1. Between AceFx Trading Ltd., AceFx Trading Ltd. is registered in Marshall Islands, address: Ajaltake Rd., Ajaltake Island, Majuro Island, MH 96960, registration number 92824. and the Client.
Definitions – Interpretation of Terms.
In this Agreement the following terms shall, unless the context otherwise requires, have the following meanings and may be used in the singular or plural as appropriate:
- “Agreement” shall mean this Trading Agreement with all due and any other specific agreements, futures amendments and additional terms entered into by and between AceFx and the Client;
- “Basic currency” shall be the currency agreed by the Client and AceFx before opening a particular account of the Client with AceFx;
- “Client” shall mean the account-holder referred to in the heading of this Agreement.
- “Communication” shall mean instructions, orders, documents, logs, FOREX trading activity and other information;
- “Counterparties” shall be banks and/or brokers and/or marketplaces and/or any client or partner of AceFx participating in the transactions executed for the account of the Client in opposite direction;
- “Equity” shall mean an estimation of the account of the Client in the basic currency at a particular time;
- "ECN" shall mean Electronic Currency Network;
- “FOREX” shall mean an over-the-counter market where foreign exchange transactions are conducted;
- “Liquidity” shall mean the existence of a counter party registered in the Marketplace Trading System, willing, at a particular moment, to enter into the transaction of the Client in opposite direction with the same price and with sufficient volume;
- "LP" means liquidity provider;
- “Margin Call” shall mean a fixation of the situation when margin requirements do not allow the Client to increase the total open exposure of his account;
- “Market Rules” shall mean the rules, regulations, customs and practice established from time to time of any foreign exchange organization, clearing house or market involved in the conclusion, execution or settlement of a foreign exchange transaction and any exercise by any such foreign exchange organization, clearing house or market of any power or authority conferred to it;
- “Order” shall mean an intention to buy or to sell a particular FX instrument for a particular price and in a particular amount formulated by the Client and confirmed and accepted by AceFx;
- “Position” shall mean a full or partial exposure of a particular currency pair;
- "Service" shall mean the AceFx trading services provided by using the Metatrader 4 platform or any other trading platform.
- "STP" shall mean Straight Through Processing connection;
- “Swap” shall mean a loss caused by an unfavorable difference in daily interest rates between the currencies being traded. Essentially, a trader earns interest on the currency that has been loaned out, and pays interest on the currency that has been borrowed. If the interest earned on the loaned currency is lower than the interest paid on the borrowed currency, the trader will have a rollover debit.
In the Agreement any reference to an individual person shall include corporate bodies, unincorporated associations, partnerships and individuals. Words denoting the singular shall include the plural and vice versa, and words denoting a given gender shall include all other genders.
Heading and notes in the Agreement are for the reference only and shall not affect the construction and interpretation of the Agreement.
2. Risk Disclosure and Acknowledgement
The Client acknowledges, recognizes and understands that trading and investing in foreign exchange transactions:
Is highly speculative; expose the financial situation of the Client to a very high degree of volatility which may cause very substantial movements in the level of the Client’s trading exposure;
May involve an extremely high degree of financial risk which may cause losses in excess of the amount of Equity prepaid by the Client; is appropriate only for persons who, if they trade using Live Trading Account, can assume risk of loss in excess of the prepaid Equity. The Client acknowledge, recognizes and understands that this Agreement do not describe all of the risks relating to the execution and holding foreign exchange transactions, and confirms that he has the capacity to assess and understand (either by himself or with the advice of his own financial, legal and/or tax advisors) the risks associated with such transactions.
The Client acknowledges, confirms, recognizes and accepts that:
He is willing and able, financially and otherwise, to assume the risk of trading in speculative investments
AceFx’s activity shall be based on acting as the intermediary between the Client (acting as buyer or seller) and the Counterparty on remunerated basis by arranging an ECN/STP connection with MT4 to Counterparty's trading system. Any profit or loss arising as a result of fluctuation on market will be entirely for the Client’s account and risk;
Any of the Client’s investments decisions will be based solely on his own evaluation of his financial circumstances and investments objectives; the Client agrees not to hold AceFx liable for any trading losses or other losses incurred by the Client, as further set out in Clause 13;
Opening a trade constitues a spot forex contract with a third party (Liquidity Provider), not between AceFx and the Client.
The ongoing maintenance of trading exposure may expose the Client to increased risks of losses and may increase significantly the amount of the losses that may be suffered by the Client in connection with a particular foreign exchange transaction executed.
A 10% commission will be charged on accounts which generate profits mainly based on automated news trading. The commission will be charged in conjunction with funds withdrawal from the account.
The Client agrees not to hold AceFx liable for losses incurred as a consequence of AceFx maintaining such trading exposure or otherwise holding the Client’s account, as further set out in Clause 13;
Market regulations and/or significant imbalance of supply or demand and/or lack liquidity may result in the temporary inability to carry out buy or sell orders and, consequent, to wind up positions that the Client wishes to liquidate, or that Client may have decided to liquidate due to insufficient amount of the prepaid Live Trading Account. The Client is fully aware of the significant losses he may suffer due to these factors;
The Client and AceFx are bound to comply with the regulations, practices and general conditions in force on relevant Marketplaces and with Counter parties with which AceFx may operate on the Client’s behalf;
Any and all information on www.AceFx.com regarding trading issues including but not limited to manual or automated trading tools do not constitute a recommendation by AceFx with regard to an investment. Especially, the Client acknowledges, recognizes and accepts that any market information communicated by AceFx does not constitute an offer to buy or sell or a solicitation to execute any transaction, and that such information, although based upon information from sources believed by AceFx to be reliable, may be based solely on a broker’s opinion and that such information may be incomplete and may be unverified and unverifiable.
If trading account is held by more than one person, all of the joint holders are jointly and severally liable to AceFx for any and all obligations arising out of Forex transactions in the account and each agree to be bound by all the terms and conditions of the agreements between AceFx and the Client(s).
If an Introducing Broker, Money Manager or any third party advisor introduces the Client to AceFx, the Client understands that AceFx may pay fees, commissions or other compensation to such person or entity for the introduction. Client acknowledges and agrees that as an Introducing Broker, Money Manager or any third party advisor to AceFx, the Introducing Broker, Money Manager or any third party advisor does not hold or collect any margined funds on behalf of AceFx or for the Client's Account. AceFx does not control and cannot endorse or vouch for the accuracy of any information or advice Client may have or will receive from the Introducing Broker, Money Manager or any third party advisor and Client agrees that such Introducing Broker, Money Manager or any third party advisor does not in any form or manner represent or act for or on behalf of AceFx. The Introducing Broker, Money Manager or any third party advisor will not have trade authorization privileges unless granted in writing by the Client. The Client under all circumstances understands and agrees that the Introducing Broker, Money Manager and/or any third party advisor is the Client's agent and not the agent of AceFx.
AceFx is a wholly separate and independent entity from any Introducing Broker, Money Manager or any third party advisor with which it has a business relationship. The Agreement between AceFx and Introducing Broker, Money Manager or any third party advisor does not establish a joint venture or partnership and any such Introducing Broker, Money Manager or third party advisor is not an agent or employee of AceFx.
Client acknowledges that his/her personal data and trading history may be disclosed in a reasonable range to an Introducing Broker, Money Manager or any third party advisor. Sharing the information with these third parties is necessary for them to be able to run their everyday business and to fulfil their responsibilities based on laws and regulations. The information may include any of the information held in AceFx’s register, such as Client’s name, address, trading account information and trading history. Data may be disclosed to countries inside or outside the European Union or European Economic Area.
3. Client Warranties & Representations
The Client warrants and represents that:
I am carrying out the transactions contemplated in the Agreement as well- thought-out investments and not as gambling;
I am able to understand, and understands, the risk inherent in foreign exchange transactions, and is willing and able, financially and otherwise, to assume such risks;
I understand the transactions and am familiar with the regulations of the markets dealing in FOREX instruments;
I have ascertained that by entering into Forex and/or spot metals trades I will not be in breach of any applicable local regulation or law., including, without limitation, all tax laws and regulations, exchange control requirements;
The information I am providing to AceFx is complete, accurate and not misleading any material respect;
I am over 18 years of age;
I confirm that I am not or none of my close relatives are classified as politically exposed persons;
I have reviewed, I understand and I accept the following documents and their appendices:
– Terms and Conditions of AceFx Trading service
– General Risk Disclosure Statement;.
I have reviewed, I understand and I accept the Trading Terms and the terms of depositing and withdrawing funds listed on AceFx's website www.AceFx.com
I confirm that:
– the submitted data is correct;
– the undersigned is fully aware of the consequences of submitting incorrect data;
– the assets that form the trading portfolio have been acquired legally;
– the undersigned declares that the assets origin does not relate to any money laundering and/or terrorism related activities.
The above warranties and representations shall be deemed to be repeated in the future, for the duration of the Agreement, each time the Client provides instructions to AceFx.
If any term of the Agreements (or any part of any term) shall be held by a court of competent jurisdiction to be unenforceable for any reason then such term shall, to that extent, be deemed severable, but the enforceability of the remainder of Agreements shall not be affected.
4. Obligations of the Client
The obligations of the Client within the scope of this Agreement shall be as follows:
To pay any banking or money transfer fees associated with a decision to request refund.
The liability of the Client shall not be limited by the amount of funds on the account of the Client or by the guarantees provided by the Client to AceFx.
5. Obligations of AceFx
The obligations of AceFx within the scope of this Agreement shall be as follows:
To provide the Client with the agreed Live Trading Account upon receipt of the initial transfer of the funds;
To make all the possible endeavors to execute the trading orders and to follow the instructions of the Client in order to execute the transactions as contemplated in Clause 2.1, whereby the Client hereby acknowledge, recognizes and accepts that AceFx cannot and shall not guarantee the execution of the orders of the Client and shall not be liable for any failure in the execution process;
To provide the Client with the withdrawal of his funds after verifying that all positions in the Live Trading Account of the Client are closed;
To provide the Client with accounting of the transactions and the trading exposure maintained for his account.
6. Rights of the Clients
The rights of the Client within the scope of this Agreement shall be as follows:
To request from AceFx the account history reports;
To request full or partial withdrawal of funds by sending the withdrawal request form to AceFx, provided that all trading positions of the Client are closed and AceFx has deducted all charges due under the Agreement. The Client expressly authorizes AceFx to close any open positions relative to his account upon the reception of such a withdrawal request. The Client shall be responsible for ensuring that AceFx has received the withdrawal request, by contacting AceFx (e. g., via live support or email).
7. Rights of AceFx
The rights of AceFx within the scope of this Agreement shall be as follows:
To reject any order or instruction of the Client;
To cancel or adjust the transaction of the Client, if the Counterparty with which AceFx executed the transaction has canceled or adjusted it;
To provide for the account of the Client any and all trades requested by the Client or deemed necessary by AceFx.
Notwithstanding any other provision of this Agreement, AceFx shall be entitled to restrict access to, or to impose limits, suspend, stop or cancel trading on the Metatrader 4 Platform either generally or in respect of particular currency pairs, transactions or customers, or to discontinue transmitting any or all information, or to refuse facilitating or proceeding any or all transactions, or to refuse allowing access to and use of the Metatrader 4 Platform, in the event that, at AceFx’s sole discretion, any of the following circumstances occur:
Full or partial failure of the Metatrader 4 Platform, including failure of the technology constituting the Metatrader 4 Platform or any of the communications linked to the Metatrader 4 Platform or between the Metatrader 4 Platform and the Client and/or any of the Counterparties, or any other circumstance as a result of which it is not practicable for AceFx to use the Metatrader 4 Platform;
A breach of security of the Metatrader 4 Platform;
A material breach by the Client of his obligations under this Agreement or any other agreement with AceFx (including, without limitation, the Account Opening Documentation);
Non-compliance by the Client with any applicable laws;
Market conditions generally or conditions with respect to a particular currency pair or a single currency rendering it necessary or desirable, at AceFx’s sole discretion, to do so;
Absence of liquidity on the market. Any actions taken by AceFx pursuant to this Section shall continue for such a time period as AceFx reasonably determines it to be necessary or desirable.
In order for AceFx to quote prices with the swiftness normally associated with speculative trading, AceFx may have to rely on available price or other information that may later prove to be faulty. In such case, AceFx may cancel or adjust the trade with the Client, but shall do so within reasonable time and shall provide the Client with a full explanation for the reason for such cancellation. Trading strategies aimed at exploiting errors in prices and/or concluding trades at off market prices (commonly known as “sniping”) are not accepted. If AceFx at its sole discretion and good faith, determines that the Client is taking advantage or attempting to take advantage of such misquotes or is performing other forms of abusive trading, AceFx is entitled to take one or more of the following countermeasures;
(i) Adjust the price spreads available to the Client;
(ii) Restrict the Clients access to streaming, instantly tradable quotes, including providing manual quotation only;
(iii) Retrieve from the Client’s account any historic trading profits that have been gained through such abuse of liquidity – as determined by AceFx in its sole discretion in good faith – at any time during the client relationship and/or
(iv) Terminate the client relationship immediately by giving written notice.
AceFx shall have its sole discretion and control over, and the right to modify at any time the functionality of the Metatrader 4 Platform (including, without limitation, the price feed(s) thereon), configuration and content, including without limitation: (i) the parameters and protocols by which the trading orders are placed, routed, matched or otherwise processed by the Metatrader 4 Platform; and (ii) the availability of the Metatrader 4 Platform with respect to particular currency pairs or transactions at any particular time or location.
8. Remuneration, Operational Premiums, Expenses and Commissions
The execution of trading orders of the Client by AceFx is based on the conditions provided by a number of Counterparties involved which may apply different trading conditions, e. g., prices, commissions, overnights, leverages etc. AceFx shall not be obliged to apply the conditions received by AceFx from the Counterparties to each particular transaction of the Client. Any and all such differences shall compose Operational Premiums or Operational Expenses of AceFx. Neither the Operational Premiums, nor the Operational Expenses shall be
subject to any reimbursement duty by either party, and the Client expressly releases AceFx from any duty to inform the Client of the amount of such Operational Premiums or Operational Expenses, if any.
The Client acknowledges, recognizes and agrees that AceFx may occasionally receive certain retrocession from Counterparties, banks and other third parties involved in the transactions executed by AceFx for the account of its clients, including the Client, and that AceFx has the right to receive and retain such payments; AceFx will provide the Client from time to time, upon written request, with information regarding such payments.
9. Trading Orders
Each trading order shall be considered as an instruction of the Client to Counterparty on the manner to execute the mandate contemplated under Clause 2.1, and not a new, independent mandate.
AceFx may provide the Client with any programming tools to facilitate the planning of the trading activity of the Client. Such tools shall be provided on “AS IS” and “WITH ALL ITS FAULTS” basis. All technical facilities of planning the trading orders shall be provided exclusively for the convenience of the Client at the sole discretion of AceFx and shall be used by the Client at its own risk.
The information provided by AceFx through the Metatrader 4 Platform and/or the website of AceFx may be based on and reflect information provided by third parties, and it may prove to be faulty, unverified or unverifiable. Such information shall be provided exclusively for informational purposes and shall not be subject to any liability of AceFx, whether for providing such information, or for any results of using it.
In order for the Client to be able to transfer and receive any communications to and from AceFx, AceFx shall, for the convenience of the Client, provide the Client with different means of communications: telephone, email, fax and others. The Client shall be entitled to use any of the means of communication at his own discretion for the purpose of communication with AceFx. All the means of communication shall be provided by AceFx strictly on “AS IS” and “WITH ALL ITS FAULTS” basis, and any mistakes, errors, interruptions or unavailability of any of the means of communication shall not expose AceFx to any liability towards the Client. Any and all mistakes, errors, interruptions or unavailability of the means of communication may lead to mistakes, errors, interruptions or unavailability of trading;
The Client acknowledges, agrees and accepts the possible occurrence of such mistakes, errors, interruptions or unavailability, and agrees not to hold AceFx in any way liable for such occurrence and/or its consequences.
The Client acknowledges the electronic nature of the Metatrader 4 Platform and the inherent risk that communications by electronic means may not reach their intended destination or may do so much later than intended for reasons outside the control of the parties to this Agreement.
The Client agrees that AceFx may record and/or protocol all telephone conversations, Internet conversations (chats), and meetings between the Client and AceFx, as well as use such recordings or transcripts from such recordings, as evidence towards any party (including but not limited to any regulatory authority and/or any court of law) to whom AceFx at its entire discretion sees it to be desirable or necessary to disclose such information in any dispute or anticipated dispute between AceFx and the Client. However, technical reasons may prevent AceFx from making the above recordings. Consequently, the Client should not rely on such recordings to be available.
In case of joint account holders, their liability shall be joint and several, and AceFx may act upon instructions received from any of them.
12. Live Trading Account
The concept of “Live Trading Account” shall, for the purpose of this Agreement, have exclusively the meaning traditionally established in the FX industry practice, i.e. the Live Trading Account shall limit the maximum size of the Client’s FX transactions and multi- currency exposure. The granting of the Live Trading Account shall not establish a credit or similar relationship between AceFx as a creditor and the Client as a debtor.
The amount of the Live Trading Account shall be calculated by AceFx in the basic currency, by multiplying the Equity of the account of the Client by the leverage determined by AceFx.
The trading leverage provided by AceFx to the Client shall be subject to change at the sole discretion of AceFx, according to the usual practice of AceFx considering the general FX market circumstances, the Equity of the account of the Client, the type of trading activity of the Client, the day of the week, the holiday’s calendar and other factors.
AceFx shall be entitled to use and operate with the funds on the account of the Clients to obtain the FX trading-lines from the third parties that are necessary to provide the corresponding Live Trading Account to the Client. Based on the market conditions, Client's trading style and volume, trades may be executed at LP, interbank or bank level as STP.
The Client shall not be entitled to withdraw funds from his account in case he has a trading exposure, i.e., while he uses the Live Trading Account. In order to withdraw the funds, the Client shall be obliged to close all trading positions on his account. If a Stop Out execution has resulted in a negative Balance of the Client's Trading Account, the Client shall be liable for this loss. AceFx reserves the right to move any client account including the funds to another brokerage company. In case of such move, the client will receive an advance notice by email at least 14 days before the account will be moved.
13. Exclusion and limitation of liability
The Client agrees not to hold AceFx or any of its officers, directors, employees, agents, subsidiaries or affiliates liable for any trading losses or other losses that may be incurred by the Client, except in case of willful default or gross negligence. AceFx shall in particular not be liable for any loss of any kind suffered or incurred by the Client (i) as a result of AceFx’s negligence, or (ii) caused by the auxiliary persons of AceFx.
AceFx assumes no liability towards the Client for the ability of the Metatrader 4 Platform to meet the user’s requirements, be error-free, or operate without interruption, or that information transmitted through the Metatrader 4 Platform (or via phone) shall be accurate or timely. AceFx shall also assume no liability for other users of the Metatrader 4 Platform or any employees of AceFx to perform as expected. The Metatrader 4 Platform shall be provided strictly on “AS IS” and “WITH ALL ITS FAULTS” basis.
Either party is entitled to terminate the present Agreement at any time by giving no less than seven (7) days prior written notice, including but not limited to notice given by e-mail to the other party, such notice to specify the date on which the termination is to become effective. No penalty shall be payable by either party upon termination of the Agreement. Termination shall in no way affect any rights and obligations accrued hereunder until the date of termination.
At the moment of termination of this Agreement, AceFx and the Client undertake to complete all transactions that are already in progress and the terms of the Agreement shall continue to bind both parties in relation to such transactions. AceFx shall be entitled to deduct all amounts due to it before transferring any funds on any account of the Client, and AceFx shall be entitled to postpone such transferring until any and all positions between AceFx and the Client are closed. Furthermore, AceFx shall be entitled to require the Client to pay any charges incurred in transferring the Client’s investments.
The termination of the Agreement shall extinguish the right of the Client to use any and all of AceFx’s software and systems that it has made available to the Client during the Agreement.
15. Amendments to the Agreement
AceFx shall be entitled to amend the Agreement at any time by notifying the customer by email. Such changes shall become effective immediately unless disapproved by the Client within thirty (30) calendar days from the date of notification, in which case the parties may exercise their right to terminate the Agreement in accordance with Clause 14.
Neither party shall disclose to any person (unless required to do so by any applicable law or by any regulatory or supervisory authority or by any other person entitled by law to require such disclosure) any information relating to the business, investments, finances or other matters of confidential nature of the other party which it may in the course of its duties or otherwise become aware, and each party shall use all reasonable endeavors to prevent any such disclosure.
By entering into the Agreement, the Client authorizes AceFx to disclose such information relating to the Client as may be required by any law, rule or regulatory authority, including any applicable Market Rules, without prior notice to the Client.
The rights and remedies contained in the Agreement shall be cumulative and not exclusive of any rights or remedies provided by law. No delay or omission of AceFx in exercising any right, power or remedy provided by law or under this Agreement, or partial or defective exercise thereof, shall:
Impair or prevent any further or other exercise of such right, power or remedy; or
Operate as a waiver of such right, power or remedy.
No waiver of any breach of any term of the Agreement shall (unless expressly agreed in writing by the waiving party) be construed as a waiver of any future breach of the same term or as authorizing a continuation of the particular breach.
The Client shall indemnify AceFx and keep AceFx indemnified against all losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise, and including reasonable legal fees) which may be suffered or incurred by AceFx as a result of or in connection with:
Any breach of the Agreement by the Client;
AceFx entering into any transaction for the account of the Client hereunder;
AceFx taking any of the steps which AceFx is entitled to take upon the occurrence of an event of default; unless and only to the extent that such losses, taxes, expenses, costs and liabilities are suffered or incurred as a result of AceFx’s gross negligence or willful default
These indemnities shall be in addition to any other right, indemnity or claim which AceFx may have under this Agreement or general law and shall not be affected by any variation or limitation of this Agreement.
This indemnity shall survive any termination of the Agreement.
19. Dispute Resolution
In case the Client has a complaint against AceFx, the Client is obliged to address the complaint to AceFx in writing. Subsequently, AceFx is obliged to investigate the complaint promptly and fully.
Without prejudice to any other rights of AceFx under this Agreement, in case the Client and AceFx are in a dispute on a trading order, AceFx shall be entitled at its sole discretion and without any prior notice to take any and all actions AceFx reasonably believes to be desirable for the purpose of limiting the maximum amount involved in the dispute. AceFx shall not be liable for, or be under any obligation to the Client in connection with, any subsequent fluctuations in the level of the exposure of the accounts of the Client.
20. Applicable Law and Jurisdiction
The Agreement is subject to, and shall be construed in accordance with the laws of Marshall Islands as the sole and exclusive governing law.
This Clause shall survive any termination of the Agreement.
The Agreement shall be for the benefit of, and binding for both the Client and AceFx, and for their respective successors and assigns, but the Client may not assign any of his rights and obligations under the Agreement or under any transaction without prior written consent of AceFx.
AceFx shall have the right to transfer and/or assign, at its sole discretion, to a third party, whether or not affiliated with AceFx, all or part of its rights and/or obligations under this Agreement, including without limitation the duties assumed by AceFx under Clause 2.1, and the Client shall be deemed to accept such transfer and/or assignment.
Any existing or future legal and regulatory provisions in the field of banking services, data protection, money laundering, the operation and use of the Internet or any other regulation applicable in the frame of the services offered by AceFx remain reserved and shall apply to AceFx’s services as from the date when they come into effect.
The Client is aware and acknowledges that by using the Internet from abroad, he may infringe the law applicable in such other country. Certain software components such as coding algorithms may be subject to import and export restrictions in certain countries. The Client undertakes to inform himself and assumes sole liability for risks implied by foreign legislation. AceFx bears no responsibility concerning the infringement of foreign law when the Client is using its services.
If at any time any provision of the Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of the Agreement under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected.
The Client undertakes to notify AceFx without delay of any changes of his personal or contact details or of any other information relevant to this Agreement.
This Agreement shall be effective as of the date and time of being approved by the client on the company web site, www.AceFx.com in conjunction with registering a live trading account. Submitting the live account registration form constitutes approval and electronically signing this agreement on behalf of the Client.