Risk warning: Please note that trading in derivative financial contracts (including FX or forex and contracts for differences or CFDs) on a margin or leverage basis involves a high degree of risk to your capital and may not be appropriate for all investors. The price of the contract you make with us may change quickly due to market ?uctuations that are outside our control, and your profits and losses may be more than the amount of your investment or funds. If the market moves against your position(s) or your margin levels are increased, you may be required to pay substantial additional funds on short notice to maintain your position. If you do not hold sufficient funds to meet your margin requirements, then we may close your open positions immediately and without notice, regardless of whether this would be at a loss. Please read this Agreement and our Risk Policy carefully and discuss with us anything that you do not understand.
1.1 You must complete an Application Form in order to apply for an Account. We will decide whether to accept your Account Application in our sole discretion.
1.2 Unless we agree otherwise, you agree to pay us a minimum initial amount of $ 250 in cleared funds and maintain those funds with us at all times. We will hold funds in accordance with clause 3.6.
1.3 If we accept your Application, we will: (a) establish your Account; and (b) if you are required to pay an initial amount under clause 1.2; (i) require you to electronically transfer the amount to our segregated client funds account; and (ii) once the funds have been cleared, credit your Account with the initial amount.
1.4 Your Account will be active once the steps in clause 1.3 have been completed.
1.5 You may apply for more than one Account.
1.6 These Terms commence once the steps in clause 1.3 have been completed and will remain in force unless terminated in accordance with these Terms.
OUR SERVICE ENTRY INTO CONTRACTS
2.1 If we accept an Order, we will enter into a Contract with you, provided that you comply with your obligations under these Terms.
2.2 A notice given by us stating any amount or rate for the purpose of these Terms and any Contract or Order is sufficient evidence of the amount or rate, unless it is proved to be incorrect.
2.3 You enter into each Contract as principal (unless we otherwise agree in writing). If you act as an agent on behalf of a principal, we will not accept that principal as a client unless otherwise agreed in writing (whether or not you identify that principal to us).
2.4 Any information or general advice that we give you about financial products is generic in nature and does not take into account your financial situation, needs or personal objectives. In particular, we do not give you advice about whether you should open, hold or Close-Out a Contract nor on the merits of any trade. You must consider the appropriateness of entering into a Contract having regard to your own financial situation, needs or personal objectives and obtain your own independent financial advice if necessary. You should not regard any of our materials or any communication (in any form) as investment advice or a recommendation.
2.5 We quote Underlying Instrument Prices which provide an indication of the prices at which we are prepared to deal with you.
2.6 The morganstern Platform opens on Monday at 8.00 am GMT time and close at 5:00 pm GMT time Friday. You may view live prices and place live Orders during these hours except time, when trading is disabled. You may still access the morganstern Platform and view your Account, market information, research and our other services outside of these hours, but you acknowledge that you will not be able to trade or access any live prices.
2.7 We are under no obligation to quote Underlying Instrument Prices or accept Orders on a public holiday in any jurisdiction which, in our reasonable opinion, affects the relevant Underlying Instrument. We give notice of such public holidays and the Underlying Instruments affected on our platform.
THE ACCOUNT NATURE
3.1 Your Account is a record, or a series of records, maintained by us (or on our behalf) that shows, at any point in time, the net position of the payments you have made or are required to make to us and the payments we have made or are required to make to you. Your Account is not a deposit account with us and no money is held in the Account.
3.2 You authorize and direct us to: (a) debit from your Account any Free Balance you withdraw and any amounts payable by you under these Terms; (b) credit to your Account any amounts deposited by you and any amounts payable by us under these Terms; and (c) designate the amounts in your Account as either Free Balance or Actual Margin depending on the amounts you deposit with us, your Orders, Contract positions and market movements in accordance with these Terms.
3.3 We are not required to notify you before debiting, crediting or designating amounts on your Account.
3.4 You agree to maintain sufficient funds in your Account to satisfy all amounts payable by you under these Terms. It is your responsibility to ensure that any funds you transfer are cleared in sufficient time to meet all of your payment obligations under these Terms.
3.5 If you find a negative equity balance on your Account that has not been corrected, please contact us at [email protected]
3.6 We deposit any funds paid by you into our segregated client funds account.
3.7 You agree and acknowledge that: (a) any funds held in our segregated client funds account will be pooled with, and not kept separate from, funds belonging to other clients. We will exercise all due skill, care and diligence in the selection, appointment and periodic review of the institution where our client funds are deposited; (b) we will only withdraw your money from our segregated client funds account to: (i) make a payment in accordance with your written directions; (ii) transfer Margin; (iii) withdraw fees charged as part of a deposit or withdrawal transaction; (iv) pay money to us that we are entitled to as a result of you trading with us; (v) make a payment that is otherwise authorized by law or in compliance with the operating rules of a licensed market; and (vi) if you have an Open Position, we reserve the right, at any time in our sole discretion, to set off any unrealised losses incurred in respect of an Open Position against any funds that we hold on your behalf to your credit; (c) any amounts withdrawn from the segregated client funds.
3.8 Unless we agree otherwise, you will be treated as a Retail Client. We will notify you of your classification in our ‘welcome’ communication, following activation of your Account.
3.9 If you wish to be re-classified then you must provide us with a written request for re-classification.
3.10 We may conduct additional reviews of your client classification at any time, at our discretion. We will notify you in writing of any circumstances that affect your client classification.
3.11 If your Account shows that you have Free Balance, you may ask us to make payment to you in respect of your specified amount. Please note that we may at our discretion elect to withhold any payment requested (in whole or in part) if: (a) the amount is required to be maintained with us at all times; or (b) we are lawfully entitled to withhold the amount.
3.12 We will notify you as soon as reasonably practicable if we decide to withhold any part of your Free Balance.
3.13 Withdrawal requests may take up to 7 business days to be processed. We reserve the right to request additional information and/ or documentation to satisfy ourselves that the request is legitimate. In addition, we reserve the right to reject such a request if we consider it to be illegitimate. You accept that in these circumstances there may be a delay in processing your request.
3.14 You acknowledge and agree that withdrawn funds will be deposited in your Account: (a) on the value date received by the institution, net of any transfer fees or other charges that we have incurred, as imposed by the institution (or intermediary involved in the process) that holds the funds; (b) using the same transfer method and the same remitter through which we originally received the funds.
3.15 From time to time we may, without your permission, merge the funds held in different trading accounts. Under no circumstances does this imply that you have the right to a credit facility.
3.16 We reserve the right to: (a) decline a withdrawal that you have requested using a specific transfer method; and (b) suggest an alternative transfer method to the one nominated by you.
3.17 We will only withdraw/deposit funds on your behalf if we are satisfied that you or your authorized representative is the sender of the funds. If we are not satisfied with the identity of the sender or the other documentation provided by you in relation to the withdrawal/deposit, we reserve the right to return the funds to the remitter net of any transfer fees or other charges that we incur, using the same transfer method through which we originally received the funds.
3.18 We will take all reasonable steps to ensure that you are informed regarding the progress of any requests referred to in this section, specifically in relation to the expected processing time and the need for any documentation that may delay the processing if not in place.
3.19 Where you have opened more than one Account with us, we will treat your Accounts as entirely separate except as otherwise expressly provided in these Terms.
3.20 Where you request in writing, we may, in our absolute discretion, agree to treat your Accounts as one Account. In this case, all references to your Account in these Terms are taken to be your aggregated Accounts. Such a request, if agreed by us, takes effect on the date we notify you, which is to be no later than 7 days from the date of our receipt of your request.
4.1 We will conclude your transactions in good faith at all times. We can assess whether a service or transaction is appropriate for you, you are required to provide information regarding your knowledge and experience in the investment field relevant to the specific type of product or service offered. So that we can carry out this assessment, you must ensure that all information you provide is accurate. Unless you advise us in writing that the information you have previously provided is out of date or inaccurate we will be entitled to rely upon it.
4.2 You may obtain a quote from us for an Underlying Instrument Price.
4.3 You acknowledge that: (a) any quote provided by us in accordance with this clause is indicative only; and (b) no Contract is entered into until your Order is accepted by us in accordance with these Terms.
4.4 By placing an Order with us, you may: (a) offer to enter into a new Contract with us; or (b) request us to Close-Out an open Contract.
4.5 You may provide us with oral or written Orders (which includes Orders provided via the morganstern Platform). We may acknowledge instructions orally or in writing, as appropriate.
4.6 When placing an Order, you must set out details of: (a) whether you intend to be the Long Party or the Short Party under the Contract; (b) the Contract Quantity; and (c) the Underlying Instrument, and other information applicable to the Order as we may require from time to time.
4.7 We may in our sole discretion accept an Order in whole or in part. An Order is accepted by us when we record the transaction concerning the Contract in our records.
4.8 An Order is binding on you when we accept the Order. You acknowledge that we may accept an Order without any notice of acceptance, aside from giving you the Confirmation.
4.9 We will inform you if we decide not to accept an Order.
4.10 Orders may be placed as: (a) market Orders to buy or sell an Underlying Instrument as soon as possible at the price obtainable in the market; or (b) limit and stop Orders to trade when the price reaches a predefined level, as applicable to the various Underlying Instruments offered (or a combination of these types of Orders).
4.11 If the bid price for sell Orders or ask price for buy Orders is reached, the Order is filled as soon as possible at the price obtainable in the market. Limit and stop Orders are therefore not guaranteed executable at the specific level or amount.
4.12 Where we do not receive a request to cancel an Order from you until after our acceptance of that Order, the Contract or Close-Out resulting from the acceptance of the Order is valid and binding on you and us under these Terms.
4.13 You acknowledge that any action by you to modify or cancel an Order is ineffective unless: (a) we have received a cancellation notice from you in a form acceptable to us; or (b) we have cancelled the order in our books and records.
4.14 It is possible that errors, omissions or misquotes (each a “Material Error”) may occur in the pricing of Margin FX Contracts or CFDs quoted by us, which by fault of either of us or any third party, is materially incorrect when taking into account the market conditions and quotes in Underlying Instruments prevailing at the time. A Material Error may include an incorrect price, date, time or Margin FX Contract or CFD or any error or lack of clarity of any information. If a trade is based on a Material Error, we reserve the right without your consent to: (a) amend the terms and conditions of the Margin FX Contract or CFD to re?ect what we consider to have been the fair price at the time the Margin Contract or CFD was entered into had there been no Material Error; (b) close the trade and any open Positions resulting from it; (c) void the Margin Contract or CFD from the outset; or (d) refrain from taking action to amend or void the Margin FX Contract or CFD.
4.15 In the absence of fraud or gross negligence on our part, we are not liable to you for any loss, cost, claim, demand or expense that you incur or suffer (including loss of profits or indirect or consequential losses), arising from or connected with the Material Error, including where the Material Error arises from an information service on which we rely.
4.16 If we reasonably believe that you have manipulated our prices, our execution processes or our trading platform, we may in our sole and absolute discretion, without notice to you: (a) enforce the trade(s) against you if it is a trade(s) which results in you owing money to us; (b) treat all your trades as void from the outset if they are trades which result in us owing money to you, unless you produce conclusive evidence within 30 days of us giving you notice under this clause that you have not committed any breach of warranty, breach of undertaking or misrepresentation in relation to these Terms; (c) withhold any funds suspected to have been derived from any such activities; (d) make any resultant corrections or adjustments to your Account; (e) close your Account; and/or (f) take such other action as we consider appropriate.
5.1 A Contract does not transfer the legal or beneficial interest in any Underlying Instrument to you and neither party has any right or obligation to acquire or deliver the Underlying Instruments.
REQUIRED MARGIN OBLIGATION
6.1 Our margin requirements apply throughout the term of each Contract. It is your responsibility to ensure that the Required Margin is available on your Account at all times. We may or may not notify you that the Actual Margin is less than the Required Margin. If, at any time during the term of a Contract, the Actual Margin is not sufficient to cover the Required Margin, you must Close-Out open Contracts or transfer adequate funds to us.
6.2 If, at any time during the term of a Contract, the Actual Margin is less than the Required Margin, the shortfall is immediately due and payable to us. A failure to pay the shortfall amount to us will constitute an Event of Default.
6.3 We provide you with access to information about your Account to enable you to calculate the Required Margin via the morganstern Platform. It is your responsibility to ensure that you request all relevant information in respect of your Account before your Orders are placed, including all information in respect of your current open Contracts. We are not responsible for any losses you may suffer or incur as a result of your failure to request any such information.
COMMISSIONS, CHARGES AND OTHER COSTS
7.1 You must pay to us the applicable commissions and charges.
7.2 We may vary our commissions and charges with 30 days’ prior notice to you, if: (a) market conditions, including competitive behavior, mean it is prudent for us to change our conditions; (b) for commercial reasons we wish to change our general cost and pricing structure; or (c) significant particulars of your individual circumstances have changed.
7.3 Occasionally we may be required to vary our commissions and charges without providing you with 30 days’ notice, due to external circumstances beyond our control. When this happens we will provide you with notice as soon as possible. Such circumstances include: (a) changes in relationships with our counterparties which affect our cost structures; (b) changes in commissions (including as a result of significant currency ?uctuations, due to us charging commission in foreign currency) and charges from exchanges, clearing houses, information providers or other third party providers that are passed on to you by us.
7.4 Amounts due under this clause are debited from your Account at Close of Business on the day the commission, charge or other Cost is incurred by you.
INTEREST ON OPEN POSITIONS
8.1 No interest paid on amounts we hold for you unless otherwise agreed in writing, we are not obliged to: (a) pay interest to you on any Free Balance in any Account or any other sum held by us; or (b) account to you for any interest we receive on such sums or in connection with any Contract.
8.2 If you fail to pay an amount payable to us under these Terms, we may charge you interest on the unpaid amount at the default interest rate. The amount of default interest will be debited from your Account daily until the amount owed to us is paid.
8.3 We may vary interest rates without notice when changes are to your advantage, or are due to external circumstances beyond our control. Such circumstances include: (a) changes in domestic or overseas monetary or credit policies that affect the general interest level in a way that impacts us; or (b) changes in relationships with our counterparties which affect our cost structures.
9.1 We may waive or defer the conversion calculation fee at our discretion.
CLOSE-OUT OF A CONTRACT
10.1 You may instruct us to enter into a position which is opposite to one or more of your open positions.
10.2 An open Contract is Closed-Out: (a) on acceptance by us of your Order requesting Close-Out of your Contract; or (b) by us under clause 19.
CONFIRMATIONS REPORTING TO YOU
11.1 If we accept an Order, we will send you a Confirmation.
11.2 Failure by us to send you a Confirmation does not affect the validity of the Order or the Contract.
11.3 If there is a con?ict between these Terms and our records of the transaction contemplated in a Contract or an Order, our records of the transaction will prevail.
11.4 The morganstern Platform is a standing online facility that allows you to execute certain transactions as well as view, download and print the Confirmations and other reports that we provide.
11.5 You may access and use the morganstern Platform to: (a) receive the Confirmations and other reports we provide; (b) execute and confirm all Contracts; and (c) monitor your obligations under these Terms.
11.6 The Confirmations and other reports are made available to you as at the time that we post the relevant document on the morganstern Platform.
11.7 We may email Confirmations and other reports to you, in addition to making them available on our Platform.
11.8 The following terms apply to Contracts executed through the morganstern Platform: (a) we are not liable to you for any loss, expense, cost or liability suffered or incurred by you due to failure of the system, transmission failure or delays or similar technical errors whether or not the error might be due to factors under our control; (b) we are not liable to you for any removal of Profits or Losses you might suffer due to errors in quotes which are the result of our typing errors or feed errors committed or our erroneous perception of information entered into the system by you; (c) we are entitled to make the necessary corrections in your Account according to the market value of the Underlying Instrument in question at the time when the error occurred; (d) we may offer real-time tradable prices to you. The price offered by us may have changed before we receive an Order from you, due to delayed transmission between you and us. If automatic Order execution is offered to you, we are entitled to change the price on which the Order is executed to the market value at the time at which we received the Order from you; (e) We are not liable to you for any loss, expense, cost or liability suffered or incurred by you due to you using a version that differs from our standard version with all available updates installed; (f) you are responsible for all Orders and for the accuracy of all information sent via morganstern Platform using your name, password or any other personal identification means implemented to identify you; (g) you are obliged to keep passwords secret and ensure that third parties do not obtain access to your trading facilities; (h) you are liable to us for Contracts executed by means of your password even if such use is unauthorized or wrong; (i) we are not liable for any loss or damage suffered by you as a result of transmission errors, technical faults, malfunctions, illegal intervention of the network, overloads or deficiencies on the part of an internet service provider. You acknowledge that the morganstern Platform maybe limited or unavailable due to such system errors and that we reserve the right to suspend access to the morganstern Platform.
11.9 You must verify the contents of each document received from us. Such documents are, unless incorrect, conclusive unless you notify us in writing to the contrary within 3 Business Days of receiving the document.
12.1 We may, with or without notice, and in addition to any other rights we may have under these Terms: (a) Close-Out or cancel all or part, as we reasonably consider appropriate, your Contracts; (b) reduce your Position Limit; (c) refuse Orders; (d) terminate these Terms; (e) adjust the price, size or value of the contract; or (f) adjust the margin requirement (leverage).
12.2 You accept that we may Close-Out any of your Contracts and any relevant proportions of those Contracts that we decide in our absolute discretion.
CORPORATE ACTIONS, SUSPENSION AND MARKET DISRUPTION
13.1 If your Contract is the subject of a Corporate Action, we will decide what adjustment, if any, will be made to your Contract or your Order.
13.2 We will act reasonably to decide on any adjustments that we make to your Contract or Order. These adjustments can include changes to the size, value or number of your Contracts and to the level of your Order. Any action that we take under this clause will be effective from a date that we set and may be retrospective. Once we make an adjustment to your Contract or Order, it is binding on you.
13.3 We will assess the value of your open Contracts and calculate the amount of interest that would apply to the amount of money necessary to take out a position in the Underlying Instrument with the same value, each day. We will normally apply a different interest rate depending on whether you are the Long Party or the Short Party.
13.4 For some expiring Contracts, our quote for that Contract (which is based on the underlying market), will include an interest component. Please check the morganstern Platform to see which of our Contracts contain interest components.
13.5 For some expiring Contracts, our quote for that Contract (which is based on the Underlying Market) will include a forecasted dividend component. Please check the morganstern Platform to see which of our Contracts contain interest components.
CLIENT’S WARRANTIES AND REPRESENTATIONS
14.1 You and each Guarantor (as applicable) warrant and represent that: (a) if you completed the Application in the name of a body corporate: (i) you are duly authorised and validly existing under the laws of your jurisdiction of incorporation; and (ii) you are properly empowered and have obtained necessary corporate or other authority pursuant to your constitutional and organisational documents; (b) if you completed the Application in the name of a trustee: (i) you are the only trustee of the trust; (ii) no action has been taken or proposed to remove you as trustee of the trust; (iii) you have power under the trust deed to enter into and comply with your obligations under these Terms and any Contract or Order; (iv) you have in full force and effect the authorisations necessary to enter into these Terms or any Contract and make an Order, perform obligations under them and allow them to be enforced (including under the trust deed and its constitution, if any); (v) you have a right to be fully indemnified out of the assets of the trust in respect of obligations incurred by you under these Terms and any Contract or Order; (vi) the trust fund is sufficient to satisfy that right of indemnity and all other obligations in respect of which you have a right to be indemnified out of the trust fund; (vii) you have not, and never have been, in default under the trust deed; (viii)no action has been taken or proposed to terminate the trust; (ix) you and your directors and other officers have complied with their obligations in connection with the trust; and (x) you have carefully considered the purpose of these Terms and any Contract or Order and consider that entry into these Terms and any Contract or Order is for the benefit of the beneficiaries and the terms of the trustee documents are fair and reasonable; (c) all necessary consents required in order for you conduct your business and relevant to the performance, validity or enforceability of these Terms and any Contract or Order have been obtained and are in full force and effect; (d) you are not under any legal disability with respect to, and are not subject to any law or regulation which prevents, your performance according to these Terms or any Contract or transaction contemplated by these Terms; (e) you are in compliance with all laws to which you are subject including, without limitation, all tax laws and regulations, exchange control requirements and registration requirements; (f) the information you give us (including the information contained in your Application Form) is complete, accurate and not misleading in any material respect; (g) unless stated in the Application Form, you are not acting as trustee of a trust; (h) no funds deposited in the Account are subject to an Encumbrance; (i) no Event of Default continues un-remedied; (j) there are no actions or claims pending the adverse determination of which might have a Material Adverse Effect on your ability or the Guarantor’s ability to perform its obligations under these Terms, any Contract or Order, or on the rights granted to us; and (k) you are not entitled to claim for yourself or any of your assets or revenues any right of general immunity or exemption on the grounds of sovereignty or otherwise from suit, execution, attachment or other legal process in respect of your obligations under these Terms, a Contractor Order.
14.2 The above warranties and representations are deemed to be repeated each time you place an Order.
UNDERTAKINGS AND ACKNOWLEDGMENTS
15.1 You (or the Guarantor) undertake to: (a) notify us if any warranty or representation made by you or the Guarantor is or becomes in corrector misleading; (b) do everything necessary to ensure that no Event of Default occurs; and (c) supply to us such financial or other information relating to you or the Guarantor as we may reasonably request from time to time.
INDEMNITY AND EXCLUSION OF LIABILITY INDEMNITY
16.1 You indemnify us against any liability or losses arising from, and any Costs incurred in connection with: (a) us acting in connection with these Terms or any Contract or Order in good faith on fax, telephone, email or written instructions purporting to originate from your offices or to be given by an Authorized Person; (b) an Event of Default; (c) a breach by you of these Terms or any Contract or Order; or (d) us acting in accordance with any direction, request or requirement of any regulatory authority or government body.
16.2 You agree to pay amounts due under this indemnity on demand from us.
16.3 This indemnity survives any termination of these Terms. Exclusion of liability.
16.4 We are not liable for any losses or Costs caused by: (a) the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy under these Terms; (b) not accepting your Orders or delay in accepting your Orders; (c) not designating or delay in designating amounts as either Actual Margin or Free Balance on your Account.
DEALINGS BETWEEN YOU AND US
17.1 We are entitled to act on the oral or written Orders: (a) of any Authorised Person; (b) of any person who appears to us to be an Authorised Person, notwithstanding that the person is not, in fact, so authorised; and (c) transmitted using your username, account number, user ID and/or password.
17.2 You agree to promptly provide any instructions to us that we may reasonably require from time to time. If you do not provide the instructions promptly, we may, in our absolute discretion, take such steps at your cost, as we consider necessary or desirable for our own protection or your protection. This provision is similarly applicable in situations when we are unable to contact you.
17.3 We may (but we are not obliged to) require confirmation in such form as we may reasonably request if an instruction is to remit money due to you or if it appears to us that such confirmation is necessary or desirable.
18.1 You must pay and account for any transfer or similar duties or taxes, and any loan security or other stamp duties chargeable in connection with any transaction to which you may be liable. You agree to indemnify us against any liability arising as a result of your failure to do so.
18.2 If you make any payment which is subject to any withholding or deduction, you must pay us the applicable additional amount to ensure that the amount actually received by us equals the full amount we would have received had no withholding or deduction been made.
18.3 If we make any payment which is subject to any withholding or deduction, we will pay you the net amount after making such withholding or deduction and will not pay you an additional amount.
19.1 If all of your Contracts have been Closed-Out, you may terminate these Terms, including your rights associated with the use of the morganstern Platform, immediately by giving written notice to us.
19.2 We may: (a) Close-Out any Contracts; and (b) terminate these Terms, including your rights associated with the use of the morganstern Platform, either: (i) at any time on giving you 7 days’ notice; or (ii) immediately, following an Event of Default or to otherwise protect our interests, without notice to you.
19.3 On termination by either party, we may consolidate all Accounts held by you, and send a payment invoice for all amounts due to you from any Account, before transferring any credit balances on any Account to you.
General How we may exercise our rights
20.1 We may exercise a right or remedy or give or refuse our consent in any way that we consider appropriate (including by imposing clauses).
20.2 If we do not exercise a right or remedy fully or at a given time, we may still exercise it later.
20.3 Our rights and remedies under these Terms are in addition to other rights and remedies given by law independently of these Terms. We may enforce our rights and remedies in any order we choose.
20.4 We may set off any amount owing by us to you (whether or not due for payment) against any amount due for payment by you to us under these Terms, any Contract or an Order.
20.5 We may do anything necessary to action any set-off under this clause (including varying the date for payment of any amount owing by us to you). This clause applies despite any other agreement between you and us.
20.6 Our rights under these Terms are additional to and do not merge with or affect and are not affected by any mortgage, charge or other encumbrance held by us or any of your other obligations of or obligations of the Guarantor to us, despite any rule of law or equity or any statutory provision to the contrary.
20.7 You agree to do anything we reasonably ask (such as obtaining consents, signing and producing documents and getting documents completed and signed): (a) to bind you and any other person intended to be bound under these Terms; and (b) to show that you are complying with these Terms.
20.8 We have in place internal procedures for handling complaints fairly and promptly. If you have complaint please read our Dispute Resolution Policy and contact us.
20.9 We may vary these Terms at any time, with notice to you. In doing so we must comply with any applicable law.
20.10 We may, by providing 30 days’ notice to you, charge you additional fees and/or commissions or increase the current fees and/or commissions) under these Terms.
20.11 A provision of these Terms, or right created under it, may not be waived or varied except in writing.
20.12 You may not assign or otherwise deal with your rights under these Terms or a Contract or allow any interest in them to arise or be varied, in each case, without our consent.
20.13 We may assign or otherwise deal with our rights under these Terms or a Contract (including by assignment or participation) without the consent of any person. You agree that we may disclose any information or documents we consider necessary to help us exercise this right.
20.14 To the extent permitted by law, these Terms prevail to the extent they are inconsistent with any law.
20.15 A provision of these Terms that is void, illegal or unenforceable is ineffective only to the extent of the voidness, illegality or unenforceability, but the remaining provisions are not affected.
20.16 Rights given to us under these Terms and your liabilities under them are not affected by anything which might otherwise affect them at law.
20.17 Any present or future legislation which operates to vary your obligations in connection with these Terms which results in our rights, powers or remedies being adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by law.
20.18 Unless expressly stated otherwise in these Terms, all notices, certificates, consents, approvals, waivers and other communications in connection with these Terms: (a) must be sent by email or such other means as we specify from time to time; and (b) will be taken to be received upon sending, unless the sender receives an automated message that the email has not been delivered.
20.19 We may, to the extent of your authorisation, give a communication under these Terms to your Authorised Person.
20.20 Communications take effect from the time they are received unless a later time is specified in them.
20.21 The Client agrees that morganstern is the sole owner (except to the extent owned by third party licensors, including any associated companies) of all right, title and interest in the Platform and any information or data generated by the Platform.
20.22 We may grant certain clients a Credit Limit. A Credit Limit is a pre-agreed amount of the relevant currency set by morganstern at its sole and absolute discretion that can be used to offset against the value of any Open Positions or unsettled Trades.
20.23 We shall not be responsible or liable to the client under any circumstances for any, indirect or consequential loss or related expenses (including without limitation any loss of profits) incurred by the Client as a result of the Client’s use of our Platform.
21.1 These Terms are governed by the Laws of the Republic of Seychelles. Each party irrevocably agrees that the courts of Seychelles shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Terms.
21.2 Without preventing any other method of service, any document in a court action may be served on a third party by being delivered to or left at that party’s address for service of notices as notified to the other party from time to time.
21.4 You agree that we may record all telephone conversations, internet conversations (chat), and
meetings between you and us and use such recordings, or transcripts from such recordings, as evidence towards any party (including, but not limited to, any regulatory authority and/or court of law) to whom we, in our entire discretion, see it to be desirable or necessary to disclose such information in any dispute or anticipated dispute between us and you. We may provide copies of such recordings of telephone calls to a regulatory authority of a competent authority, without your consent.
21.5 If the Agreement is terminated under clause 19, you and we agree that the claims we have against each other are finally discharged by means of Close-Out netting. We will determine the Close-Out Values for each affected Contract in our sole discretion. The final amount to be paid by the relevant party will be the difference between the payment obligations of the parties.
21.6 All payments under these Terms must be made in USD or any other currency that we may agree to from time to time.
21.7 Every failure by you to pay an amount payable to us under the Agreement is deemed to be an application for credit from us.
22.2 Our website may install cookies on your computer to provide a better service or enhance the client experience. You have the option to turn such cookies off via your personal settings, although this will affect your ability to view parts of our website.
23.1 The following words in these Terms have particular meanings: Account means your account with us. Actual Margin means the amount standing to the credit of your Account and designated as Actual Margin. Application means your application to us for an Account on the terms and conditions set out in these Terms and the Application Form. Application Form means the application form available on our website. Authorised Person means the persons that you authorise to give instructions to us, as notified by you to us from time to time. Business Day means a day on which banks are open for general banking business in London (not being a Saturday, Sunday or public holiday in that place). Close-Out Date means the date on which all or part of a Contract is Closed-Out. Close-Out or Closed-Out means the termination of all or part of a Contract. Confirmation means a message from us to you confirming your transaction in respect of a Contract. Contract means an over the counter ‘contract for difference’ between you and us where the Underlying Instrument is a Currency which we nominate as available to underlie an Order or Contract. Contract Quantity means the amount of Currency to be traded to which the Contract or Order relates. Contract Value means, in respect of any Contract or Order for any Contract, the amount calculated by us in accordance with the following formula: Underlying Instrument Price x Contract Quantity Costs include costs, charges and expenses, including those incurred in connection with advisers. Currency means a currency which we nominate as being available to underlie a Contract. Encumbrance means any mortgage, lien, charge, pledge, assignment by way of security, security interest, title retention, preferential right or trust arrangement, claim, covenant, profit, easement or any other security arrangement or any other arrangement having the same effect. Each of the following is an Event of Default: (a) you fail to pay on time any amount payable by you in the manner required under these Terms,
including, for the avoidance of doubt, any situation where the Actual Margin on your Account at any time is less than the Required Margin; (b) you fail to comply with any obligation under these Terms (other than those covered by paragraph (a)) and, if the non-compliance can be remedied, you fail to remedy the non-compliance within 7 days; (c) an event occurs which has or is likely to have (or a series of events occur which together have or are likely to have a Material Adverse Effect; (d) any change in law or interpretation which makes it unlawful for us to give effect to any provision of these Terms; (e) we or you are requested to end a Contract (or any part of a Contract) by any regulatory agency or authority; (i) you die or become of unsound mind; (j) a representation or warranty made, or taken to be made, by or for you in connection with these Terms is found to have been incorrect or misleading when made or taken to be made; (k) you exceed the Position Limit on your Account; (m) where you are trustee of a trust: (i) you cease to be the trustee of the trust or any step is taken to appoint another trustee of the trust, in either case without your consent; or (ii) an application or order is sought or made in any court for: (A) your removal as trustee of the trust; (B) property of the trust to be brought into court or administered by the court or under its control; or (C) a notice is given or meeting summoned for the removal of you as trustee of the trust or for the appointment of another person as trustee jointly with you; (n) these Terms or a transaction in connection with these Terms is or becomes (or is claimed to be) wholly or partly void, voidable or unenforceable (“claimed” in this paragraph means claimed by you or anyone on behalf of any of it); (o) distress, execution or other process is levied against any of your property and is not removed, discharged or paid within 7 days; (p) any security created by any mortgage or charge becomes enforceable against you and the mortgagee or chargee takes steps to enforce the security or charge; or (q) we reasonably consider it necessary for our own protection or the protection of our associates. Free Balance means, at any time, the excess (if any) of the balance of your Account at that time over the Required Margin. Guarantor means any person(s) identified as such in the Application.
You will be deemed Insolvent if: (a) you commit an act of bankruptcy; (b) a liquidator or trustee in bankruptcy or similar person is appointed to you; (c) you are (or states that you are) an insolvent under administration or insolvent;(d) you are in liquidation, in provisional liquidation, under administration or wound up or have had a Controller appointed to your property; (e) you are subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute or dissolved; (f) an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed within 30 days), resolution passed, proposal put forward, or any other action taken, in each case in connection with you, which is preparatory to or could result in any of (a), (b) or (c) above; (g) you are taken to have failed to comply with a statutory demand; or (h) you are otherwise unable to pay its debts when they fall due; or ) something having a substantially similar effect to (a) to (h) happens in connection with you under the law of any jurisdiction. Interest Period means the number of calendar days between one Business Day and the next Business Day. Listed Entity means in relation to a Security, the entity that is considered by the applicable market to be the issuer of that Security. Long Party means in respect of any Contract the party identified in the Confirmation as having notionally bought the Underlying Instrument. Loss means, the difference between the Opening Value of the Contract and the Close-Out Value of the Contract if you are: (a) the Long Party and the Close-Out Value of the Contract is lower than the Opening Value of the Contract; or (b) the Short Party and the Close-Out Value of the Contract is higher than the Opening Value of the Contract. Margin Percentage means the percentage rate applicable to your Contract as specified by us in our sole discretion. Material Adverse Effect means a material adverse effect on: (a) your ability to comply with your obligations under these Terms; (b) your rights under these Terms; or (c) your business or financial position. Opening Value means: Opening Underlying Instrument Price x Contract Quantity Opening Underlying Instrument Price means the Underlying Instrument Price on opening the Contract as agreed between us and you. Order means an offer made by you under these Terms. morganstern Platform means any online morganstern Platform made available by us under these Terms. Personal Data means recorded information we hold about you which can identify you, this may include (but not limited to) name, addresses, emails etc. Position Limit means a limit placed by us on the sum of the Contract Values for all Contracts between us and you. Profit means the difference between the Opening Value of the Contract and the Close-Out Value of the Contract if you are: (a) the Long Party and the Close-Out Value of the Contract is higher than the Opening Value of the Contract; or (b) the Short Party and the Close-Out Value of the Contract is lower than the Opening Value of the Contract. Required Margin means an amount that is required to be standing to the credit of your Account and which is calculated as follows: (a) when an Order is placed to open a Contract, an amount that is: Opening Value x Margin Percentage (b) throughout the term of an open Contract: Contract Value x Margin Percentage in respect of each such open Contract between you and us. You agree that we may change the Required Margin at any time to take account of market conditions. It is your responsibility to monitor such changes from time to time. Short Party means the party identified in the Confirmation as having notionally sold the Underlying Instrument. Specified Date means the future value date with reference to which that Contract was entered into. Terms means the terms and clauses governing the relationship between you and us, including these Terms, the Application Form and the Confirmations. Underlying Instrument means the instrument which we list as being available to underlie an Order or Contract being a unit of Currency. Underlying Instrument Price means the rate at which a single unit of the first Currency, the subject of the Contract, may be bought with or, as the case may be, sold in, units of the second Currency the subject of the Contract. morganstern, The Company, We, us, our means morganstern, a trade name of AntariLLa Management Inc. Company with number 221972, incorporated in the Republic Of Seychelles, whose registered office is Suite 1, second floor, Sound & Vision House , Francis Rachel str. Victoria, Mahe , Seychelles