Client Agreement
1 INTRODUCTION
1.1 Tradeslide Trading Tech Limited (company number 08061368) whose registered office is Acre House, 11-15 William Road, London NW1 3ER (TTT, we, us or our as appropriate) provides various services, more fully described in clause 2 below (each service referred as a Service in these terms and conditions, on and subject to the following terms and conditions, which with your duly completed account opening documentation in relation to a Service (Account Opening Form) form the agreement in relation to all dealings between us and you. We refer to your Account Opening Form and these terms and conditions as the Agreement. If you engage with us for more than one Service, then the relevant Account Opening Form and these terms and conditions form the relevant agreement in relation to each Service, and each such Agreement is separate from each other Agreement.
1.2 We are authorised and regulated by the Financial Conduct Authority (FCA) for the conduct of designated investment business in the UK (FCA Firm Reference Number 586466). The address of the FCA is 12 Endeavour Square, London, E20 1JN.
1.3 Unless we notify you otherwise, our contact details are:-
Acre House, 11-15 William Road, London NW1 3ER
E: info@darwinex.com
1.4 Where you have used our Website as a gateway to a third party broker through whom you will trade as an alternative to directly using the TTT Platform to undertake trading through our XO Service, this Agreement will continue to apply to the relationship between you and us, but the clauses in this Agreement which specifically relate to trading through our XO Service or the TTT Platform will not apply to any trading you undertake with that other broker; neither will any agreement you enter into with that third party broker apply to us, and we will not be responsible or liable for the acts or omissions of that third party broker.
1.5 You acknowledge that should you wish to become a Signal Provider, we may need to restrict the assets available for trading in your related IBLLC account. Details of any such restrictions related to different types of account will be published on our website.
1.6 We do not make any recommendation to you as to whether or not you should open an account with any third party broker whose services you can access through our Website. You should note that we receive commissions from third party brokers where you have opened an account with them through our Platform.
1.7 Where you do not sign this Agreement in writing, your electronic acceptance of the terms and conditions of this Agreement and/or your use or continued use of our Services will be taken as your consent and intention to be legally bound by this Agreement.
1.8 In relation to each Service for which you engage with is, this Agreement shall supersede any previous agreement, arrangement or understanding, whether written or oral, between us as to the basis on which we provide services to you. Our Services are provided subject to any disclosures or disclaimers found in this Agreement or on our Platform.
1.9 A current and definitive copy of these terms and conditions (as amended from time time) will be available to you on our Platform at all times.
1.10 You undertake (which is a type of contractually binding promise) to notify us immediately of any changes to any information you have provided, or that you will provide, to us in connection with this Agreement (including in relation to the Account Opening Form).
1.11 If you engage us to provide a Service together with one or more other persons (Joint Trading Account), you shall be jointly and severally liable for trading losses, fees or charges arising on that Joint Trading Account. This means, amongst other things, that any monies owed on the Joint Trading Account shall be payable in full by you or any one of the other Joint Trading Account holders and we will have no obligation to collect from any particular named holder, even if there is a written agreement between the Joint Trading Account holders. Additionally, we may (unless we have expressly agreed otherwise in writing) take instructions to trade from and/or pay any portion of the balance to you, or another named holder of the Joint Trading Account without prior notice to you, and we may give any notices or communications to either you or another named holder of the Joint Trading Account. Upon the death of a named holder of the Joint Trading Account we may provide notices to and take instructions from another named holder.
1.12 In entering into this Agreement you authorise us or any agent acting on our behalf to investigate your identity or credit standing and to contact such banks, financial institutions and credit agencies as we or they shall deem appropriate to verify such information. You further authorise us or any agent to investigate any current and/or past investment activity, and in connection therewith, to contact such banks, brokers and others as we shall deem appropriate.
1.13 We must complete all know your customer (KYC) checks and accept you as a client before you are entitled to use the Services, which may include us undertaking an appropriateness assessment in relation to an XO Service and a suitability assessment for Managed Services. We may refuse your application for any reason, and we are not obliged to provide you with any reason for doing so. We may obtain personal data from a third-party agent for the purposes of KYC and processing your application including the results of checks with credit reference and fraud prevention agencies (who may keep a record of the search) and other financial organisations.
1.14 Certain words and expressions appearing in this Agreement have been given particular meanings. Where capitalised words are not defined in the relevant clause, the definitions set out in clause 33 (Definitions) shall apply.
1.15 We will communicate with you in the English language and all transactions you enter into with or through us will be concluded in the English language.
1.16 Time will be of the essence in respect of your obligations under or in connection with this Agreement and any Trade. This means that times and dates specified in this Agreement or specified by us in relation to the performance of obligations under this Agreement are vital and mandatory. Any delay, reasonable or not, may be grounds for terminating any Trade or this Agreement.
1.17 Cancellation rights
You have a right to cancel this Agreement within 14 days of the day we receive the duly completed Account Opening Form from you. If you would like to cancel the Agreement please let your contact at TTT know or write to us at or email us at info@tradeslide.com.
The right to cancel the Agreement only relates to cancelling the Agreement itself. Cancellation will not affect your or our accrued rights, indemnities, existing commitments or any other contractual provision intended to survive termination of the Agreement.
If you cancel this Agreement and we have acted on your instructions in placing any orders, those orders will be completed before any cancellation takes effect. A cancellation of this Agreement will not operate to cancel any orders which have already been placed on your instructions.
2 SERVICES
There are a number of different Services we provide as follows:-
Execution-Only Service (XO)
2.1 Where you have selected the XO Service on your Account Opening Form, we will arrange and execute transactions in financial instruments including futures, equities, bonds, funds, commodities, foreign exchange contracts, contracts for differences and rolling spot forex contracts (Products) on your instructions.
2.2 When you place an order in relation to a Trade we will either be the counterparty for the relevant trade on a principal to principal basis with you or transmit orders to third party brokerage firms, dealing with you and that third party firm on a riskless principal basis or on the basis that we arrange the deal between you and that third party broker.
2.3 Where you select the XO Service, we solely provide an execution-only service which means we will not provide investment advice to you. You may not and must not regard either the information or any opinion expressed on our Website as advice or an offer to buy, sell or otherwise deal in a particular way.
2.4 You acknowledge and agree that you are capable of assessing the merits of and understand and accept the nature and risks of Trades entered into under this Agreement in relation to the XO Service, and that you do not and will not rely on advice from us in relation to the merits of any Trade.
2.5 When you decide to deal under the XO Service you must do so on the basis of your own research and decision and we will not assess the suitability of any Product you choose to buy. This means you do not have the benefit of certain protections under the FCA Rules in relation to the XO Service. An assessment of suitability takes into account an investor’s knowledge and experience, financial situation and investment objectives and applies only when a firm makes a personal recommendation or manages investments; we do not do this for you as we neither make personal recommendations nor manage investments for you under the XO Service.
2.6 If you are advised by a third party as to any action you should take or in relation to any Trade or strategy then we are not responsible for the provision of any such advice or the consequences arising from it.
Managed Services
2.7 Where you select one of our Managed Services on your Account Opening Form, you appoint us to be the manager of your Investments, and you delegate to us full authority, as your agent, to manage your Investments on your behalf and to make decisions as to which Investments to invest in and how much to invest.
2.8 We do not undertake to you that you will be fully invested at all times, and in particular, you should note that a portfolio of Investments may take some time to develop.
2.9 Prior to using any of our Managed Services, you must choose at least one Strategy against which we will undertake the Managed Service for you. We will not choose a Strategy for you and if you do not choose one we cannot provide a Managed Service to you. You may choose more than one Strategy and elect to have a certain proportion of the money we manage for you allocated against each Strategy you choose. All of our Managed Services must be considered high risk and when undertaking a suitability assessment in relation to you and your use of our Managed Services we undertake a suitability assessment to ascertain your risk appetite and manage the risk in your Investments with us to a risk suited to your risk appetite and capacity to bear loss. You should not invest more in a Managed Service than you can afford to lose, and it is vital to note that you may receive back less than you originally invested.
2.10 Our Managed Services do not seek to provide an ongoing revenue stream from dividends or other returns from Investments and if you need access to income from your investments or you cannot afford to have capital tied up in Investments within our Managed Services then you should not enter into an agreement with us for Managed Services.
2.11 While you may select one or more Strategies, you should note that the ultimate discretion in relation to your Investment lies with us.
2.12 We reserve the right to withdraw or cease any Strategy at any time. We will seek to notify you as soon as possible of our withdrawal of approval or cessation, but this may not be before any such withdrawal or cessation has taken place.
General
2.13 CFDs may be traded by you under our XO Service or by us under any of our Managed Services. CFDs are complex financial instruments and come with a high risk of losing money rapidly due to leverage, where used. We publish a risk warning stating the percentage of retail investor accounts losing money when spread betting or trading CFDs with us and this is available on our Website. You should consider whether you understand how CFDs work and whether you can afford to take the high risk of losing your money.
2.14 Certain of our Services may allow you to trade or be exposed to Fractional Shares. A Fractional Share is an instrument which does not amount to you holding a whole share and as such a Fractional Share is not capable of being traded on an Exchange. You should note that while your Investments are generally capable of being transferred to another broker, should you wish to terminate this Agreement, in the case of Fractional Shares that is not possible. In the event you chose to terminate this Agreement and transfer your Investments to another broker, you would have to sell any interest you have in a Fractional Share, and in doing so may incur an exposure to charges such as stamp duty or stamp duty reserve tax and would incur the associated dealing cost.
2.15 All transactions we arrange for you will be arranged in accordance with the terms of our order execution policy (Order Execution Policy) which is available on our Website. By entering into the Agreement you consent to the terms of the Order Execution Policy.
2.16 We reserve the right to modify, suspend or discontinue, temporarily or permanently, all or any of our Services (in whole or in part) with or without notice. You agree that we will not be responsible or liable to you or to any third party (for whom you may be acting) for any modification, suspension or discontinuance of any of our services.
3 YOUR TRADING ACCOUNT
3.1 You may be categorised as a Retail Client, Professional Client or an Eligible Counterparty. If we categorise you as a Professional Client or Eligible Counterparty you may lose the protection of certain FCA Rules, which we will inform you of.
3.2 In relation to the XO Service, to the extent that you are a Professional Client or Eligible Counterparty we are under no obligation to satisfy ourselves as to the appropriateness of any Trade, to monitor or advise upon its performance or, subject to FCA Rules, to make Margin Calls or to close out Trades. Any information supplied by or on our behalf should not (and will not be deemed to) be taken to constitute advice to you on the appropriateness, risks, merits or disadvantages of any specific Trade. We do not advise on the merits of transactions or their tax consequences. You accept that it is your responsibility to invest responsibly and as necessary seek suitable independent financial and tax advice before you trade.
3.3 In certain circumstances we will re-categorise you to another category of client and, in that event, will explain clearly why we are doing this and the effect this may have regarding your rights, in writing. You may also ask us to re-categorise you. However, if we consider that re- categorisation is inappropriate for you, you will not be re-categorised. We reserve the right to refuse to re-categorise you.
3.4 In relation to the XO Service, we may conduct an appropriateness assessment of your expertise and understanding of the risks associated with the financial product you have elected to Trade at any time and may, at our absolute discretion, reject or cancel an Order from you or terminate your use of the XO Service.
3.5 We accept no responsibility for any unauthorised use of your Trading Account and/or your password except as a result of our negligence, our wilful default, or our fraud. You must keep your password secure and confidential. You acknowledge and agree that we can rely on your username/account number and password to identify you and that you will not disclose these details to any person who is not duly authorised to act on your behalf. You are responsible for all activity under your login and password. At no time will our employees ask you for your password, and under no circumstances should you divulge it. If you become aware or suspect that your password has been unlawfully obtained by a third party, you must inform us immediately.
4 CONSENT TO ELECTRONIC COMMUNICATION
You consent to communications being made via electronic media. If you no longer wish to communicate via electronic media, you must notify us and revoke this consent in writing. If you do not wish to communicate via electronic media at all, you must inform us of your wishes when completing the Account Opening Form. Communications sent by electronic media shall be treated as satisfying any legal requirement that a communication should be signed and in writing, to the extent permitted by applicable law.
5 FEES AND CHARGES
5.1 You shall pay to us such fees and charges at such rates as are published on our Website or as otherwise notified by us to you from time to time (Published Fees).
5.2 Where we deal with you as a principal (ie we are the counterparty to your Trade) we may charge a mark up or mark down, which is the difference between the price of our principal position and the Trade execution price with you. Where we arrange a Trade with you with a third party broker we will charge a commission for that. Details of our spreads, commissions and fees can be viewed at Assets and Spreads for Trading - Darwinex.
5.3 Trades that are held after the close of the relevant Underlying Market are generally subject to a funding or finance charge or may be subject to a refund as appropriate which is incurred on each day that the relevant Trade is open and is levied as part of our end-of-day process. For markets other than FX, the charge or refund is calculated based on the total equivalent market value of each Trade held overnight and we will then charge or pay interest on this market value for each day the Trade is held open overnight. There will be a financing charge on FX Trades remaining open at 20:00 (London time) on any trading day that is made up of an administration charge and the relevant Tomorrow Next (Tom Next) charge we are charged by our liquidity provider.
5.4 When you open a Short Trade with us, we reserve the right to pass on to you any borrowing charges incurred by us, plus a reasonable mark-up when hedging our exposure to you under that Short Trade. If you do not pay any such charges, or if we are (or become) unable to borrow the relevant Underlying Market (and we give you notice to that effect), we may, at our absolute discretion, take one or more of the following steps:
5.4.1 close your Short Trade at such price as we reasonably believe to be appropriate; or
5.4.2 increase your Initial Margin Requirement.
5.5 You acknowledge and accept that the steps in clause 5.4 may result in you incurring a loss on the Short Trade and that you fully indemnify us against any fine, penalty, liability or other similar charge imposed on us for any reason by any Exchange, market maker, broker, agent or Regulatory Authority that relates in any way to opening or closing your Short Trade or any related transaction by us to hedge your Short Trade.
5.6 An Underlying Market may either not be borrowable from the outset, or our brokers or agents may recall the Underlying Market that we borrowed to hedge our exposure to your Short Trade. For the avoidance of doubt, your indemnity of us, as set out in clause 5.5, extends to any such stock recall or ‘buy-in’ costs imposed by any Exchange, market maker, broker, agent or central clearing party in relation to your Short Trade.
5.7 We will report to you on our costs and charges from time to time as required by Applicable Regulations or on written request by you.
5.8 If you deposit money to your Trading Account(s) or make Trades in a currency other than your Base Currency you should note the following:
5.8.1 If you make a Trade in a currency other than your Base Currency, it is possible to realise a profit or loss in that currency. As a result, you may find that you have multiple balances in different currencies.
5.8.2 The realised profit or loss from each Trade will automatically be converted to your Base Currency and posted to your Trading Account(s) in that Base Currency. We will also convert any non-Base Currency adjustments or charges to your Base Currency before such adjustments/charges are booked on your Trading Account, and we will convert any money received from you in a non-Base Currency into your Base Currency.
5.9 If you instruct us in writing to fund Margin from funds denominated in a currency other than the Base Currency, we will be authorised to convert those funds for Margin at a rate of exchange reasonably determined by us.
5.10 If you have requested to opt-out of sub-clause 5.8.1 and we have agreed that sub-clause 5.8.2 does not apply to one or more of your Trading Accounts, positive or negative trading balances and/or money standing to your credit in a non-Base Currency will be posted to your Trading Account and we will conduct recurring balance sweeps (for example on a daily, weekly or monthly basis) that will convert all non-Base Currency balances standing on your Trading Account to your Base Currency. Please note that depending on your account type, some of the sweep frequencies might not be available to you.
5.11 When we consider it reasonably necessary, or when instructed by you, we may convert positive and negative balances and/or money standing to your credit in a non-Base Currency into your Base currency, when there is no open Trade on your Trading Account.
5.12 Any currency conversion will be determined at the relevant exchange rate we make publicly available on our Website at that time. We will not be liable to you for any exchange rate loss suffered by you as a result of a currency conversion done at your instruction.
5.13 From time to time (example: in a monthly statement), we may provide information to you which presents your multicurrency balances in your Base Currency. This information is presented for illustration purposes only using the applicable prevailing exchange rate at that time and the balances will not have been converted to your Base Currency.
5.14 You acknowledge and agree that we may make or receive a fee, commission or non-monetary benefit to or from any other person in connection with our service to you. If this applies to any service we provide to you we will provide you with separate written information regarding such fee, commission or non-monetary benefit.
5.15 You acknowledge that other taxes or costs may exist that are not paid through, or imposed by, us. You are responsible for any such additional taxes or costs.
5.16 There may also be circumstances where we pass on additional charges (examples: borrowing costs or stamp duty or other taxes) which we might incur when hedging your Trade in an Underlying Market in a non-UK security.
5.17 All fees and charges shall be regarded as being due and payable immediately. In the event of late payment by you of any sum due under this Agreement, including Margin, overdue amounts shall bear interest at the rate of 2 per cent above the base rate of Barclays Bank plc.
6 CLIENT MONEY AND CLIENT ASSETS
6.1 If you have been categorised as a Retail Client (or if you have been categorised as a Professional Client or an Eligible Counterparty and we have agreed to segregate your funds) the following shall apply:
6.1.1 When you transfer money to us or money is paid to us on your behalf or is credited by us to your Trading Account, such money will be held in a segregated client money bank account at one or more approved financial institutions in accordance with the Client Money Rules.
6.1.2 We may hold client money in a client money bank account located outside the UK. The legal and regulatory regime applying to any such bank will be different from that of the UK and in the event of the insolvency or any other equivalent failure of that bank, your money may be treated differently from the treatment which would apply if the money was held with a bank in the UK.
6.1.3 We will exercise all reasonable due skill, care and diligence in the selection of any third- party holding money under paragraphs 6.1.1 and 6.1.2. We shall not be liable for the solvency, acts or omissions of any bank or other third-party holding money under paragraphs 6.1.1 or 6.1.2, except as a result of our negligence, fraud or wilful default.
6.2 Unless you notify us in writing or otherwise, we may pass on Client Money or allow another person, such as an exchange, a clearing house, or an intermediate broker, to hold or control Client Money where we transfer the Client Money:
6.2.1 for the purposes of a Trade for you through or with that person; or
6.2.2 to meet your obligations to provide collateral for a Trade (e.g., an Initial Margin Requirement for a derivative transaction).
6.3 You agree that we may discontinue treating any money held on your behalf as Client Money and release such money from the client money bank account if you have not traded in the previous six (6) years and we have not been able to contact you after making reasonable efforts. Any such money will remain owing to you, and we undertake to retain records of all such amounts.
6.4 If you have been categorised as a Professional Client, when we receive Cash from you, or from a third party on your behalf, and you will incur Obligations to us you agree that the full ownership of such Cash is transferred to us for the purpose of providing the Services and covering your Obligations and accordingly we will not hold such Cash in accordance with the Client Money Rules and you acknowledge that it is appropriate for Cash to be transferred to us in order that we may provide the Services to you. As such, you acknowledge that the Cash we receive from you or on your behalf under this clause 6.4 will not be segregated from our Cash, that we can deal with such Cash as our own and that you will not have a proprietary or (client money) trust claim over such Cash.
6.5 In the event of our default, you will rank as a general creditor of ours for return of such Cash. Cash transferred to us in accordance with clause 6.4 above will be recorded by us as a cash repayment obligation owed by us to you.
6.6 We will periodically review the appropriateness of application of clauses 6.4 to 6.8 to you and in the event that the Services we provide to you no longer require that Cash is transferred to us for the purpose of covering your Obligations, your Accounts and our Services to you will become subject to our the other terms and conditions set out in this Agreement.
6.7 In the event that the Cash held by us exceeds your Obligations the value of Cash in excess of your Obligations will be returned to you.
6.8 In the event that you have discharged all of your Obligations to us and no further Obligations will be incurred, and you or we have terminated this Agreement, any Cash held by us under this clause 6 will be returned to you.
6.9 If you have no Obligations to us, you may seek to terminate the provisions of clauses 6.4 to 6.8 without terminating the remaining provisions of this Agreement, then you should give written notice to us in accordance with the terms of clause 30 of this Agreement. If we accept your termination and have notified you of that in writing (“Our Notice”), and provided you have no Obligations to us, we will return Cash held by us to you as soon as practicable. On giving of our notice, Cash which is to be returned to you will be held subject to the Client Money Rules from the Business Day following the date of Our Notice.
6.10 If you have been categorised as an Eligible Counterparty you agree that we may without separate written agreement treat money which is transferred by you to us as a transfer of full ownership of money to us for the purpose of securing or covering your present, future, actual, contingent, or prospective obligations to us and that such money will not be held in accordance with the Client Money Rules.
6.11 You acknowledge and agree that you waive any entitlement (under the Client Money Rules or otherwise) to receive interest on any money that we hold for you.
6.12 Any client money unclaimed by you on a Trading Account which has been dormant for at least six (6) years may be paid away to a registered charity of our choice. Any such payments will only be made where permitted by law. Before making any such payments we will take reasonable steps to return the balance to you.
6.13 You agree that we may transfer client money to a third party as part of a transfer of all or part of our business in accordance with the Client Money Rules. Any sums transferred will be held in accordance with the Client Money Rules or, where this is not the case, we will exercise all due skill, care, and diligence in assessing whether adequate measures are in place to protect such sums.
6.14 We may hold client money in a qualifying money market fund in accordance with Applicable Regulation. Where we do so such money will not be held as client money but will be held as safe custody assets in accordance with Applicable Regulation. By accepting this Agreement, you explicitly consent that your client money may be held in such a fund unless you notify us otherwise in writing. Upon receipt of such notice from you, we will take steps to remove your money from any money market fund as soon as reasonably practicable, subject to any restrictions that apply to the withdrawal of money from the relevant fund.
6.15 Where you transfer funds to us, your monies will normally be cleared through a payment service provider within one to three (1-3) Business Days and your Trading Account will only be credited with those monies once those have unconditionally cleared into our account. Where we accept funds by cheque those will only be available for your Trading Account when funds represented by any cheque have unconditionally cleared into our account.
6.16 We may refuse to accept payment by a particular method and if so, we may require you to use alternative methods of payment.
6.17 We do not accept cash or payments from, or make any payments to, third parties or other client accounts unless agreed in writing in advance. Any such agreement will be at our discretion and under such terms as we may require from time to time. Funds deposited by way of transfer of monies between client accounts can only be carried out, with all due care, after signed written authority has been received from the paying client.
6.18 The lesser of (i) your Cash Balance, (ii) your Liquidation Value, or (iii) Trade Funds Available, will be paid to you according to your instructions, unless we are prevented from doing so by law. Please note that in some circumstances it may be necessary for you to provide additional documentation to prove the origin of your deposit and your ownership of the destination bank account or card to protect you and us against fraud. Any sums due to us in accordance with the terms of this Agreement may be set-off from your Trading Account(s) or any sums to be paid to you. As such, any payment made under this clause will be subject to the prior deduction of any sums due to us in accordance with the terms of this Agreement.
6.19 To make a withdrawal, you must submit a request either via our trading platforms, in writing or by email or in accordance with instructions displayed on our Website. Where possible all funds will be returned to the same account, or source, from which they were originally deposited. Charges may apply; please see our Website for up-to-date information on the applicable charges.
6.20 We will make reasonable efforts to give effect to your withdrawal instructions. Please note that while the funds remain in your Trading Account(s) they may impact upon your Maintenance Margin. You should ensure that you have sufficient funds in your Trading Account to always meet any Margin requirements.
6.21 Notwithstanding anything to the contrary in this Agreement, if there is a Force Majeure Event, a Disruption Event or we determine that a Hedging Disruption has occurred, or may occur, (including a Hedging Disruption which is a result of any actual or imminent delay, disruption, suspension, or reduction in any payment or settlement in respect of any transaction or asset we deem necessary to hedge our Trade price risk, whether such Hedging Disruption arises directly or indirectly from the failure of a hedging counterparty to perform its obligations or otherwise), then in these circumstance we shall not be obliged to make payments to you to the extent our ability to do so is restricted by these events and you will be liable to us for any increased costs or expenses resulting from any such Hedging Disruption (including any costs of unwinding, establishing or re-establishing a hedge) and we may upon notification of such costs to you deduct them from your Trading Account(s) or demand payment of such costs directly from you.
6.22 If you have a negative Cash Balance on your Trading Account(s), the full amount of such balance is due and payable to us immediately. If you are categorised as a Retail Client and if at any time you have a negative Cash Balance on your Trading Account(s), we will waive our right to claim the deficit and will set the account balance to zero if required by Applicable Regulation. Please note that this may take some days to happen. You should also note that this the write off of any negative Cash Balance only arises in specific circumstances, related to the trading of derivatives and similar instruments.
6.23 Where we (acting as your agent) appoint third-party Custodians to hold your Investments on your behalf, those Custodians are required to hold your Investments in accordance with the FCA Rules or the laws applicable to the jurisdiction in which the relevant Custodian operates. We will conduct reasonable investigations and make reasonable enquiries concerning the financial standing of your Custodians before we (acting as your agent) appoint them to hold your Investments, and will continue to use reasonable endeavours to monitor their financial standing and general conduct of their business for so long as they remain appointed by us. The decision as to which Custodians we may (as your agent) appoint for you, including changes to Custodians, will rest solely with us.
6.24 Client Assets held for you by Custodians will be held in accordance with the Custody Terms. The Custody Terms may permit a Custodian to hold Client Assets with a delegate in an omnibus client account and register all assets which it holds collectively in the same name for all of its clients, and therefore the individual entitlements of each client of the Custodian may not be identifiable by separate certificates or other physical documents of title. If the Custodian becomes insolvent, you will have a claim against the Custodian. If, however, in the event of its insolvency a Custodian does not hold sufficient securities to redeliver to each of its clients the full amount which it records in its books as held for each client, there is a risk that the shortfall in securities may be shared pro rata between all the clients concerned.
6.25 You agree that because of the nature of applicable laws or market practices in certain overseas jurisdictions, we may decide that it is in your best interest for your Instruments to be registered or recorded in our name or in the name of the person who is a Custodian for the purposes of the FCA Rules, and if it is not feasible for us to do this, then: (a) your Instruments may be registered or recorded in our name or that of the Custodian as the case may be; (b) your Instruments may not be segregated and separately identifiable from our investments or those of the Custodian in whose name your Instruments are registered; and (c) as a consequence, in the event of a failure, your Instruments may not be as well protected from claims made on behalf of our general creditors. You should note that when we arrange for a third party to hold your Instruments overseas there may be different settlement, legal and regulatory requirements than those applied in the UK.
7 ELECTRONIC SERVICES
7.1 Primarily you will conduct your Trades under the XO Service with us through an Electronic Service as promulgated on our Website.
7.2 Where an Electronic Service involves you placing Orders with or giving instructions which are to be carried out by us then unless we agree otherwise you acknowledge that:
7.2.1 where an instruction has been given, it shall be irrevocable, and we shall be under no obligation to take any steps to reverse it unless so required by law;
7.2.2 an Order will not be effective until you receive an onscreen confirmation of receipt thereof from us; and
7.2.3 there are inherent risks in using electronic communications such that the systems may fail, or they may not be secure and communications may be intercepted by unauthorised parties or may not reach their intended destination or may do so much later than intended for reasons outside our control.
7.3 We will use commercially reasonable efforts to ensure that our Electronic Service can be accessed by you for use in accordance with this Agreement. Subject to us giving no undertaking, representation, or warranty that any Electronic Service will be available or accessible to you at all times.
7.4 You understand that there is no trading system free from the risk of loss. We do not imply or guarantee that you will make a profit. You should not trade with us unless you understand the trading system you are using and the extent of your exposure to risk. If you are unsure about your use of a trading system you should not trade. If you require any further information in relation to one of our trading systems, please let us know immediately by contacting info@tradeslide.com.
7.5 We may, at our discretion, suspend any Electronic Service with or without notice for any reason, including but not limited to carrying out routine maintenance, repair, or development. We will not be liable if access to any Electronic Service is prevented or interrupted or otherwise unavailable due to a Force Majeure Event and/or because of any suspension pursuant to this Agreement, except as a result of our wilful default, fraud or negligence. We give no warranty regarding the whole or any part of our trading platforms, Website or any systems or network links or any other means of communication or their suitability for any equipment and device used by you for any particular purpose, except as a result of our wilful default, fraud or negligence. We will have no liability to you in relation to any loss or consequential or otherwise, cost or damage that you suffer as a result of any delay or defect in or failure of the whole or any part of our trading platforms, Website or any systems or network links or any other means of communication. We will have no liability to you, whether in contract or in tort (including negligence) if any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via websites, if we have taken reasonable steps to prevent any such introduction.
7.6 Unless telephone trading services are offered and agreed by us, you must ordinarily trade online via our Website or mobile trading platforms. If you cannot close an open Trade due to technical difficulties with the trading platform, you may close such Trade by telephone (see clause 7.11 (System Failure) below).
7.7 You are responsible for ensuring that your information technology system is compatible with ours and meets our minimum system requirements. The minimum system requirements are as set out on our Website and updated from time to time.
7.8 Unless otherwise indicated or agreed, any prices shown via any Electronic Service are indicative at the time shown and based on data which is subject to constant change. The execution price is that price which is confirmed to you at the time of execution. If an order entry is made using the Electronic Services by mistake or does not reflect the intended transaction (an ‘erroneous order’) then you shall be responsible for amending or cancelling such orders as necessary and for closing any resultant positions subject to our rights in this Agreement.
7.9 We reserve the right, unilaterally and with immediate effect (at any time, with or without cause or prior notice), to limit your use of the Electronic Services, to change the nature, composition or availability of any Electronic Services, to apply pre-execution trading controls, to set any other trading limits to any Electronic Services, or to suspend your Trading Account. In the absence of wilful misconduct or fraud by us we will not be liable to you for any Losses claim, demand or expense incurred to you in connection with us exercising our rights under this clause 7.9.
7.10 Certain Electronic Services information may be provided by third parties. If any of the Electronic Services information ceases to be furnished by any third-party vendors in a manner which is compatible with the Electronic Services, we may remove as much Electronic Services information as is affected, without advance notice, without incurring any liability to you, and without any change to any of your payment or other obligations. Further, we may modify, amend, alter, update, supplement or replace the Electronic Services software (which, among other things, determines the functionality and appearance of some or all the Electronic Services features) from time to time, in whole or in part, without any notice (except for material changes to functionality as reasonably practicable), without incurring any liability to you, and without any change to any of your payment or other obligations. You acknowledge and agree that your use of the Electronic Services after any modification, amendment, alteration, update, supplement, or replacement shall constitute your acceptance of such modification, amendment, alteration, update, supplement or replacement
7.11 If any trading platform or related system failure should occur that makes trading impractical, all new trading will be suspended. All open Trades will remain open until the close of the relevant Underlying Market; however, while systems are down, no Stop Loss Order or Limit Order may be executed. We are not responsible for any additional trading loss suffered due to a Stop Loss Order or a Limit Order not being duly executed because of a systems failure, except as a result of our wilful default or fraud. You remain liable for any open Trades until confirmation is issued that they have been closed. In the event of a system failure, you may close Trades via telephone. Please note that during periods of high volatility in Underlying Markets we may experience unusually high telephone call volumes and where Electronic Services or telephony is interrupted you may not be able to get through. In such circumstances we will use commercially reasonable efforts to answer your call as quickly as possible but will not be liable to you for any trading loss due to delay, except as a result of our fraud or wilful default.
8 TRADING
8.1 The provisions of this clause 8, in addition to all other provisions of this Agreement, will apply to each Trade placed by you with us. You are trading on the price of a financial instrument (example: a share) and will not be entitled to the delivery of, or be required to deliver, the underlying financial instrument, nor will you be entitled to ownership or any other interest unless otherwise agreed by us in writing.
8.2 You may place Trades via the trading platform only and we do not offer a telephone trading function. We accept no liability for instructions sent to TTT electronically (example: by SMS, email or other instant messaging services) and are under no obligation to act on such instructions unless you have obtained prior written permission from us.
8.3 Any Order which is provided to us by means other than via the trading platform (i.e., by telephone, email or other instant messaging service) will not be deemed accepted by us until you have received verbal or written confirmation by one of our representatives that your Order has been worked in the market.
8.4 When trading on the TTT Platform you may not hold opposing Trades (or positions) in the same Product, in the same account, for the same expiry date. For example, you may not open one (1) 'buy' Trade and then open one (1) 'sell' Trade in the same Underlying Market. Should you seek to do so, depending on the platform, the earlier Trade may be automatically closed and a profit or loss may be realised.
8.5 You acknowledge that we can accept and execute Orders only if actually received or generated and then on a ‘not held’ basis (i.e., we shall not be held responsible for the execution of the Order at the price indicated or otherwise).
8.6 Each Trade opened by you will be binding on you, notwithstanding that by opening the Trade you may not have had the Initial Margin Requirement in your Trading Account or have exceeded any credit or other limit applicable to you in respect of your dealing with us.
8.7 You acknowledge and agree that Trades are speculative instruments, and you will not enter into any Trades with us in connection with any Corporate Finance Activity or which, if we were to choose to hedge our exposure to you in respect of any such Trade in whole or part, would constitute a Corporate Finance Activity.
8.8 If you are a legal entity, our Trades with you may need to be reported under the European Regulation on OTC Derivatives, Central Counterparties and Trade Repositories (648/2012) (also known as EMIR) or under EMIR as it is transposed into UK Law by the European Union (Withdrawal) Act 2018, also known as UK EMIR. If they are required to be reported, we will generate the unique trade identifier in relation to each relevant Transaction. For this information, please contact info@tradeslide.com.
8.9 To the extent you are a MiFID investment firm and are required to do so, we will not transaction report on your behalf unless otherwise agreed.
9 MARKET DATA
9.1 With respect to any market data or other information that we or any third party service provider provide to you in connection with your use of the Electronic Services, (a) we and any such provider are not responsible or liable if any such data or information is inaccurate or incomplete in any respect, (b) we and any such provider are not responsible or liable for any actions that you take or do not take based on such data or information, (c) you will use such data or information solely for the purposes set out in this Agreement, (d) such data or information is proprietary to us and any such provider and you will not retransmit, redistribute, publish, disclose or display in whole or in part such data or information to third parties except as required by Applicable Regulations, (e) you will use such data or information solely in compliance with Applicable Regulations, and (f) you will pay such market data costs (if applicable) associated with your use of the Electronic Services as we inform you from time to time. In respect of exchange data that you elect to receive via the Electronic Service, you hereby agree to any terms and conditions relating to the redistribution and use of such data as set out on our Website on the exchange permissions page.
9.2 You take sole responsibility for any third-party applications that you use in conjunction with your Trading Account(s).
9.3 It is your sole responsibility to conduct due diligence on the respective software programs you use and determine for yourself whether the software is right for you. If you are unable to make that determination yourself, you should seek independent advice from a professional advisor. We will not be able to give you any advice on the selection or use of any interface or other third-party software or hardware. If you decide to install or use an Expert Advisor, Script, or Indicator you do so at your own risk. We shall not be responsible in any way whatsoever in respect of decisions, Orders, Trades or signals generated by the use of Automatic Trading Tools, your use of such tools or any resulting trading loss.
9.4 Please note that an Automatic Trading Tool may generate a high number of trades and at times leverage your Trading Account to the maximum possible exposure to a Market given your available funds. It is your sole responsibility to monitor these Orders and Trades and to always maintain sufficient Trade Funds Available in your Trading Account.
9.5 If an Automatic Trading Tool is creating high volumes of Trades, pending Orders or Order amendments that we believe is impacting on the performance of our servers and systems then we may, in our sole discretion, disable the Automatic Trading Tool function of your Trading Account. In normal circumstances we will use reasonable efforts to notify you of our intention to suspend your Trading Account. Additionally, please see our Overloading Policy at clause 14.4 Orders) below.
9.6 As a default for your Trading Account, the use of any Automatic Trading Tool is prohibited without our prior written consent. Whether or not we give consent will depend on a number of features, including our conducting of due diligence of any such tool. Whether we give consent or not for the use of any Automatic Trading Tool is at our absolute discretion. Please note that even if we do give consent to the use of any Automatic Trading Tool, we reserve the right, in our sole discretion, to restrict, ban or otherwise prohibit the use of any particular Automatic Trading Tool or to disable your Trading Account for all Automatic Trading Tools.
9.7 We offer Trades in a variety of financial contracts of all kinds, including, but not limited to, single shares, single share indices, index futures, bond indices and futures, commodities, foreign exchange rates, foreign exchange futures, and options on any of these instruments.
9.8 Where required by Applicable Regulations, we will provide you with certain disclosure documents, including a "Key Investor Information Document" (also known as a KIID) as updated from time to time. A KIID is a two-page, fact-sheet style, document that includes important information about our Products. The contents of these disclosure documents, including any KIID(s), do not form part of our Agreement with you.
We list on our Website via the ‘Legal’ link information about our Products and will provide you from time to time with KIIDs for each type of Product, where those are required by Applicable Regulations; please take some time to familiarise yourself with these documents before placing Trades. The KIIDs include information on the Expiry Date, margin requirement and the hours of trading. Please read the contents of the KIID and online information thoroughly before you submit your first Trade of that type. If you are unsure about any of the content of the KIID or online information you should not trade. If you require any further information in relation to the KIID or online information, please immediately contact us at compliance@tradeslide.com.
10 OUR PRICING
10.1 While in respect of most Trades we charge a dealing commission, from time to time we may maintain a Bid Offer Spread between the price at which we buy and the price at which we sell in each market upon which the relevant contracts are based. The Bid Offer Spread varies between markets and can be changed by us at any time. The Bid Offer Spread and the prices are determined solely by us at our complete discretion.
10.2 Prices quoted by us are derived by reference to the price of the Underlying Market which is quoted by an Exchange, a liquidity provider or other third-party market maker that we have selected at our discretion. The prices quoted by us may be different than the price of an Underlying Market as quoted by other parties.
10.3 Prices quoted are subject to confirmation by us. We will exercise all due care and skill in the preparation of the on-screen price but, due to the nature and speed of movements in the Underlying Market, the price indicated may not necessarily be the exact price available to open or close a Trade. We will not be liable for any Losses or costs which you may incur as a result of not being able to open or close a Trade at a particular on-screen price due to, but not limited to, Negative Slippage, except as a result of our fraud or wilful default.
10.4 Due to the potential for computer or other errors, we may take any reasonable step as set out in clause 10.5 below for any Trades executed at prices which are the result of any error, omission or misquote (whether by us or any third party) which is manifest or palpable, including a misquote by us taking into account the current market and currently advertised prices (examples: the wrong price or market or any error or lack of clarity of any information, source or commentator), or is otherwise clearly at odds with the fair market price (Manifest Error).
10.5 If a Trade is based on a Manifest Error, we may, acting reasonably and in good faith:
10.5.1 void the Trade (i.e., treat the Trade as if the Trade had never taken place);
10.5.2 close the Trade on the basis of our then current prices; or
10.5.3 amend the Trade, so that it is as it would have been if the Order were to have been executed in the absence of the Manifest Error.
10.6 We can exercise the above rights even if you have entered (or refrained from entering) into arrangements with third parties relating to the relevant Trade and even if you may suffer a trading loss as a result. In the absence of wilful misconduct or fraud by us we will not be liable to you for any Losses, cost, claim, demand, or expense following a Manifest Error.
10.7 If a Manifest Error has occurred and we choose to exercise our rights under clause 10.5 above, and if you have received any amount from us in connection with the Manifest Error, you agree that such amount is due and payable to us and you agree to return such amount in full to us without delay.
10.8 Depending on the products, trades may only be closed during our normal trading hours. When a Trade is closed, any trading loss will be debited (deducted) from your Cash Balance and any profits will be credited (added) to your Cash Balance.
10.9 Trades can generally be closed out by you at any time during the relevant opening hours of the Market and, where applicable, before the Expiry Date and time of the relevant Trade on the price quoted from time to time by us.
10.10 Without prejudice to any other rights that we may have under this Agreement, if your Trade has not been closed by the relevant Expiry Date, we may close (settle) it at the applicable official quotation or value or, if there is no formal Underlying Market, at such other relevant price, taking into account any Bid Offer Spread applied by us in such circumstances.
10.11 Any funds shown as Liquidation Value in your Trading Account at closure will, on your request, be returned to you in accordance with clause 6 (Client Money).
11 ROLLING OVER AND EXPIRY OF TRADES
11.1 In exceptional circumstances we may require an Expiring Trade to Roll Over (example: where we are unable to close out our related hedging trade). We retain the right to charge you for the Roll Over.
11.2 In the case of futures contracts, all transactions will be automatically rolled over into the next period unless you opt out of this by contacting us at info@tradeslide.com. We also retain the ability to terminate any futures contract where it deems that the terms of such contract have been breached.
NON-EXPIRING TRADES
11.3 Non-Expiring Trades may be closed by us where we deem it necessary (examples: in a Force Majeure Event or where the cost of financing the Trade has used more than your Trade Funds Available). When Trades are closed by us, the price will be at the full commission quoted by us at that time or at a price that in our opinion fairly reflects the price at that time.
11.4 These Trades will remain open so long as you have funding available to support the minimum Margin for each Market. We reserve the right to move Stop Loss Order prices on any open Trade so that you remain in a positive available funds position. Should you be unable to support any Trade due to the ongoing cost of the daily financing charge (and the constraints of the minimum margin) we reserve the right to close part or all of any Trade sufficient to bring you into a positive available funds position.
11.5 Any Order attached to such a Trade remains attached to the Trade until the expiry of the Order, closure of the Trade or cancellation of the Order. All other terms and conditions of this Agreement apply to Non-Expiring Trades.
12 MARKET DISRUPTION
12.1 For the purposes of this Agreement, a “Disruption Event” is the occurrence of any of the following circumstances or events:
12.1.1 the Underlying Market related to the Market you are trading in or the Exchange on which the Underlying Market trades, whether directly or indirectly (example: on a future of or option on such Underlying Market), is the subject of a takeover offer or a merger offer; or the issuer of such Underlying Market or operator of Exchange has entered into or is the subject of insolvency or liquidation proceedings (or any Insolvency Event has occurred in relation to such issuer or operator); or
12.1.2 any event which disrupts the trading of the underlying security or trading on the Exchange including the suspension of or limitation of trading by reason of movements in price exceeding limits permitted by the relevant Exchange, or of regulatory or other intervention, or early closure of the Exchange or otherwise, and/or any other event causing market disruption, and which is a material disruption.
12.2 If we in our sole and absolute discretion determine that a Disruption Event has occurred on any day on which an Exchange is scheduled to be open for its regular trading session, then such day shall be a “Disrupted Day”.
12.3 If a Disrupted Day occurs, we may in our absolute discretion, with or without notice to you, (and without prejudice to any other rights and remedies we may otherwise have under this Agreement or at law) take the following steps with respect to Trades that are affected by the Disruption Event:
12.3.1 suspend trading in the Market;
12.3.2 close any or all open Trades, refuse to place any Trades, cancel any Orders and fill any Orders in each case at such price as we may consider in good faith to be appropriate in all the circumstances;
12.3.3 in the event of suspension of, or another Disruption Event relating to, the Underlying Market, we reserve the right to, but are not obligated to, value the relevant Trade at zero (0);
12.3.4 suspend or modify the application of any terms of this Agreement to the extent that it is impossible or not reasonably practicable for us to comply with them;
12.3.5 immediately require payment of any Maintenance Margin and/or any other amounts owed by you to us; or
12.3.6 take or omit to take all such other actions as we deem appropriate in the circumstances, and we will not be liable to you for any Losses arising for any reason, except as a result of our negligence, wilful default or fraud.
12.4 If trading is suspended or any of the Services are otherwise partly or fully unavailable, we will seek to inform you as soon as practicable and generally through notification on our Website.
12.5 Any Trade closed by us pursuant to clause 12.3 will be closed on the basis of our current price for the relevant Market.
12.6 We will not be liable for any Loss suffered by you as a result of the suspension of trading or any Service (or any delay in notifying you) as described in this clause 12, except as a result of our fraud or wilful default.
13 IMPROPER ACTIVITY
13.1 You agree and undertake to use our Services in good faith by observing recognised standards of market conduct. This means you will not take unfair advantage of our Services by trading in an abusive manner (for example, by using any electronic device, software, algorithm, server or any dealing strategy that aims to manipulate or take unfair advantage of our Services, exploiting a fault, loophole or error in our software, system, TTT Platform, by collusion, using a trading strategy designed to return profits by taking advantage of internet latencies, delayed prices or through high volumes of transactions targeting tick fluctuations rather than movements reflecting the correct underlying prices, or by any other means).
13.2 Any improper activity under clause 13.1 is considered a breach of this Agreement. We may, acting reasonably and in good faith and in our sole discretion:
13.2.1 immediately terminate all of your Trading Accounts and your access to our servers;
13.2.2 void any Trade (i.e., treat the Trade as if the Trade had never taken place) which was part of any improper activity;
13.2.3 close any Trade on the basis of our then current prices which was part of any improper activity;
13.2.4 amend any Trade, so that it is as it would have been if the Order was executed in the absence of the improper activity.
13.3 We can exercise the above rights even if you have entered (or refrained from entering) into arrangements with third parties relating to the relevant Trade and even if you may suffer a trading loss as a result.
13.4 We reserve the right, in our sole discretion, to change your underlying liquidity feed to another provider to protect against improper activity. Such a change may result in variable spreads being applied to markets you trade. If the liquidity feed is changed, we shall have no requirement to notify you or give you prior warning of the change. We shall not be obligated to change the liquidity feed and may take any other action permitted by Applicable Regulations.
14 ORDERS
14.1 We offer a range of different Orders to open and close Trades. We may act as a counterparty or transmit your order to a third party and we will take all reasonable steps to obtain, when executing, the best possible results for you. Order execution may vary depending on the trading platform. For more information on types of and execution of orders please refer to our Order Execution Policy available on our Website. If you do not understand the features of an Order, you should not proceed. If you require any further information about the features of an Order or have any questions, please contact us immediately at info@tradeslide.com.
14.2 We may, at our absolute discretion, accept or reject an Order from you. We may cancel any Order previously given by you provided that we have not acted on your Order. Acceptance of an Order does not commit us to execute the Order. We will not be obliged to execute an Order if, at the time the Order would otherwise be executable, there is insufficient Trade Funds Available in your Trading Account.
We may refuse your Order without providing a reason for this decision and shall not be held liable for any Losses, consequential or otherwise, cost or damage to you or any other third party.
14.3 There may be circumstances, such as a Corporate Action on a particular share or index, where your Order becomes unreasonable to act on. In such circumstances we have the right to cancel or amend your Order and we shall not be liable to you as a result of such action, except as a result of our negligence, fraud or wilful default.
14.4 Overloading Policy – If we identify high volumes of pending or Market Orders are being placed on your Trading Account(s) and that you have insufficient funds in your Trading Account(s) to cover the margin required if those Orders were executed, we reserve the right to immediately suspend trading on all your Trading Accounts as we consider this to be improper activity. We will make reasonable efforts to notify you of our intention to suspend your Trading Account(s) but will not be liable to you for failing to do so, except as a result of our negligence, fraud or wilful default. If we, in our sole discretion, determine that this improper activity has been intentional we reserve the right to immediately terminate all your Trading Accounts.
15 MARGIN REQUIREMENTS
15.1 The Initial Margin Requirement shall be paid by you before you open each Trade, and we reserve the right to reject any Order or Trade where the Initial Margin Requirement has not been received by us. You acknowledge that the amount of Initial Margin Requirement does not indicate or in any way limit your potential trading loss.
15.2 Once a Trade has been opened you may be required to post additional amounts called Maintenance Margin during the term of the Trade. It is your responsibility to ensure that all necessary Margin payments are made promptly.
15.3 Depending on the trading platform a Stop Loss Order may be automatically placed on a Trade if your Trading Account does not have sufficient Trade Funds Available for the Initial Margin Requirement of that Trade (Note: This Order will not be a Guaranteed Stop). If this occurs, you will receive the details of any Stop Loss Order placed in your online Trade confirmation details. You will be able to change the price of this Order or cancel this Order as long as your Trading Account continues to have positive Trade Funds Available. If you attempt to place an Order for any Trade which requires a Stop Loss Order, and do not have sufficient Trade Funds Available to allow the necessary Stop Loss Order to be placed, your attempted Trade will be rejected.
15.4 In our sole discretion we may increase or decrease the amount of Initial Margin Requirement or other Margin we require from you on your open Trades. We will make reasonable efforts to notify you of any such increase in Initial Margin or other Margin rates. Examples of such circumstances include, but are not limited to:
15.4.1 a change in the conditions of the Underlying Market such as volatility or illiquidity in the financial markets more generally; or
15.4.2 a change in your circumstances as communicated by you to TTT which we believe is relevant to your financial means.
15.5 In calculating any Margin required from you we may, at our discretion, have regard to your Trades (positions) held with us which may result in a reduction in the amount of Margin required of you.
15.6 We will only accept money (in the methods described in clause 6 (Client Money) or as otherwise notified to you) and we will not, under any circumstances, accept any securities or any other assets as payment of Margin.
16 MARGIN CALLS
16.1 It is your responsibility to ensure that you are always aware of the status of your Trading Account(s) and monitor your Trades to ensure you have sufficient Trade Funds Available on your Trading Account(s) to maintain your Trades or continue trading.
16.2 If your Trade Funds Available balance is below zero (0) or we reasonably believe that a fall below zero is imminent regardless of whether or not prior Margin Calls have been issued, we may in our sole discretion close or terminate open Trade(s) on your Trading Account without notice to you immediately. Where you receive a Margin Call you must provide Maintenance Margin immediately to bring your Trade Funds Available balance to zero (0) or above unless we expressly agree with you otherwise (example: if we reduce or waive all or any part of an Initial Margin Requirement or Maintenance Margin. Note: Any such waiver or reduction must be agreed in writing by us and, unless expressly stated otherwise, will only apply to the specified Margin Call and may be revoked by us upon notice to you. Any such agreement does not limit or restrict our rights to seek further Margin from you in respect of a Trade at any time thereafter.)
16.3 We accept no obligation to make Margin Calls within any specific time period or at all and any Margin Call made when your Trade Funds Available balance is below zero, without closing your Trading Account or liquidating your positions, shall not be deemed a precedent or representation with respect to any practice for making future Margin Calls. Any failure or delay on our part to make any Margin Call at any time will not operate as a waiver of any of our rights or remedies under or in connection with this Agreement, whether in respect of such Margin Call or otherwise.
16.4 Notwithstanding the foregoing we may inform you of a Margin Call orally, electronically or in writing. You must notify us immediately of any short- or long-term changes to your contact details to ensure you can be notified of any Margin Call.
16.5 We are entitled to request funds to cover a Margin Call at any time. A Margin Call will be deemed to have been made by us if we have used reasonable efforts to make contact using the contact details you have provided but have been unable to do so within the time period we stipulate in our sole discretion. Please be aware that we may require the deposit of Margin funds within a matter of minutes depending on the circumstances (including, but not limited to, the Market and/or size of your Trade).
16.6 If you do not have sufficient Trade Funds Available or a Margin Call is not met by you (in the form of cleared funds in Pounds Sterling or any other currency that we have agreed to receive) in accordance with this clause 16, depending on the trading platform we may in our discretion:
16.6.1 close out any or all (in whole or in part) of your open Trades;
16.6.2 exercise our rights of set off and netting under this Agreement; or
16.6.3 close all of your Trading Accounts and not open any further Trades for you.
16.7 Once the Margin Call has been satisfied - whether by the closure of one or more Trades or by the deposit of funds and you wish to open additional Trades, the Initial Margin Requirement for any new trade must be covered in full.
16.8 We will not be liable for any Losses suffered as a result of exercising our rights under this clause 16, except as a result of our negligence, fraud or wilful default. Any funds that you deposit or are required to deposit by way of Margin do not limit your liability to us under this Agreement or otherwise under law. Details of any credit arrangement that we may make available to you will be subject to such terms, conditions and limits as may be agreed with you in writing. We reserve the right to alter any credit arrangements agreed with you at any time. You acknowledge that when you deal with us on credit, neither any limit set on your Trading Account nor any amount of Margin you have paid puts any limit on your potential loss in respect of a Trade. You acknowledge and agree that your financial liability to us may exceed the level of any credit or other limit placed on your Trading Account.
16.9 Where margin close-out rules are imposed by the relevant laws and regulations, we will apply the relevant rules. Information can be obtained from our customer service.
17 NETTING POSITIONS
17.1 All Trades and transactions between you and us in respect of your Trading Account(s) are entered into in reliance on the fact that this Agreement and all Trades and transactions form a single agreement between the parties, and that we would not otherwise enter into any Trades and transactions with you.
17.2 If we have exercised our rights under this Agreement to close your open Trades and/or to close your Trading Account, we may:
17.2.1 combine and consolidate your Trading Account with any or all other Trading Accounts held in your name with us, even if any of those Trading Accounts have been closed; and
17.2.2 set-off against each other the amounts referred to in sub-clauses (a) and (b) below:
(a) your Trade Funds Available (if a credit balance), profits on open Trades and any sums due to you from us of whatever nature and whenever payable; and
(b) your Trade Funds Available (if a debit balance), any outstanding Margin Call, losses on open Trades and any losses or other sums due to us from you of whatever nature and whenever payable.
17.3 You may require us to exercise the provisions of this clause 17 if all your Trades have been closed.
17.4 If we exercise any of our rights under this clause 17, all payment obligations will be consolidated into one obligation for you to pay a net sum to us (as we may direct), or for us to pay a net sum to you.
18 CORPORATE ACTIONS, DIVIDENDS AND OTHER SITUATIONS
18.1 For the purposes of this clause 18 and subclause 28.5 (Indemnity and Liability) below, "Underlying Market" shall include for these purposes (i) our interest or position in the Underlying Market if we choose to hedge (whether in whole or in part) our exposure to you in respect of your Trade or Order and also (ii) the Underlying Market generally.
18.2 If a Corporate Action takes place that affects or may enable others to affect an Underlying Market in respect of any Trades or Orders you have in the Market and consequently our Market, we may make a fair and appropriate retrospective adjustment to any open Trades or Orders you have in the Market, which we consider, acting reasonably and in good faith, reflects as close as possible the economic impact of the Corporate Action itself or actions taken by others in consequence of that Corporate Action, as if you were a holder of any of our interest or position at 18.1(i) (example: closing and opening new Trades and/or making adjustments to your Trading Account).
18.3 For the purposes of this clause 18 and subclause 28.5 (Indemnity and Liability) below, "Corporate Action" shall include but not be limited to any mandatory or voluntary corporate action, assimilation, acquisition, bankruptcy, bonus issue, bonus rights, cash or other dividend, class action, conversion, delisting, de-merger, dilution, exercise of warrants, general announcement, initial public offering, liquidation, mandatory exchange, mandatory conversion, merger, open offer, par value change, ‘poison pill’, rights issue, scheme of arrangement, scrip dividend, scrip issue, special dividend, spin-off, stock dividend, stock split, other event, redemption, return of capital, reverse stock split, takeover, cash stock option, merger with elections, spin-off with elections, AGM/EGM – proxy voting on shareholders meetings, buy-back programme/repurchase offer, dividend reinvestment plan, Dutch auction, odd lot tender, rights auction, rights issue, subscription offer, takeover, tender offer or, voluntary exchange or voluntary optional conversion.
18.4 In the event that a Corporate Action provides the holder of the Underlying Market with a choice (example: to choose between receiving shares or cash) we will, where practicable, give that choice to you but will not be liable for any Loss should we make the choice in the absence of instruction from you, except as a result of our negligence, fraud, or wilful default.
18.5 We will make any relevant adjustments to your Trades with respect to a Corporate Action as soon as reasonably practical for us to do so.
18.6 We will not transfer voting rights relating to an Underlying Market to you or otherwise allow you to influence the exercise of voting rights held by or on behalf of us.
18.7 Some of our prices do not take into account any dividend events that may take place on that market (examples: a CFD on an individual share). If a dividend event takes place on such a Market, and you have an open Trade in that Market on the ex-dividend date, we will make an adjustment to your Trading Account to appropriately reflect the dividend event. If you have a Long Trade, then a credit will be made to your Trading Account. If you have a Short Trade, then a debit will be taken from your Trading Account. Any dividend adjustment we make may reflect the dividend adjustment made to our hedged position by our hedging partners.
18.8 Some Markets we make contain a dividend element which is forecasted by us. In the event that the declared dividend is unusually large, small, or cancelled or the ex-dividend date differs from our forecasted ex-dividend date we reserve the right to make an adjustment to the opening price of a Trade to reflect such differences, provided any such adjustment must be fair and reasonable.
18.9 If you have a Guaranteed Stop on a Trade in an Underlying Market that becomes subject to a dividend adjustment, we reserve the right to amend the Guaranteed Stop price by the size of the dividend adjustment.
18.10 If an Underlying Market becomes suspended, we reserve the right to margin all associated Trades at one hundred percent (100%) and value the market appropriately. This may mean your Trade being either valued at zero (0) or at the last price held in our Market at the time of the suspension.
18.11 If an Underlying Market becomes delisted, we reserve the right to close all Trades associated with that Market at zero (0).
18.12 In the event that (i) a situation arises in relation to your Trade or Order, and/or (ii) if we choose to hedge (whether whole or in part) our exposure to you in respect of your Trade or Order in the Underlying Market (as defined in clause 18.1 above), in respect of that Trade or Order, that is in either case not covered under this Agreement then we may in our discretion resolve the matter acting in good faith and where appropriate by taking such action and making such adjustments as are consistent with market practice and/or paying due regard to the treatment we receive from the exchange, the market, market maker, broker or agent in relation to hedging our exposure to your Trade or Order or otherwise.
19 MARKET CONDUCT AND OTHER REGULATORY REQUIREMENTS
19.1 We may hedge our exposure to you by opening analogous positions with other institutions. The result is that, when you Trade with us, such Trades or Orders can, through our hedging, exert a distorting influence on the Underlying Market in addition to the impact that it might have on our prices.
19.2 In addition to your representations and warranties made elsewhere in this Agreement, each time you open or close a Trade, you represent and warrant to us that:
19.2.1 you will not place and have not placed a Trade or Order with us relating to a particular Underlying Market if to do so would result in:
(a) you, or others with whom you are or may reasonably be regarded as, acting in concert; and/or
(b) if and to the extent that we choose to hedge (whether in part or whole) our exposure to you in respect of the Trade or Order, us having an exposure to that Underlying Market which is equal to or exceeds the amount of a declarable interest in the relevant company. For this purpose, the level of a declarable interest will be the prevailing level at the material time, set by law, rule or regulation or by the Exchange(s) upon which the Underlying Market is listed;
19.2.2 (b) you will not place and have not placed a Trade or Order with us in connection with a placing, issue, distribution or other analogous event, or an offer, takeover, merger or other analogous event in which you are involved or otherwise interested including any Trade which, if we chose to hedge (whether in part or in whole) our exposure to you in relation to that Trade, would involve us in any such placing, issue, distribution or other analogous event, or an offer, takeover, merger or other analogous event in which you are involved or otherwise interested;
19.2.3 where you have an economic interest in the underlying instrument of a Trade you must disclose your interest where required by the relevant laws and regulations;
19.2.4 you will not place and have not placed a Trade or Order that contravenes any law, rule or regulation against insider dealing or market abuse including any Trade or Order which, if we choose to hedge (in part or whole) our exposure to you in relation to that Trade or Order, would constitute or involve us in any contravention of any law, rule etc. or regulation against insider dealing or market abuse. For the purposes of this clause 19 you agree that we may proceed on the basis that, when you open or close a Trade or Order with us in a Market, you may be treated as dealing in securities within the meaning of Part V of the Criminal Justice Act 1993, the European Union Market Abuse Regulation (EU) No 596/2014 of 16 April 2014 on market abuse as it is transposed into UK Law by the European Union (Withdrawal) Act 2018 ("MAR") and/or the Financial Services and Markets Act 2000 and/or any other law, rule or regulation against insider dealing or market abuse; and
19.2.5 you will not otherwise place and have not placed a Trade in circumstances which may be considered to constitute insider dealing or market abuse including any Trade which, if we choose to hedge (whether in part or in whole) our exposure to you in relation to that Trade, may be considered to constitute market abuse.
19.3 You undertake to familiarise yourself and comply with any Applicable Regulations concerning the short sale of securities if you seek to execute a CFD Trade with a short securities position which we may hedge with a short sale of securities you will ensure that your use of the Electronic Service will not result in a breach by us of any Applicable Regulations concerning the short sale of securities.
19.4 It is your responsibility to ensure that any Trades you place from outside the United Kingdom do not breach any overseas regulations that may be applicable to you.
19.5 We may report or disclose any Trade or other transaction undertaken by you to any relevant Regulatory Authority as may be required by law or best practice.
19.6 To complying with legal and regulatory obligations we may in our absolute discretion, and without being under any obligation to inform you of our reason for doing so, close any Trades that you may have open and may, if we so elect, treat all Trades closed under this clause 19 as void.
20 CONFLICTS OF INTEREST
20.1 You should be aware that when we arrange for a transaction for you, we or our directors, officers, employees, agents and affiliated entities (together Associates) or persons who provide services to us in connection with the services that we provide to you (Service Providers), may have an interest, relationship or arrangement that is material in relation to the transaction concerned. Should such a conflict of interest arise we will seek to resolve such conflict in accordance with our conflicts of interest policy (as amended from time to time) (Conflicts of Interest Policy) which is available on our Platform.
21 RISK WARNING
21.1 You should consider the risk warnings notified to you on our Platform and you should carefully read our separate Risk Disclosure Statement before using our services. If you do not understand them you should contact your customer representative or seek independent advice.
22 REPRESENTATIONS AND WARRANTIES
22.1 You represent and warrant to us (i.e. you are making statements and promises on which we will rely when we provide services to you and you therefore need to make sure that they are accurate as you will be responsible and liable to us if they are not) that:
22.1.1 if you are an individual, you are at least 18 years of age, of sound mind and have the legal capacity to enter into a legally binding agreement with us;
22.1.2 if you are a corporation, you are duly incorporated and validly existing under the laws of the country of your incorporation and that you have approved the opening of an account with us by a board resolution certified by the corporation’s officers;
22.1.3 no person other than you has or will have a beneficial or other ownership interest in your account(s);
22.1.4 the Agreement, each transaction and the obligations created under them are binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;
22.1.5 regardless of any subsequent determination to the contrary, trading in the Products is suitable for you and that you are aware of the risks involved with such transactions;
22.1.6 you have all authority, powers, consents, licences and authorisations required by you to enter into this Agreement, to perform your obligations under this Agreement and to receive services from us; and
22.1.7 the information disclosed to us in the Account Opening Form (including any financial information and any amendment to that) is true, accurate and complete in all material respects (unless otherwise notified to us in writing.
23 COVENANTS
23.1 You covenant to us (i.e. you make a contractually binding promise to us that you will do things on which we will rely when we provide services to you and you therefore need to make sure that you keep those promises as you will be responsible and liable to us if you do not) that:
23.1.1 you will at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences and authorisations necessary for you to comply with your obligations under this Agreement;
23.1.2 you are willing and able, upon request, to provide us with information in respect of your financial position, domicile or other matters;
23.1.3 you will promptly notify us in writing of the occurrence of any bankruptcy or Insolvency Event or anything similar;
23.1.4 you will:
(a) comply with all applicable law in relation to the Agreement and any transaction, so far as they are applicable to you; and
(b) use all reasonable steps to comply with all applicable law and regulations in relation to the Agreement and each transaction, where such applicable law and regulations do not apply to you but your cooperation is needed to help us comply with our obligations; and
23.1.5 upon demand, you will provide us with such information as we may reasonably require to evidence the matters referred to in this clause.
24 CONFIDENTIALITY AND DATA PROTECTION
Our Privacy Policy applies to Personal Data which we collect and hold in respect of you and you should refer to the Privacy Policy on our Website for details of that.
25 AUTHORISED PERSONS
25.1 If you wish to authorise a third party to make Orders or place Trades on your behalf in connection with your Trading Account(s) (an Authorised Person), you may do so provided that you have notified us in writing in a form satisfactory to us and we have provided our written consent. We may require you to formalise the appointment of an Authorised Person by executing, as a deed, a power of attorney. We reserve the right to restrict the scope of the power of attorney, or withhold our consent (or, if previously given, revoke our consent on reasonable notice) and shall not be obligated to provide you with reasons. If you permit any third party to make Orders or place Trades on your behalf without our consent, it will be deemed a security breach on your Trading Account, and we may invoke our rights under clause 27.2 (Events of Default and Closure of Accounts).
25.2 You will be liable for all acts or omissions on the part of any Authorised Person. We will have no duty to monitor the Trades, Orders or other acts or omissions or to establish the authority of any such Authorised Person.
25.3 You will be responsible for any trading carried out on your behalf, whether it has been placed by you or by such Authorised Person. We may act on any instructions we believe in good faith are received from an Authorised Person.
25.4 The provision of funds by a third party, and their acceptance by us, in respect of trading on your Trading Account in no way relieves you of your obligations or affects your liability to us under this Agreement.
25.5 For the avoidance of doubt, we may close your open Trades and all your Trading Accounts upon notice of your death. Your estate will remain liable for any sums owed to us. We may (but, prior to any grant of representation, are not bound to) act on the instructions of your personal representative(s).
26 FORCE MAJEURE EVENT
26.1 If we are prevented, hindered or delayed from performing any of our obligations under this Agreement by a Force Majeure Event, then our obligations under this Agreement will be suspended for so long as the Force Majeure Event continues and to the extent that we are so prevented, hindered or delayed. We will not be deemed to be in breach of this Agreement or otherwise be liable to you by reason of any delay or failure in performance of any of the obligations under this Agreement to the extent that the delay or failure is caused by a Force Majeure Event, and time for performance will be extended accordingly.
26.2 A Force Majeure Event means:
26.2.1 acts of God, war, hostilities, riot, fire, explosion, accident, pandemic, flood, sabotage, power supply interruption, failure of communications equipment, lock-out or injunction, compliance with governmental laws (domestic or foreign), regulations or orders or breakage or failure of machinery;
26.2.2 the suspension or closure of any market or the abandonment or failure of any event on which we base our quotes or to which our quotes may relate or the imposition of limits or special or unusual terms on trading in any such market or on any such event; or
26.2.3 the occurrence of excessive movement in the price of, or loss in the liquidity of, any of our indices or Products and/or any corresponding market, or our reasonable anticipation of such, or any other cause whether or not of the class or kind referred to above which affects performance of this Agreement arising from or attributable to acts, events, omissions, or accidents beyond our reasonable control. See also clause 12.1 (Market Disruption) as to Market Disruption.
26.3 We may in our absolute discretion take all or any of the actions referred to in clause 12 (Market Disruption) upon the occurrence of a Force Majeure Event.
27 ACCOUNT INACTIVITY
27.1 Where you are a client of ours:
27.1.1 for an XO Service, we will consider Trading Accounts inactive if they have not held an open position within the previous 12 months
27.1.2 for a Managed Service, we will consider Trading Accounts inactive if they have not been invested in an Active Strategy within the previous 12 months
27.2 Should we determine that a Trading Account is inactive:
27.2.1 where the Trading Account is under our XO Service:
(a) any monetary balance will be transferred from the Trading Account to the Wallet
(b) the Trading Account shall be closed
27.2.2 where the Trading Account is under our Managed Service
(a) any investments in an Inactive Strategy will be closed
(b) any monetary balance will be transferred from the Trading Account to the Wallet
If you have no active Trading Accounts under any of our Services you will be charged a €10 per month account maintenance fee. This fee will be deducted monthly from your Wallet balance until either the balance reaches zero, you resume trading or investing or you withdraw your funds.
28 TERMINATION EVENTS OF DEFAULT AND CLOSURE OF ACCOUNTS
28.1 If any Event of Default occurs, we may immediately take all or any of the following actions:
28.1.1 require immediate payment of any amounts you owe us;
28.1.2 close all or any of your open Trades;
28.1.3 if the Base Currency of your Trading Account is a currency other than our Functional Currency, convert any balance to our Functional Currency;
28.1.4 cancel any of your Orders and open Trades;
28.1.5 suspend all of your Trading Accounts and refuse to execute any Trades or Orders;
28.1.6 suspend or terminate the provision of any Service (including any Managed Service) to you;
28.1.7 exercise our rights of set-off; and/or
28.1.8 terminate this Agreement.
28.2 Without limiting any right to terminate this Agreement at any time, we may suspend or close all of your Trading Accounts amend, close-out or reverse any Trade we have entered into with you and/or withhold funds or other assets in all of your Trading Accounts in the following circumstances:
28.2.1 you fail to pay Maintenance Margin or any other amount owed to us on time;
28.2.2 any information supplied by you during the application process or at any other time is found or believed to be misleading or false;
28.2.3 you enter into any Trade in contravention of clause 13 (Improper Activity) or where we have reasonable grounds for suspecting that your Trade is in breach of clause 19;
28.2.4 you enter into any Trade in contravention of clause 19 (Market Conduct and Other Regulatory Requirements) or where we have reasonable grounds for suspecting that your Trade has been entered into a breach of clause 19;
28.2.5 we have reasonable grounds for suspecting the activity on your Trading Account may have involved market abuse, money laundering or any criminal activity;
28.2.6 we have not received within ten (10) calendar days of a written request all information which we reasonably require in connection with this Agreement;
28.2.7 we have a reason to believe that there has been a breach in your Trading Account security or that there is a threat to your Trading Account security;
28.2.8 your trading or account activity is of such a size or style that we no longer wish to deal with you;
28.2.9 where any regulatory body has queried transactions on your Trading Accounts for whatever reason and pending receipt of guidance or instructions from that body or other resolution;
28.2.10 we have reasonable grounds for suspecting that you are taking unfair advantage of our Services or are otherwise acting in an unfair manner (for example, by using any electronic device, software, algorithm, server or any dealing strategy that aims to manipulate or take unfair advantage of our Services, exploiting a fault, loophole or error in our software, system, TTT Platform, by collusion, or by any other means);
28.2.11 we are in an ongoing dispute with you and decide that we are unable to continue to provide Services to you;
28.2.12 entering into this Agreement with you is against the Applicable Regulations; or
28.2.13 you are abusive to our staff.
28.3 Upon giving you notice of our intention to close your Trading Account(s) pursuant to clause 27.2 above, you will not be permitted to open any new Trades and you will only be entitled to make Trades or otherwise deal as a client insofar as necessary to close all open Trades. We may close any Trades remaining open ten (10) Business Days after the date on which we give you notice.
28.4 You may terminate the Agreement at any time, by notice in writing to us, provided that you do not have any open position(s) with the Counterparty and do not have any outstanding liabilities to us. We may terminate the provision of our services to you upon notice in writing to you at any time by giving you not less than 30 days’ notice in writing of such termination. Termination shall not affect any open positions or transactions previously entered into and shall be without prejudice to any accrued or outstanding rights and obligations of either you or us.
28.5 Termination will not affect your or our accrued rights, indemnities, existing commitments or any other contractual provision intended to survive termination of the Agreement.
28.6 Termination will not affect the completion of transactions initiated prior to us receiving your notice of termination. In addition, you will pay any fees and charges incurred up to the date of termination and any additional expenses necessarily incurred by us (or a third party) in terminating the Agreement and any losses necessarily realised in our arranging the settlement or conclusion of outstanding transactions and the transference of your funds back to you.
29 INDEMNITY AND LIABILITY
29.1 Nothing in this Agreement shall limit or exclude our liability to you in respect of:
29.1.1 your death or personal injury caused by our negligence; or
29.1.2 loss caused by fraud or fraudulent misrepresentation.
29.2 Save as provided in clause 28.1, we have no liability to you for any Losses, costs, damages, liabilities or expenses suffered relating to this Agreement or any trading activities undertaken by you using the Services, except where caused directly by the wilful default, fraud or breach of this Agreement by us or our employees, agents or sub-contractors.
29.3 Unless prohibited from excluding liability by law, we will not be liable to you for incidental, special, punitive or consequential damages caused by any act or omission of ours under this Agreement. This limitation will include claims relating to loss of business, loss of profits, loss of opportunity, failure to avoid loss, loss of goodwill or reputation or the corruption or loss of data.
29.4 Without prejudice to any other limitation of our liability contained elsewhere in this Agreement, the maximum amount of our liability in respect of any Loss that you may suffer in relation to any one Trade will be the amount equal to the Margin you placed with respect to that Trade.
29.5 You will be responsible to Tradeslide Trading Tech Limited, its principals, officers, directors, employees, agents, successor and/or assignees, for all Losses, claims, proceedings and expenses (including but not limited to legal expenses and experts' fees) arising (whether directly or indirectly) out of or in connection with (i) any failure by you to perform any of your obligations under this Agreement, (ii) any false information or declaration made to us or to any third party, (iii) your placing any Trade or Order in breach of clause 19 (Market Conduct and Other Regulatory Requirements), including whether those arising from or in connection with our hedging (in part or whole) our exposure to you in respect of such a Trade or Order, (iv) your placing any Trade or Order with us which otherwise breaches any regulatory or legal requirements, including those arising from or in connection with our hedging (whether in whole or in part) our exposure to you in respect of such a Trade or Order, (v) any Corporate Action (as defined in clause 18.1 (Corporate Actions, Dividends and Other Situations) above) taking place or affecting or which may enable others to affect an Underlying Market (as defined in clause 18.1) in respect of any Trade or Order you have in the Market, or (vi) any act or omission or fraud by you or an Authorised Person or by any person obtaining access to your trading account by using your designated account number, user name or password, whether or not you authorised such access.
30 AMENDMENTS, WAIVERS AND RIGHTS
30.1 We may, from time to time, amend or vary these terms for the following reasons:
30.1.1 to comply with or reflect a change of Applicable Regulations or decision by a Regulatory Authority;
30.1.2 to make them clearer, more favourable to you or to correct a mistake or oversight (provided that any correction would not be detrimental to your rights);
30.1.3 to provide for the introduction of new, or the amendment of existing systems, Services, procedures, processes, changes in technology and products (provided that any change would not be detrimental to your rights);
30.1.4 to reflect legitimate increases or reductions in the cost of providing Services; or
30.1.5 to remove an existing service, provided that we have given you notice of its removal in accordance with clause 30 (Notices).
30.2 We will notify you of any proposed change to the terms by sending you a written copy of the proposed changes at least ten (10) business days prior to the changes coming into effect unless such amendment or variation is required sooner as a result of a change of Applicable Regulation.
30.3 If you wish to terminate the agreement as a result of changes we propose to make to these terms, you may do so in accordance with clause 25.1 (Termination) by sending written notice to us within the period set out in the amendment notice after which the changes will become effective.
30.4 If you do object to the amendment or variation, the amendment or variation will not be binding on you, but your Trading Account(s) will be suspended, and you will be required to close your Trading Account(s) as soon as is reasonably practicable.
30.5 Any amendment or variation will supersede any previous agreement between us on the same subject matter. Any such amendment or variation will apply to all open Trades and all Orders as at and after the effective date of the relevant amendment or variation.
30.6 No delay in the exercise or non-exercise by either party of any right, power or remedy provided by law or under or in connection with this Agreement (example: in respect of a Margin Call) will impair such right, power or remedy or operate as a waiver or release of that right. Any waiver or release must be specifically granted in writing, signed by the party granting it.
30.7 The rights and remedies of each party under this Agreement are cumulative and not exclusive of any rights or remedies of that party under the general law. Each party may exercise each of its rights as often as it thinks necessary.
30.8 We do not require the consent of any Associate or Associated Company of ours to amend, vary, modify, suspend, cancel, or terminate any provision of this Agreement.
31 NOTICES
31.1 We will generally communicate with you via email or through the trading platform but, if it is more appropriate to do so, we will communicate with you by letter, telephone, social media, or SMS. We will communicate with you in writing where the Agreement or Applicable Regulations requires us to. You agree and consent to us communicating with you in this manner.
31.2 If you are required to communicate with us in writing by the Agreement, please contact us at compliance@tradeslide.com, via a message through the trading platform or by sending us a letter.
31.3 All communications between you and us will be in English.
31.4 It is your responsibility to keep your contact details up to date and notify us immediately of any changes in writing. If at any time you are unable, for whatever reason, to communicate with us or you do not receive any communication sent by us under this Agreement we will not:
31.4.1 be responsible for any loss, damage or cost caused to you by any act, error, delay or omission resulting therefrom where such loss, damage or cost is a result of your inability to open a Trade; and
31.4.2 except where your inability to instruct us or communicate with us results from our fraud, wilful default or negligence, be responsible for any other loss, damage or cost incurred by or cause to you by any act, error, omission or delay resulting therefrom including without limitation, where such loss, damage or cost is a result of your inability to close a Trade.
31.5 You acknowledge and agree that any communication transmitted by you or on your behalf is made at your risk and you authorise us to rely and act on, and treat as fully authorised and binding upon you, any communication (whether or not in writing) that we reasonably believe to have been made or transmitted by you or on your behalf by any agent or intermediary whom we reasonably believe to have been duly authorised by you.
31.6 Subject to Applicable Regulations, any communications between us using electronic signatures will be binding to the same extent as if they were in writing. By agreeing to these terms and conditions you give your consent to the receipt of communications by electronic means, notwithstanding that certain communications would otherwise be required to be made using a durable medium under Applicable Regulations. Without limiting the generality of the foregoing, orders placed, or other instructions given by electronic means will constitute evidence of such orders or instructions. If you no longer wish to communicate in this way, you must revoke your consent in writing.
31.7 You hereby agree and consent to all telephone communications made by or to you or on behalf of you with us being recorded. These recordings will be our sole property and may be used for training purposes, to confirm instructions, as evidence in the event of a dispute or as may be required by a Competent Regulatory Authority. We will retain telephone call recordings as required by the applicable FCA Rules.
31.8 We will generally not accept any instructions from you unless it is electronically via our trading platform (or any other forms that may be agreed by us in advance).
31.9 You agree and consent to the receipt of documents in electronic form via email, our Website or other electronic means.
31.10 From time to time we may provide information to you which presents your multicurrency balances in the equivalent value of your Base Currency, using rates prevailing at the time the information is produced. However, unless we have converted the non-Base Currencies pursuant to clause 5.8 (Currency Conversion), please note that the balances may not in fact have been converted to your Base Currency and the presentation of the information in your Base Currency is for demonstrative purposes only.
31.11 Confirmation of your Trade will appear electronically on your Trading Account, and by email depending on your email preferences by the end of the next business day following completion. You can change these preferences via your Trading Account or by contacting us. You must notify us if you are expecting a confirmation and no confirmation is shown on the trading platform. You will receive account statements via email in a frequency chosen by you. You should check that any Trade confirmation and any account statement contain the correct details of the Trade(s) to which it relates. You will be deemed to have acknowledged and agreed with the content of any Trade confirmation and account statement that we make available to you, unless you have notified us to the contrary in writing within two (2) Business Days of the date on which you are deemed to have received it. If you wish to dispute any of the details, you must notify us within two (2) Business Days and the matter will then be dealt with in accordance with clause 31 (Complaints). If you have not received such a Trade confirmation and you think that you should have, it is your responsibility to tell us about your enquiry. We urge you to retain a printed copy of all Trade confirmations for record keeping purposes.
31.12 If a Trade confirmation or an account statement contains an error or is otherwise inaccurate, this will not affect the validity of the relevant underlying Trade that has been executed; however, a Trade confirmation or an account statement for a Trade on an incorrect price is not binding on us.
32 COMPLAINTS
If you have any complaint about our performance under the Agreement, you should direct that complaint to our client services department or to our compliance officer, who will investigate the nature of the complaint to try to resolve it. Details of our internal complaints policy are available on our Website. You may also have a right to complain directly to the Financial Ombudsman Service. The Financial Ombudsman Service can be contacted by telephone on 0800 023 4567 or you can find further details on their website www.financial-ombudsman.org.uk/consumer/complaints.htm.
33 GENERAL
33.1 The provision of our services to you is subject to all applicable laws, regulations and other provisions or market practices to which we are subject. If any conflict arises between the Agreement and any Applicable Regulations, the Applicable Regulations shall prevail. We are not required to do anything or refrain from doing anything which would infringe any Applicable Regulations and may do whatever we consider necessary to comply with them.
33.2 Outstanding rights and obligations and transactions shall survive the termination of the Agreement, and shall continue to be governed by its provisions. If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect.
33.3 Any failure by us (whether continued or not) to insist upon your compliance with any provision of the Agreement shall not constitute nor be deemed to constitute a waiver by us of any of our rights or remedies. The rights and remedies conferred upon us under this Agreement shall be cumulative and the exercise or waiver of any part thereof shall not preclude or inhibit the exercise of any other additional rights and remedies.
33.4 No action, regardless of form, arising out of or in connection with the Agreement, or otherwise existing between the parties, may be brought by a party more than two years after the cause of action is discovered. Discovery of action must be reported within two years of termination of this Agreement.
33.5 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement or to any agreement or document entered into pursuant to the Agreement and only the parties with explicit rights or obligations pursuant to the Agreement may enforce any term of and benefit from the Agreement.
33.6 If we are unable to meet our liabilities in respect of investment business conducted with you, you may, if you are entitled to make and then make a valid claim, be entitled to redress from the FSCS in respect of the investments that we arrange or deal in for you. This depends on the type of business and circumstances of the claim. Most types of investment business are covered up to £85,000 per person. Further information is available from us or from the Financial Services Compensation Scheme, PO Box 300, Mitcheldean GL17 1DY or on their website at www.fscs.org.uk.
34 DEFINITIONS AND INTERPRETATION
34.1 Unless the context requires otherwise, any reference to:
34.1.1 a clause, sub-clause, paragraph or term is a reference to a clause, sub-clause, paragraph or term of this Agreement;
34.1.2 a party or the parties, is to a party or to the parties (as the case may be) to this Agreement;
34.1.3 a statute or statutory provision includes any consolidation or re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time and includes all instruments or orders made under such enactment;
34.1.4 a person includes a firm, corporation and unincorporated associations, trust, government, state or agency of state, or any association or partnership or joint venture (whether or not having a separate legal personality);
34.1.5 a time of day is to the time in London, United Kingdom unless specified otherwise; and
34.1.6 a document is a reference to that document as varied, supplemented or replaced from time to time.
34.2 Any words following the terms including, include, example, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
34.3 General words will not be given a restrictive interpretation by reason of this being preceded or followed by words indicating a particular class of acts, matters or things.
34.4 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
34.5 Headings are included for convenience only and will not affect the interpretation or construction of this Agreement.
34.6 The following words and expressions shall have, unless otherwise specified, the following meanings:
Act
means the Financial Services and Markets Act 2000.
Active Strategy
means a Strategy which has opened one or more positions during the course of the previous 12 months.
Agreement
is defined in clause 1.1.
Applicable Regulations
means as appropriate: (a) the FCA Rules; (b) rules of a relevant regulatory or other governmental authority; (c) the rules of a relevant Exchange; and (d) all other applicable laws, rules and regulations as in force from time to time, as applicable to this Agreement or the Products and Services.
Associate
has the meaning given to it in the FCA Rules.
Associated Company
means any holding company or subsidiary company (as defined in the Companies Act 2006) and/or any subsidiary company of any such holding company or its subsidiaries.
Authorised Person
means any person authorised to make Orders or place Trades on your behalf under clause 25.
Base Currency
means, subject to our agreement, the currency in which you choose to have your Trading Account denominated, our default Base Currency being US Dollars.
Bid Offer Spread
means the difference between the price at which a contract can be bought and sold at a point in time.
Business Day
means a day (not being a Saturday or Sunday) when banks are open in London for the transaction of general banking business.
Cash
means any cash which we receive from you, or hold on your behalf, in the course of or in connection with the provision of Services under this Agreement.
Cash Balance
means the balance of your Trading Account including all debits/credits and the profit/loss from closed Trades.
CFD
or a Contract for Differences is an agreement to exchange the difference in value of a financial instrument between the time at which the contract is opened and the time at which the contract is closed.
Client Assets
means securities, financial instruments and such other similar assets as the Custodian may from time to time accept into custody under the Custody Terms.
Client Money Rules
refers to the rules as set out in CASS 7 of Client Assets (CASS) in the FCA Rules.
Competent Regulatory Authority
means any court, governmental body or regulatory authority having authority over your Trade.
Complaints Procedure
means our written policy governing complaints regarding any aspect of the Services as published on our Website from time to time or can be requested by contacting info@tradeslide.com.
Conflicts of Interest Policy
is available on our Website or by request.
Corporate Action
means, except as varied at clause 18.1 in relation to clauses 18.1 and 28.5, any event initiated by a corporation which impacts its shareholders (e.g., stock splits, consolidations, mergers and spinoffs).
Corporate Finance Activity
means activities including, but not limited to, mergers and acquisitions, disposals, takeovers, and similar activities.
Custodian
means any settlement agent or custodian which we, as your agent, appoint from time to time to hold assets for you.
Custody Terms
means the terms on which a Custodian holds Client Assets for you.
Disrupted Day
is defined in clause 12.2.
Disruption Event
is defined in clause 12.1.
Electronic Service
means any electronic service including, without limitation, any trading platform offered by us, Trade Charts, MT5, direct market access, order routing or information service that we grant you access to or make available to you either directly or through a third- party service provider.
Eligible Counterparty
means a client categorised as a per se eligible counterparty or an elective eligible counterparty in accordance with COBS 3.6 of the FCA’s Conduct of Business Sourcebook (COBS).
Event of Default
means
(a) an Insolvency Event occurs in relation to you;
(b) you are an individual and you die or become of unsound mind;
(c) you act in breach of any of your obligations under this Agreement;
(d) any representation or warranty made by you under this Agreement and/or any information provided to us in connection with this Agreement is or becomes untrue or misleading;
(e) any amount due to us is not paid in accordance with this Agreement; or
(f) at any time and for any periods deemed reasonable by us where you are not contactable, or you do not respond to any notice or correspondence from us.
Exchange
means any securities or futures exchange, clearing house, self-regulatory organisation, alternative trading system or multi- lateral trading facility as the context may require.
Expert Advisor
means an automated trading system used in conjunction with a trading platform. Expert Advisors are commonly known as trading robots.
Expiration
in reference to an option means the date and time at which the option expires and all rights or obligations relating to the option cease.
Expiring Trade
means a trade that expires at a determined point in the future.
Expiry Date
means the last date and time that trading in a contract can occur. After this date all open Trades will be closed (settled) by us.
FCA
means the Financial Conduct Authority, and any successor body or bodies, which can be contacted at 12 Endeavour Square, London E20 1JN or through its website: www.fca.org.uk.
FCA Rules
means the rules of the FCA as from time to time varied amended or substituted by the FCA and as set out in of the FCA’s Handbook of Rules and Guidance. For further information please visit the FCA website at www.fca.org.uk or https://www.handbook.fca.org.uk/handbook.
Force Majeure Event
is defined in clause 25.2.
Fractional Share
means a portion of a share or security which amounts to less than a whole share or security.
FX
means foreign exchange.
Guaranteed Stop
means a Stop Loss Order that we guarantee will not be exceeded by market slippage. More information is available on our Website or can be requested by contacting info@tradeslide.com.
Hedging Disruption
means circumstances where we are unable, after using commercially reasonable (but no greater) efforts, to:
(a) acquire, establish, re-establish, substitute, maintain, unwind, or dispose of any transaction or asset it deems necessary to hedge any risk related to or in connection with the relevant Trade; or
(b) realise, recover or remit the proceeds of any such transaction or asset.
Inactive Strategy
means a Strategy which has not opened a position during the course of the previous 12 months
Indicator
means a technical analysis object imposed onto a chart which is used to forecast the future price movement of the relevant market. Typically, there are two types of indicators: trend indicators and oscillators.
Initial Margin Requirement
means the minimum sum required to be deposited in order for you to open a Trade.
Insolvency Event
means, in relation to a party:
(a) its making a general assignment for the benefit of, or entering into an arrangement or composition with, creditors; or
(b) its stating in writing that it is unable to pay its debts as they become due; or
(c) its seeking, consenting to or acquiescing to the appointment of any trustee or analogous officer of it or any material part of its property; or
(d) the presentation or filing of a petition in respect of it in any court or before any agency alleging or for the bankruptcy or insolvency of such party (or any analogous proceeding) or seeking any arrangement, composition, readjustment or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within thirty (30) days of its filing (except in the case of a petition for winding- up or any analogous proceeding in respect of which no such thirty (30) day period shall apply); or
(e) the convening of any meeting of its creditors for the purpose of considering a voluntary arrangement.
Investments
means securities and financial instruments which are held within your Trading Account.
Joint Trading Account
has the meaning given to it in clause 1.11.
Limit Order
means an instruction to deal in a particular Market if our price in that Market becomes more favourable to you.
Liquidation Value
means the sum of your Cash Balance and the profit/loss from your open Trades.
Losses
in respect of any matter, event or circumstance includes all demands, claims, actions, proceedings, damages, payments, trading losses, costs, expenses, or other liabilities, and any consequential, indirect or special loss, including, but not limited to loss of business, loss related to reputational damage, loss of revenue, loss of anticipated savings and loss of opportunity.
Maintenance Margin
means the amount of funds required to maintain an open Trade.
Managed Service
means any service under which you appoint us to act is discretionary manager of any assets of yours, as described in clause 2.7.
Manifest Error
is defined in clause 10.4.
Margin
means Initial Margin Requirement and/or Maintenance Margin and is sometimes referred to as ‘variation margin’.
Margin Call
means a request or deemed request for funds to bring your Trade Funds Available to zero (0) or above.
Market
means a unique set of Products based on the price movement of an Underlying Market.
Market Order
means an Order at the price of the current prevailing Market price.
Negative Slippage
means slippage which leads to an execution price that is worse than the price requested by the client.
Non-Expiring Trade
means a Trade that has no expiry date. These Trades remain open each night with an applicable financing charge applied to your Trading Account.
Obligations
means obligations, present or future, actual, contingent or prospective, owed or which may become owing by you to us under any Trade or designated by us in writing.
Order
means an instruction to open or close a Trade at a price, the same as, or higher or lower than the current Market price and includes: an initial Order, a Limit Order, a Stop Loss Order, Trailing Stop, Guaranteed Stop and a Market Order.
Order Execution Policy
means the document that describes the reasonable steps that we will take to ensure that, when executing Order, we treat you fairly and in accordance with the FCA Rules.
Positive Slippage
means slippage which leads to an execution price that is better than the price requested by the client.
Privacy Policy
means the privacy statement posted on our Website as amended from time to time.
Product
means each type of financial contract we make available under this Agreement and includes CFDs.
Professional Client
means a client categorised as a per se professional client or an elective professional client in accordance with COBS 3.5.1 R.
Retail Client
means a client categorised as neither a Professional Client nor an Eligible Counterparty in accordance with COBS 3.4.1 R.
Robotic Trading Tools
include, but are not limited to, tools commonly known as Expert Advisors, Scripts and Indicators.
Services
mean the services offered by us to you as specified on our Website and governed by this Agreement, including without limitation our XO Service and Managed Services.
Script
means a program written which is solely used to perform a single action and then stops once that action has been executed. A script differs from an Expert Advisor because a script can only be executed on request, whereas an Expert Advisor will function on its own accord once activated.
Signal Provider
means any person with whom we have entered into a commercial agreement under which we observe their trades and other behaviours with the view to development of one or more Strategies against which we provide our Managed Services.
Slippage
means that the specific price requested by a client is not available when an order is presented for execution so the order is executed as close as practical to the client’s requested price which may lead to Positive Slippage or Negative Slippage.
Stop Loss Order
means an instruction to deal in a particular Market if our price in that Market becomes less favourable to you. These orders are commonly used to provide some risk protection but are not guaranteed. Please see the definition of Guaranteed Stop.
Strategy
means a strategy which we have developed by observing trades and other behaviours of Signal Providers, with their consent.
Strike Price
means the fixed price at which the holder of an option is entitled to buy or sell.
Trade
means any transaction entered into under this Agreement (including trades in CFDs) and whether as part of an XO Service or a Managed Service.
Trade Funds Available
means the amount of money in your Trading Account that is free to be used for satisfying Margin requirements.
Trading Account
means an account for any of the trading platforms or Services offered by us which a client can access through individual login details such as username and password for that specific account, depending on the underlying technology system.
Trailing Stop
means a Stop Loss Order where you have elected to have the level of your stop price follow the movement in the price of the Underlying Market.
TTT Platform
means any platform of ours by which we provide you with Electronic Services or under which you can place any Order or make any Trade.
Underlying Market
means, except as varied at clause 18.1 in relation to clauses 18.1, 18.10 and 28.5, the relevant financial instrument, index, currency, or other instrument, whose price or value provides the basis for us to establish the price we quote you for a Market.
Wallet
means the part of our Website from which:
(a) you manage the deposit and withdrawal of funds
(b) you allocate funds to a given Trading Account under our XO Service or Managed Service
Website
means any website which we use to provide you with the Services or give you access to any of our Services or other information.
XO Service
means our execution only service as described in clause 2.1.
35 GOVERNING LAW
35.1 The Agreement is governed by and shall be construed in accordance with the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the English courts to settle any suit, action or other proceedings relating to the Agreement (Proceedings). Nothing in the Agreement shall prevent us from bringing Proceedings against you in any jurisdiction.
35.2 Each party irrevocably agrees to waive any objection which it may have at any time to the laying of venue of any proceedings brought in the English courts and agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.