this Agreement and any present or future applicable statute, law, ordinance or
regulation governing the transactions hereunder, the latter shall prevail, but in
such event the provision of this Agreement thus affected shall be curtailed and
limited only to the extent necessary to bring it within the requirement of the
law.
c. Each part of this Agreement is a distinct undertaking. In the event that any
provision of this Agreement is held to be invalid, illegal or unenforceable in any
respect by a court of competent jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other provision or part of a provision of this
Agreement, which shall remain in full force and effect and shall in no way be
affected or invalidated.
d. With respect to the provisions of this Agreement, which are held to be invalid
or unenforceable, in whole or in part, the Parties will negotiate in good faith
with the intention to replace the void provision with a valid one that in its
economic effect complies best with the void provision in a manner consistent
with their joint intention as expressed herein and this Agreement shall, to the
fullest extent lawful, be reformed and construed as if such invalid or illegal or
unenforceable provision, or part of a provision, had never been contained
herein, and such provision or part reformed so that it would be valid, legal and
enforceable to the maximum extent possible.
e. Without limiting the foregoing, if any provision (or part of provision) contained
in this Agreement shall for any reason be held to be excessively broad as to
duration, activity, or subject, it shall be construed by limiting and reducing it,
so as to be enforceable to the fullest extent compatible with then existing
applicable law.

Appendix 1 – CFD TRADING TERMS

1. Scope and other Binding Terms

1.1. This Appendix is applicable only to those Clients trading in the Financial
Instruments of CFDs.

1.2. It is understood that additional terms, conditions, requirements, features,
functionalities, and limitations may apply for CFDs trading which are available
on the relevant Platform and the Client agrees that he is bound by them, and
the Company has the right to change these according to the provisions of this
Client Agreement; therefore, the Client agrees to check for such changes
before placing a new CFD Order.

1.3. Orders in CFDs are executed according to the “Summary of Best Interest and
Order Execution Policy” available on the Website.

2. Types of CFD Orders

2.1. The following CFD Orders may be placed with the Company, depending on
the types of Client Account the Client has:
a. Previously Quoted. The Client sends new Orders with a reference to a
previously received executable price.
b. Limit. Orders executed according to Client specifications at the limit price or
better until they are filled, cancelled, or expired.
c. Market. Orders are executed immediately at the best available price in the
system.
d. Market Range. Orders are executed immediately at the best available price
in the system as long as the Slippage is within the range specified.
e. Stop. Orders are active but do not execute until the market price reaches
the Order’s trigger price. Orders are then executed as market or market
range orders depending on whether or not the related field is specified.
f. Stop Limit. Orders are active but do not execute until the market price
reaches the Order’s trigger price. Orders are then executed as limit orders
at the order limit price or better.
g. One Cancels the Other (OCO). OCO orders consist of two orders submitted
separately and tied by their order IDs (order identification number).

3. Placing, Cancelling or Removing Orders and Execution of Client Orders

3.1. Orders can be placed, executed and (if allowed) changed or removed within the
Trading Hours for each type of CFD appearing on the Company’s Website and/or the
Platform, as amended from the Company from time to time.

3.2. Orders can be placed, and (if allowed) changed or removed within or outside the
Trading Hours for each type of CFD appearing on the Company’s Website and/or the
Platform, as amended from the Company from time to time.

3.3. Pending Orders, not executed, shall remain effective through the next trading
session (as applicable).

3.4. Market Orders not executed because there is not enough volume to fill them, will
not remain effective and will be cancelled.

3.5. All open spot positions will be rolled over to the next Business Day at the close of
business in the relevant Underlying Market, subject to the Company’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.

3.6. Orders shall 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 shall be
valid for an indefinite period. However, the Company may delete one or all pending
orders at Stop Out level as defined in Definitions (Section 2) and in paragraph 7.4(f)
below of this Appendix.

3.7. Orders cannot be changed or removed after having been placed in the market.
Stop Loss and Take Profit Orders may be changed even if the trade was placed in the
market as long as they are higher in distance than a specific level (depending on the
trading symbol).

3.8. The Client may change the expiry date of Pending Orders or delete or modify a
Pending Order before it is executed, if it is not Good till Cancelled (GTC).

3.9. During the course of this Agreement in relation to all individual Financial
Instruments trading the Company shall execute Client Orders in an own account basis,
i.e., as principal to principal and/or in an STP model.

3.10. The Company will have no responsibility for checking the accuracy of any Order.

3.11. CFD Orders are executed as:

a. CFD on currency pairs:
a) Take Profit (T/P) orders are executed at stated prices.
b) Stop Loss (S/L) orders set for lock positions are executed at first
market prices.
c) Limit orders are executed at stated prices.
d) Buy Stop and Sell Stop orders for position opening are executed at first
market prices.
b. CFD on other Underlying Assets:
a) Take Profit (T/P) orders are executed at stated prices.
b) Limit orders are executed at stated prices.
c) Stop Loss (S/L) orders are executed at first market prices.
d) Buy Stop and Sell Stop orders for the opening position are executed at first
market prices.

3.12. The Company is under no obligation, unless otherwise agreed in the
Agreement, 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 an undertaking of
an obligation to continue to do so.

3.13. It is the Client’s responsibility to be aware of his positions at all times.

3.14. The Quotes appearing on the Client’s terminal are based on the relevant
Underlying Markets. However, if there is a 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 Markets and not the price requested, and this may result
in positive or negative Slippage for the Client.

3.15. The Company provides Quotes by considering the Underlying Asset price,
but this does not mean that these Quotes are within any specific percentage 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 at that time. The Client
acknowledges that such Quotes will be set by the Company at its absolute
discretion.

3.16. In the event that the Company is unable to proceed with an Order, with regard
to price or size or other reason, depending on the type of the Client Trading
Account, the Company will send a re-quote to the Client with the price it is willing
to deal until the price the Client asks is available. The re-quote provided to the
Client is the next available price received by the Company from its price feeders.
It is understood that the Company does not re-quote Pending Orders.

4. Prices, Commissions, Swaps

4.1. The Trading Platform will provide a Buy quote and a Sell quote for each
Underlying Asset traded on the Trading Platform. You acknowledge that upon
opening a Buy or closing a Sell, you may only do so at the price quoted by the
Trading Platform to purchase such Underlying Asset. You further acknowledge
that upon opening a Sell or closing a Buy, you may only do so at the price quoted
by the Trading Platform for such Underlying Asset.

4.2. All Financial Instruments 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 shall be affected on
the Platform and/or the Website and the Client is responsible to check for updates
regularly.

4.2.1. Spreads may not all be represented in monetary terms but may also
appear in other units such as pips, the value of which can vary depending
on the instrument. You will be able to find the value of a pip across all of our
instruments on our Website, by accessing each underlying on our Platform.

4.2.2. Spreads may increase during major announcements, due to volatile
and illiquid market conditions, and/or late-night hour.

4.3. For maintaining an opened position in some types of CFDs the Client may be
required to pay Swap Fees, the amount of which shall be disclosed on the
Company’s Website. In the case of Swap Fees, the value of Opened Positions in
some types of CFDs is increased or reduced by a daily Swap Fee throughout the
life of the contract.

4.4. From Monday to Thursday, Swaps for all instruments except Forex pairs are
calculated at 22:00 GMT during winter time and at 21:00 during summer time.
Every Friday at 22:00 GMT during winter time and at 21:00 during summer time
Swap Fees are tripled in order to compensate for the following weekend.

4.5. For Forex pairs the Swap Fees are tripled every Wednesday at 22:00 GMT
during winter time and at 21:00 during summer time to compensate for the
upcoming weekend.

4.6 Swap Free accounts will be subject to charges after the end of the Grace
Period as per our Charges and Fees policy.

5. Lots

5.1 The 1 (one) standard lot size is the measurement unit specified for each CFD.
The Company may offer standard lots, micro-lots, and mini-lots, in its discretion,
as defined from time to time in the Contract Specifications or the Company’s
Website.

6. Trailing Stop, Expert Advisor and Stop Loss Orders

6.1 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 directly on his trading
terminal and the Company bears no responsibility whatsoever.

6.2 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.

7. Margin Requirements

7.1 The Client shall provide and maintain the Initial Margin in such limits as per
the limits of the ESMA Intervention measures or any other national measures.
Details are included in the Leverage and Margin Policy.

7.2 Unless a Force Majeure Event has occurred, the Company has the right to
change the Margin requirements, by providing a post on the Website and/or
Platform) and the Company has the right to apply new Margin requirements to
the new positions.

7.3 The Company has the right to change Margin requirements without prior notice
to the Client in the case of Force Majeure Event and especially when there are
Abnormal Market Conditions. 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.

7.4 Without prejudice to paragraph 13.1. of the Client Agreement, the Company
has the right to close at market prices and or limit the size of Client Open
Positions and to refuse new Client Orders in any of the following cases:

a. The Company considers that there are Abnormal Trading Conditions.
b. The value of Client collateral falls below the minimum margin requirement.
c. At any time, Equity (current balance including open positions) is equal to or
less than a specified percentage of the margin (collateral) needed to keep
the open position.
d. The Company makes a Margin Call (including the situation where the
Platform automatically notifies the Client) and the Client fails to meet it.
e. The system of the Company rejects the Order due to trading limits imposed
on the Client Account.
f. When the Margin Level reaches 50% (ratio of equity to Margin in the Client
Account), the Client positions will start closing automatically at market
prices (Stop Out level of 50%) and the Company has the right to refuse a
new Order.

7.5 The Company does not have an obligation to make Margin Calls to the Client
(indulging the situation when the Platform automatically warns the Client that it
reached a specific percentage of the Margin in the Client Account). However,
if the Company does make a Margin Call, then the Client should take any or all
of the two options to deal with the situation:

a. limit his exposure (close trades); or
b. deposit more money in his Client Account.

7.6 Margin must be paid in monetary funds in the Currency of the Client Account.

7.7 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.

7.8It is understood that once an Order is executed, the Margin shall appear in and
form part of the Balance, but because it is used as collateral for keeping the
position open, it shall be unavailable for withdrawal.

8. Settlement of Transactions

8.1Upon completing a Transaction one of the following shall apply:
a. The Client shall be liable for the Difference if the Transaction is:
i. sell, and the closing price of the Transaction is higher than the opening
price of the Transaction; or
ii. buy, and the closing price of the Transaction is lower than the opening
price of the Transaction.
b. The Client shall receive the Difference if the Transaction is:
i. sell, and the closing price of the Transaction is lower than the opening
price of the Transaction; or
ii. buy, and the closing price of the Transaction is higher than the opening
price of the Transaction.

8.2Unless the Parties agree otherwise, all sums for which either Party is liable under
paragraph 8.1 of this Appendix 1 are immediately payable upon closing or
expiration of the Transaction. The Client hereby authorizes the Company to debit
or credit the relevant Client Account with the relevant sums at the closing of each
Transaction.

8.3It is understood that when trading in CFDs, there is no delivery or safekeeping of
the Underlying Asset to which the CFD is referring to.

9. Execution Venue and Inducements

9.1It is understood that once you place an Order on the Trading Platform, the
Company may either execute your Order as a counterparty (i.e. act as Principal
(DOA)) in which case the Company will be the execution venue or it may transmit
your Order for execution to a third party (known as Straight Through Processing
(STP) or acting as an Agent), in which case the Company will not be acting as a
counterparty in the Order and the Execution Venue will be the third party.

9.2The Company may decide at its own discretion to place for execution a Client
Order to a third-party Execution Venue.

9.3The Client acknowledges that the terms for providing quotations depend on the
types of account that the Client is using:

9.3.1. For Orders executed on STP basis, prices and Quotes shown on the
Trading Platform are the ones provided by the Company’s Execution
Venue. The Execution Venue obtains prices (BID and ASK prices) of
the Underlying Asset for a given CFD from third party reputable
external reference sources (i.e., price feeders). The Execution Venue
then uses these prices to calculate their own tradable prices for a
given CFD and provide them to the Company.

9.3.2. For Orders under the DOA model, the Company is the principal to
each trade that you enter. Under the DOA execution model the
Company quotes a spread for each instrument. The spreads shown
on the Company’s website are variable and may vary throughout the
day, depending on the market volatility and available liquidity.

9.4It is understood that when the Company arranges for the execution of Client
Orders with an Execution Venue and does not execute them itself as a principal
to principal against the Client, for certain types of CFDs, only where the Company
charges the Client separate commissions, the Company also pays monthly
commissions to the Execution Venue. Such a fee is designed to enhance the
quality of the service offered to the Client. These are calculated as a percentage
of the total Commissions charged by the Company for the particular type of CFD.

9.5 The Company may share and/or benefit from any transaction entered by us
and/or in respect of any transaction carried out on Client’s behalf. Details of any
such remuneration or sharing arrangement will not be set out on the relevant
Trade Confirmation. The Company may upon reasonable request, to the extent
possible disclose to you the amount of any such remuneration.

9.6 The manner of calculation of the Company’s BID and ASK prices appearing on
the Platform for a given CFD are calculated by reference to the price of the
relevant Underlying Asset, which the Company obtains from the third-party
Execution Venues who obtain their own prices (BID and ASK prices) of the
Underlying Asset for a given CFD from third party reputable external reference
sources (i.e. price feeders). The Execution Venues then use these prices to
calculate their own tradable prices for a given CFD and provide them to the
Company. The Company shall in turn provide the Clients on its Platform with its
own prices. It is noted that in most types of CFDs the Company may choose to
increase the Spread. The difference between the BID and ASK prices quoted of
a given CFD is the Spread. Between the BID and ASK the prices it quotes to
Clients compared to the prices it obtains from third party external reference
sources, the Execution Venue (adds mark-up to the Spread). In other types of
CFDs, the Company does not increase the prices it offers to Clients but instead
charges a separate Commission. The Company’s Commissions appear on the
Website under Trading Conditions and under Charges and Fees.

10. Corporate Actions

10.1. CFDs are subject to corporate actions including dividend adjustments. The
Company may make dividend adjustments in the Client Trading Account if a dividend is
scheduled to be paid to the holders of the underlying Assets of the CFDs. These
adjustments are normally made on the ex-dividend date. Long positions receive
adjustments, whereas Short Positions are charged where applicable.
A mandatory corporate event is an event initiated by a public company which affects
its share/equity.
Mandatory corporate events among others can be:
• Dividends: Part of corporate profits are allocated to shareholders.
Dividends related to stock positions are booked on pay date based on
the eligible holding on the previous date, the ex-date. Dividend
payments will be credited with any applicable withholding taxes
deducted (applicable only for Long/Buy positions).
• Stock split / Reverse stock split: Increase / decrease in a corporation’s
number of outstanding equities and the subsequent equity price and
nominal value are adjusted accordingly. Such event will be affected on
the ex-date.
• Bonus Shares: Additional stocks are allocated on ex-date based on the
eligible holding on the date prior the ex-date and will be available for
trading, post value date upon receipt from agent. Such events may be
dealt with either by providing the additional stock(s) to the client’s
account or by crediting the value of the said share to the client’s
account.
• Liquidation: Financial instruments of the company that is under the
liquidation process, held by the clients will be removed from client’s
accounts. Liquidation proceeds, if any, will be credited to client’s
accounts upon receipt.
• Spin-off: The parent company’s shares lose value following a spinoff,
due to the creation of a new and independent company, through the
distribution of new shares of the parent company. Holders of the said
financial instrument, receive equivalent shares of the new company as
compensation.
• Mergers: A merger happens when two companies combine to form a
single entity. Public companies often merge with the declared goal of
increasing shareholder value, by gaining market share or from entering
new business segments. Relevant adjustments will be reflected to the
client’s accounts.
Special corporate events which are not included under this section which might
be special and/or infrequent will be handled by the Company in the best interest
of clients to the extent that time and operational process permits and at the
Company’s discretion do not affect the Company’s financial position and put it
in danger.
In the case where an instrument offered by the company becomes subject to a
corporate event, it may be dealt with either by providing the additional financial
instruments to the client’s account or may result in a cash adjustment, by crediting the
value of the said financial instrument to the client’s account. In any case, the client’s
account will reflect the adjusted value and/or the number of shares following the
changes that occurred.
For the cases where the relevant adjustments shall take place, but the pay date of the
event is not confirmed or beyond the tradeable cycle, or due to technical limitations, the
Company will process these adjustments manually and each client will be informed
accordingly. Resultant adjustments will be booked to clients’ account as soon as
available/possible.

Appendix 2 – TRANSFERABLE SECURITIES AND ETF TRADING TERMS

1. Scope and other Binding Terms

1.1. This Appendix is applicable only to those Clients trading in the Financial Instruments
of Transferable Securities and ETFs.

1.2. It is understood that additional terms, conditions, requirements, features,
functionalities and limitations may apply for trading in Transferable Securities and
ETFs which are available on the relevant Platform and the Client agrees that he is
bound by them, and the Company has the right to change these according to the
provisions of this Client Agreement; therefore, the Client agrees to check for such
changes before placing a new Order.

1.3. Orders in Transferable Securities and ETFs are executed according to the
“Summary of Best Interest and Order Execution Policy” available on the Website.

2. Transferable Securities Trading Service

2.1. You can buy and sell shares and units in exchanged traded funds (“ETFs”) on our
Platform, as well as other Transferable Securities that we may offer from time to
time.

2.2. We may act as principal or on a matched principal basis when providing you with
the Transferable Securities and ETFs trading services. This means we will be the
counterparty to your trades.

2.3. These terms apply to Transactions made without leverage and our security trading
services are differentiated depending on type of position you enter into, which
country you reside in, and the market where the Transferable Security is traded.

2.4. We are not required to assess the appropriateness of the product or service that we
provide to you in Transactions in non-complex products (e.g. shares) and in such
case, you will not benefit from the protection of the CySEC rules on assessing
appropriateness.

2.5. We may give your details to company registrars and your consent to us providing
such information by trading in Transferable Securities and ETFs on our Platform.

3. Limitations

3.1. We shall make no representations or warranties in relation to any opinions
expressed to you concerning the advisability of investing in any Transferable
Securities and ETFs (whether in writing or verbally) and in connection with any such
Transferable Securities and ETFs or with investments in general, except for the
provision of general description of the nature and risks associated with financial
instruments given.

3.2. Corporate Actions notices, meaning notice to an event that brings material change
to a company, thus affecting its shareholders, may have been obtained from sources
which we do not control and may have been translated or summarised. Although we
may believe that such sources to be reliable, we have no duty to verify the
information contained in such notices nor faithfulness of any translation or summary
and therefore does not guarantee its accuracy, completeness or timeliness, and we
shall not be liable to you for any loss that may result from relying on such notices.

3.3. You are obliged independently to track all corporate actions of the Transferable
Securities’ and ETFs issuers, as we do not offer investment advice.

3.4. Details of the proxy voting services offered by us are available on your request only.
Neither we nor our sub-custodians or nominees shall execute any form of proxy, or
give any consent or to take any actions, in relation to any Transferable Securities
and ETFs except upon your instruction. Until we receive your Instructions to the
contrary we are authorised to and shall: a) present, upon Written Notice, all
Transferable Securities and ETFs called for redemption or otherwise matured, and
all income and interest coupons and other income items which call for payment upon
presentation; and b) execute certificates and documents as may be required to
obtain payment in respect of Transferable Securities and ETFs.

3.5. We will credit your Trading Account with income and redemption proceeds only after
actual receipts. We will credit your Trading Account with income on financial
instruments no later than the next business day after the date of their actual receipt.

4. Custody and Asset handling

4.1. Transferable Securities and ETFs such as shares are held in custody. This means
that you instruct us to arrange for any Transferable Securities and ETFs which you
have bought on our Platform to be held on your behalf until we receive further
instruction from you to sell that Transferable Security and ETF (the “Custody
Assets”).

4.2. Where your Transferable Securities are to be held in custody, we will be your
“custodian” and we will open, or cause to be opened, such accounts as are required
to safeguard adequately your ownership rights in those Transferable Securities or
ETFs, and to minimise the chance of loss or diminution of those assets. You hereby
authorise us to register or arrange the registration of Custody Assets in any name
permitted by Applicable Laws.

4.3. We will hold the Transferable Securities and ETFs on your behalf in accordance
with the Applicable Laws, or may arrange for the custody services to be provided by
another company (this is called a “sub-custodian”). We are not liable for any acts,
omissions, insolvency or dissolution of the sub-custodian, unless any losses which
you incur have been caused by our fraud, wilful default or gross negligence.

4.4. If Custody Assets are held in our name or that of a sub-custodian, we will take
measures to ensure their protection and for safeguarding your ownership rights,
including:

4.4.1. keeping records and accounts enabling the distinction of those Custody Assets
held for you from Custody Assets held for any other client and from our own
Custody Assets;

4.4.2. maintaining records and accounts in a way that ensures their accuracy and, in
particular, their correspondence to the Transferable Securities and ETFs held for
you;

4.4.3. conducting reconciliations between our internal accounts and records and those
of sub-custodians; and

4.4.4. taking steps to ensure that any Transferable Securities and ETFs deposited with
a sub-custodian are identifiable separately from any of our assets or any of the
sub-custodian’s assets.

4.5. Where your Transferable Securities and ETFs are deposited for safekeeping with
a sub-custodian, there may be instances, if this is required by the law of the country
where the Transferable Securities and ETFs are held, that the sub-custodian may
have a security interest, lien or right of set-off over your Transferable Securities
and ETFs enabling such sub-custodian to dispose of your Transferable Securities
and ETFs, in order to recover debts that do not relate to you or the provision of
services to you.

4.6. Your Transferable Securities and ETFs will be pooled together with our other
clients’ Transferable Securities or ETFs (we call this an “Omnibus Account”) with
a third-party depositary in the name of Key Way Investments Ltd on behalf of our
clients. In such case, it may not be possible to separate your Transferable
Securities or ETFs from those of other clients.

4.7. If a Corporate Event, this being an event that will cause change to one or more
financial instruments (e.g. share consolidations, share splits, re-organisations,
mergers, take-over offers (and similar), name changes and rebranding, dividend
distributions, insolvency, delistings and changes to applicable Law or regulation)
impacts a security in your Trading Account, we will use reasonable endeavours to
adjust the Transferable Securities or ETFs in your Trading Account in a way that
is fair and which aligns with market practice, however we do reserve the right to
close out any open positions impacted by a Corporate Event.

4.8. When Corporate Events (such as partial redemptions) affect some but not all of
the investments held in an Omnibus Account, we will allocate the investments so
affected to particular clients in such fair and equitable manner as we consider
appropriate (which may without limitation involve pro rata allocation).

4.9. We will claim all amounts of any dividends, interest, payments or analogous sums
to which you may be entitled in relation to Custody Assets and of which we are
notified, but we shall not be responsible for claiming any entitlement or benefit you
may have under any applicable taxation treaty or arrangement. We will pay any
such sums into your Trading Account.

4.10. Where we appoint a custodian to hold Custody Assets it may be our affiliate. We
shall make no representations or warranties in relation to the Transferable
Securities and ETFs.

4.11. Neither we nor our sub-custodians shall be obliged to institute legal
proceedings, file a claim or proof of claim in any insolvency proceeding or take
any action with respect to collection of income or redemptions proceeds.

4.12. In the event of the insolvency or any other analogous proceedings in relation to
the third party depositary, we may only have an unsecured claim against the
third party on behalf of the client, and the client will be exposed to the risk that
the money received by us from the third party is insufficient to satisfy the claims
of the client with claims in respect of the relevant account. We do not accept
any liability or responsibility for any resulting losses.

4.13. You will not sell, mortgage, or otherwise deal in or part with the Transferable
Securities and ETFs which we hold for you.

4.14. You acknowledge, accept, and expressly consent to us lending any
Transferable Securities and ETFs held on your behalf to any third party. Such
lending to the extent conducted, will be offered in accordance with any
Applicable Laws.

5. Risks

5.1. All Transferable Securities and ETFs carry risk even when trading non-complex
products, such as shares admitted to trading on a regulated market or in an
equivalent third country market, money market instruments, bonds and
undertakings for collective investment in Transferable Securities. The Transferable
Securities and ETFs markets can be volatile and carry a degree of uncertainty,
which means that Transferable Securities and ETFs dealing is not suitable for
everyone.

5.2. Please ensure you fully understand the risks involved before using our Services
and if required take appropriate independent advice.

5.3. More information on the Risks of using our services can be found in the “Risk
Disclosure” on our Website.

6. Execution

Please refer to the “Summary of Best Interest and Order Execution Policy” on our website
and Clause 13 of this Agreement for more information on how we comply with our
execution obligations towards you.

7. Conflicts of Interest

Please refer to the “Summary of Conflicts of Interest Policy” on our Website for more
information on how we manage conflicts of interest.

8. Orders

8.1. In addition with the relevant clauses in this Agreement on how you may place an
order and provide trading instructions on our Platform, the following shall apply.

8.2. We execute your orders as soon as reasonably practicable, but sometimes there
will be a delay between when we receive your order and when we are able to
execute it. Where a delay occurs, there may be a difference between the market
price of the Transferable Securities or ETFs that you were quoted and the market
price on the exchange, which may or may not be to your benefit. The exchange is
not required to accept your order and is not required to execute your order at the
price that you were quoted.

8.3. Each order that you make is binding on you and thus you must pay any sums due
on any Transaction immediately once the Transaction has been entered into.

8.4. You are responsible for monitoring your Orders until its status is confirmed or
cancelled.

9. Fees

9.1. Please refer to the Commissions, Charges and Fees Table on our Website and
Clause 22 of this Agreement for information on the applicable fees and costs.

9.2. Additional charges may also be incurred by you in the case of delayed or failed
settlement of a Transaction, not owing to our gross negligence, willful default or
fraud. Any such amounts will be your responsibility and, where appropriate, will be
deducted from your Trading Account, by providing advance Written Notice to you.

10.Settlement

10.1. Your Transferable Security investments will settle in accordance with local
markets. A settlement marks the official transfer of Transferable Securities and
ETFs to your Trading Account and the receipt of purchase price by the settler.
Usually this occurs two business days after the day the Order executes, however
this may vary depending on the Transferable Security. The consideration for the
Transaction and all applicable fees, charges and taxes for that Transaction will be
deducted from your Trading Account at the time of execution of the Transaction
according to our Commissions, Charges and Fees Table on our Website. You may
sell your Transferable Security prior to settlement of the Transaction, however
should that Transaction fail to settle, we have the right to reverse the Transaction,
return any fees, charges and taxes for that Transaction and amend your Trading
Account to reflect the same.

10.2. We shall not be liable for any losses, costs or expenses suffered as a result of any
delay or change in market conditions before an order is executed or before a
Transaction settles.

11.Termination

11.1. If you terminate your relationship with us by providing us with instructions for
closing your Trading Account, we will arrange for your Transferable Securities and
ETFs to be sold or transferred to another custodian as soon as reasonably
possible, according to your instructions.

11.2. The proceeds of the sale will be held as Client Money in your name.

11.3. Fees and any other applicable charges and taxes on the sale of your Transferable
Securities and ETFs will be charged, according to our Commissions, Charges and
Fees Table on our Website.

11.4. Any shortfall between the amount you invested and the amount you get back after
sale will be borne by you.
You must read, agree with, or accept all of the terms and conditions contained in this
Agreement without modifications, which include this terms and conditions expressly set
out below and those incorporated herein by reference, before you may become a client
of Key Way Investments Ltd.
If you have objections to any of these terms and conditions, or any part thereof, and/or if
you do not agree to be bound by these terms and conditions, or any part thereof, do not
access and/or use our online trading facility in any way and inform us in writing
immediately.