FOR MARKET MAKER TYPES OF ACCOUNTS (STANDARD AND MICRO)
This is a legal contract (hereinafter referred to as ”Agreement”) between Wmax Limited, whose registered in Uk, its successors and assigns (hereinafter referred to as Wmax), and the any individual or legal entity or other corporate body (hereinafter referred to as “Customer” or “Client”) who has completed the application to open an Individual/Corporate Trading Account. In consideration of Wmax shall carry one or more accounts of the undersigned Customer and providing services to Customer in connection with the purchase and sale of foreign exchange contracts, Customer agrees as follows:
1. SUBJECT OF THE MM CUSTOMER AGREEMENT
Subject to the terms expressly stipulated below Wmax shall provide services in respect of foreign exchange and precious metals contracts (hereinbelow referred to as “FX contracts”) to retail and wholesale clients.
FX contract shall mean a leveraged transaction made via Wmax electronic trading platforms for the purchase or sale of a financial instrument, aimed on generating profit arising out of speculating activity or for hedging purposes, provided that such transaction does not give rise to an obligation relating to, or resulting in physical delivery of financial instrument and does not assume currencies conversion operations subject to physical delivery. For the removable of doubts upon settlement of the FX contract, the difference in value between the opening and closing positions will either be credited or debited to the Customer’s account according to the profit or loss for the transaction.
Wmax will engage in FX contracts transactions with Customer in accordance with Customer’s oral, written or electronic instructions. Wmax will act as the counter-party to the Customer in all such transactions. Unless instructed by the Customer to the contrary in writing, Wmax is authorized to execute all Orders with such counterparty banks, sophisticated institutions, registered participants or Wmax itself, as Wmax deems appropriate.
2. KEEPING YOUR ACCOUNT SAFE
The registered e-mail address and the Password are used to enter Your My Wmax area. You must take all reasonable steps to keep Your registered e-mail address, the Password, login and password to MM Account and Exchange Platform Terminal, telephone password used for communications with Wmax (collectively – Credentials) safe at all times and never disclose it to anyone.
You must take all reasonable care to ensure that Your registered e-mail account as part of the Credentials is secure and only accessed by You, as Your registered e-mail address may be used to reset other Credentials or to communicate with You about the security of Your MM Account. In case the registered e-mail address is compromised, You should without undue delay after becoming aware of this contact Customer Service and also contact Your registered e-mail service provider.
In relation to the Credentials, You hereby acknowledge and undertake that:
(a) You will be responsible for the confidentiality and use of Your Credentials;
(b) other than with Wmax prior written consent, You will not disclose Your Credentials to persons other than your authorized representatives for any purpose whatsoever;
(c) Wmax may rely on all instructions, orders and other communications entered using valid Credentials, and You will be bound by any transaction entered into or expense incurred on the Your behalf in reliance on such instructions, orders and other communications; and
(d) You will immediately notify Wmax at our sales and/or customer support desk if You become aware of the loss, theft or disclosure to any third party or of any unauthorized use of Your Credentials.
Our personnel will never ask You to provide Your Password and/or login to the registered email to us or to a third party. Any message You receive or website You visit that asks for Your Credentials, other than the Website, should be reported to us. If You are in doubt whether a website is genuine, You should contact our Customer Service. You must never allow anyone to access Your MM Account or watch You accessing Your MM Account.
If you have any indication or suspicion that Your Credentials being lost, stolen, misappropriated, used without authorisation or otherwise compromised, You are strongly advised to change all your passwords forming part of Your Credentials. You must contact Customer Service without undue delay on becoming aware of any loss, theft, misappropriation or unauthorised use of Your Credentials. Regardless of Your notification You shall be liable for any losses as a result and You agree to indemnify and hold Wmax, its affiliates, employees, agents, successors and assigns harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by us arising out of Your failure to fully and timely perform the Your obligations herein or should any of the representations and warranties fail to be true and correct. You also agree to pay promptly to us all damages, costs and expenses, including attorney’s fees, incurred by us arising out of Your failure to fully and timely perform the Your obligations herein.
We may suspend Your or otherwise restrict its functionality on reasonable grounds relating to the security of the MM Account or any of the Credentials or if we reasonably suspect that an unauthorised or fraudulent use of Your MM Account has occurred or that any of the Credentials have been compromised. We will notify You of any suspension or restriction and of the reasons for such suspension or restriction in advance or, where we are unable to do so, immediately after the suspension or restriction has been imposed, unless notifying You would be unlawful or compromise our reasonable security interests. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist. Further, if we believe that You supplied Your Credentials to other persons in breach of subparagraph above, then we may terminate this Agreement immediately or take such other action as we may determine in its sole and absolute discretion
You shall be solely responsible for providing and maintaining any equipment and software and for making all appropriate arrangements with any telecommunications suppliers or, where access to the MM Account is provided through a third party server, any such third party, necessary in order to obtain access to the MM Account. Neither we nor any company maintaining, operating, owning, licensing, or providing services to us in connection with MM Account makes any representation or warranty as to the suitability or otherwise of any such equipment, software or arrangements.
Irrespective of whether You are using a public, a shared or Your own computer to access Your MM Account, You must always ensure that Your login details are not stored by the browser or cached or otherwise recorded. You should never use any functionality that allows login details or passwords to be stored by the computer You are using.
3. MARGINS AND DEPOSIT REQUIREMENTS
Customer shall provide to and maintain with Wmax margin in such amounts and in such forms as Wmax, in its sole discretion, may require. Wmax may change margin requirements at any time. No previous margin requirement by Wmax shall prevent Wmax from increasing that requirement without prior notice. Wmax retains the right to limit the amount and/or total number of open positions that Customer may acquire or maintain at Wmax. It is the responsibility of the Customer to maintain the minimum Margin Level requirements to support all open positions without notice from Wmax. The Customer hereby assumes that if he/she fails to comply with margin requirements, Wmax in its sole discretion may liquidate any or all of open positions as per Stop out procedure. Wmax is not obliged to make any warnings to the Customer prior to liquidating the position for insufficient margin. Wmax shall not be responsible for any loss or damage caused, directly or indirectly, by any events, actions or omissions including but not limited to loss or damage resulting, directly or indirectly, from any delays or inaccuracies in the transmission of orders and/or information due to a breakdown in or failure of any transmission or communication facilities. For example, in volatile market conditions, margin call may be delayed resulting in the possibility of a negative usable margin; a margin call may occur even if positions are hedged due to currency conversion rate or daily interest.
4. CARRYING POSITIONS FORWARD
A position will be carried forward at the initial execution price until it is eventually closed by Customer or by Wmax under the provisions of Paragraph 7 (Liquidation of Accounts). Consistent with Wmax policy, a position that is carried forward may be credited or debited interest charges, as may be defined in the Terms of Business and/or on the official website, until the position is closed.
All funds, securities, currencies, and other property of Customer which Wmax or its affiliates may at any time be carrying for Customer (either individually, jointly with another, or as a guarantor of the account of any other person) or which may at any time be in its possession or control or carried on its books for any purpose, including safekeeping, are to be held by Wmax as security and subject to a general lien and right of set-off for liabilities of Customer to Wmax whether or not Wmax has made advances in connection with such securities, commodities, currencies or other property, and irrespective of the number of accounts Customer may have with Wmax. Customer hereby also grants to Wmax the right to pledge, re-pledge, hypothecate, invest or loan, either separately or with the property of other Customers, to itself as broker or to others, any securities or other property of Customer held by Wmax as margin or security. Wmax shall at no time be required to deliver to Customer the identical property delivered to or purchased by Wmax for any account of Customer.
6. SETTLEMENT DATE AND ROLLOVERS
The Customer authorizes Wmax to rollover all Open Positions in the Customer’s Trading Account, at the Customer’s risk, into the next settlement time period upon such terms as Wmax determines in its sole discretion. The positions will be rolled over by debiting or crediting the Customer’s Trading Account with the amount calculated in accordance with the Wmax’s Rollover/Interest Policy.
7. BUSTED TRADES
Wmax shall have the right to annul and/or reverse any trades which are deemed untrue or opened at a fictitious price not existing on the market at the time of opening or are in breach with the subject of this Agreement as expressly stipulated in the clause 1 above.
Without limiting the foregoing, if Wmax, in its reasonable discretion, determines that the Customer is engaging or has engaged in trading strategies or activities designed intentionally to exploit errors in price quotations and/or delay, disruption, failure or malfunction of any transmission or communication system or software, Wmax may upon notice to the Customer restrict or modify Customer’s access to price quotations, cancel trades, or terminate Customer’s access to Wmax trading system.
8. LIQUIDATION OF ACCOUNTS
In the event of (a) the death or judicial declaration of incompetence of Customer; (b) the filing of a petition in bankruptcy, or a petition for the appointment of a receiver, or the institution of any insolvency or similar proceeding by or against Customer; (c) the filing of an attachment against any of Customer’s accounts carried by Wmax, (d) insufficient margin, or Wmax determination that any collateral deposited to protect one or more accounts of Customer is inadequate, regardless of current market quotations, to secure the account; (e) Customer’s failure to provide Wmax any information requested pursuant to this agreement; or (f) any other circumstances or developments that Wmax deems appropriate for its protection, and in Wmax sole discretion, it may take one or more, or any portion of, the following actions: (1) satisfy any obligation Customer may have to Wmax, either directly or by way of guaranty of suretyship, out of any of Customer’s funds or property in its custody or control or in the custody or control of any Wmax affiliate; (2) sell any or purchase any or all FX contracts, securities or other property held or carried for Customer; and (3) cancel any or all outstanding orders or contracts, or any other commitments made with Customer. Any of the above actions may be taken without demand for margin or additional margin, without prior notice of sale or purchase or other notice to Customer, Customer’s personal representatives, heirs, executors, administrators, trustees, legatees or assigns and regardless of whether the ownership interest shall be solely Customer’s or held jointly with others. In liquidation of Customer’s long or short positions, Wmax may, in its sole discretion, offset in the same settlement or it may initiate new long or short positions in order to establish a spread or straddle which in Wmax sole judgment may be advisable to protect or reduce existing positions in Customer’s account. Any sales or purchases hereunder may be made according to Wmax judgment and at its discretion.
Wmax does not provide services for the persons who reside in the USA, its territories or possessions and in the countries identified by the FATF as high risk and non-cooperative jurisdictions due to adequate AML controls. Wmax does not accept transfers to/from the accounts held in the banks and/or other payments institutions incorporated in the USA, its territories or possessions or in the Countries identified by the FATF as high risk and non-cooperative jurisdictions due to adequate AML controls. In case Wmax knows or suspects or has reasonable grounds to know or suspect that the Customer became a resident of the USA, its territories or possessions, or in the countries identified by the FATF as high risk and non-cooperative jurisdictions due to adequate AML controls Wmax will immediately close all outstanding positions and block the accounts in question.
The Customer shall pay any such charges (including, without limitation, markups and markdowns, statement charges, idle account charges, order cancellation charges, account transfer charges or other charges), costs including litigation and independent dispute resolution costs, expenses and fees including attorneys’ fees, arising directly or indirectly out of Wmax providing services hereunder including without limitation those associated with dispute resolution or any customer’s complaint filled with Wmax, investigation of any kind included those provided by third parties, consultation with third parties conducted by Wmax and requests for preparing by third parties of an official statement on the results of such comprehensive investigation or consultation handled.
For the removable of doubts the Customer remains liable for all charges/costs/expenses/fees incurred by Wmax regarding customer’s requests claims or complaints if such requests could not be comprehensively satisfied without involving of third parties.
Wmax may change its charges/costs/expenses/fees without prior notice. All such charges/costs/expenses/fees shall be paid by the Customer as they are incurred, or as Wmax in its sole and absolute discretion may determine, and the Customer hereby authorizes Wmax to withdraw the amount of any such charges/costs/expenses/fees from the Customer’s account(s).
10. DEPOSIT/WITHDRAWAL TRANSACTIONS
Wmax shall neither receive nor disburse Customer’s funds in cash currency. All transactions between Customer and Wmax shall be performed by wire or other method in which the identities of both the sending and receiving parties can be verified by Wmax and which Wmax in its sole discretion shall deem appropriate. Wmax shall not accept deposits from any third party to Customer’s account; Wmax shall not withdraw any funds from Customer’s account to any third party until otherwise agreed in written between the parties hereto. Wmax shall perform wire transactions only between Customer’s Wmax account and another account which is held in Customer’s name or of which Customer clearly demonstrates ownership to Wmax.
If the funds sent (I) via wire transfer do not hit the bank account of the Customer during 10 business days, or (ii) if the funds sent via bank transfer are not deposited in the Customer’s trading account within 10 business days, or (iii) If the funds sent by other than wire transfer method do not hit the account of the Customer within 5 trading days, or (iv) or if the funds sent by other than wire transfer method are not deposited in the Customer’s trading account within 5 business days the Customer shall have the right to apply to Wmax with request to make a banking investigation of the transfer.
The Customer shall understand that the banking investigation may entail commission charges which must be paid by the Customer except the cases of the mistakes in withdrawals made by the specialists of the Wmax. The method of payment of commission charges shall be determined by Wmax individually and may be done by both transfer of necessary amount to the Wmax’s account and withdrawal of necessary amount from the trading account of the Customer.
The Customer shall provide Wmax with all necessary documents needed for investigation purposes.
11. STATEMENTS AND CONFIRMATION
Reports of the confirmation of orders and statements of accounts for Customer shall be deemed correct and shall be conclusive and binding upon Customer if not objected to immediately upon receipt and confirmed in
writing within (1) day after electronic transmittal to Customer. Instead of sending trade confirmation via postal mail, Wmax will provide Customer access to view Customer’s account at any time with an online login via Internet.
Reports, statements, notices and any other communications will be transmitted to Customer electronically by posting to Customer’s online account or via e-mail to the e-mail address on Customer’s application, or to such other e-mail address as Customer may from time to time designate to Wmax. All communications so posted or sent shall be deemed transmitted by Wmax when posted or sent and deemed delivered to Customer personally, whether actually received by Customer or not.
13. WMAX RESPONSIBILITIES
Wmax shall not be liable to the Customer for any claims, losses, damages, costs or expenses, including attorneys’ fees, caused, directly or indirectly, by any events, actions or omissions, including, without limitation, claims, losses, damages, costs or expenses, lost opportunity to trade, including attorneys’ fees, resulting from civil unrest, war, insurrection, international intervention, governmental action (including, without limitation, exchange controls, forfeitures, nationalizations, devaluations), natural disasters, acts of God, market conditions, inability to communicate with any relevant person or any delay, disruption, failure or malfunction of any transmission or communication system or computer facility, whether belonging to Wmax, the Customer, any market, or any settlement or clearing system Wmax will not be responsible for delays in the transmission of orders due to a breakdown or failure of transmission or communication facilities, electrical power outage or for any other cause beyond Wmax’ control or anticipation. Wmax shall not be liable for losses arising from the default of any agent or any other party used by Wmax under this agreement.
14. WMAX RIGHTS
The Customer acknowledges that Wmax has the following rights:
1) To reject any order or instruction the Customer may place.
2) To cancel or adjust the transaction of the Customer
3) To provide the Customer’s account with any trade requested or deemed necessary by Wmax .
4) Notwithstanding any other provisions of this Agreement, Wmax shall be entitled to restrict access to, impose limits on, suspend, stop or cancel trading in the Wmax trading system (including, without limitation, discontinuing the Customer’s use of the API) either generally or of particular currency pairs, transactions or customers, or to discontinue transmission of any or all information. Wmax may refuse to facilitate or proceed with any transactions or refuse access to the Wmax trading system at Wmax sole discretion, as a result of any of the following:
Full of partial failure of the Wmax trading system, including failure of the technology constituting the trading system or any of the communications linked to the Wmax trading system and the Customer, or any other circumstance which is deemed impractical to use the Wmax trading system;
A breach of security of the Wmax trading system;
A material breach by the Customer of his obligations under this Agreement or any of agreement
with Wmax (including the Account Opening Documentation);
Non-compliance by the Customer of any applicable laws;
Market conditions generally or conditions affecting a particular currency pair or a single currency rendering it necessary or desirable (at Wmax sole discretion).
5) For the purposes of mitigating and managing the potential ML/TF risks faced by Wmax and without derogating from the generality of Wmax rights as expressly stipulated above, Wmax reserves the right in its sole discretion to block a Customer’s account and prohibit any activity including but not limited to withdrawals for the term of internal investigation but not less than 180 days providing that Wmax has reasonable suspicious that the Customer’s activity (i) does not comply with services provided by Wmax and the subject of this Agreement, and/or (ii) is fraudulent, and/or (iii) is in breach with the law, present Agreement and Wmax Anti-money laundering and Counter-Terrorism Policies.
6) In order for Wmax to show prices with the speed associated with speculative trading, Wmax may have to rely on available price that may later prove to be incorrect. In such a case, Wmax may cancel or adjust the trade with the Customer, but shall do so within reasonable time and shall provide the Customer with a full explanation for actions taken.
15. RISKS ACKNOWLEDGMENT
The Customer acknowledges that in leveraged transactions are speculative, involve a high degree of risk, and is appropriate only for persons who can assume risk of loss of their margin deposit. The Customer understands that because of the low margin normally required in trading FX contracts, price changes in FX contracts may result in the loss of the Customer’s margin deposit. The Customer warrants that the Customer is willing and able, financially and otherwise, to assume the risk of FX contracts trading, and in consideration of Wmax carrying his/her account(s), the Customer agrees not to hold Wmax responsible for losses incurred through following any information received from Wmax or those of its employees, agents or representatives. The Customer recognizes that guarantees of profit or freedom from loss are impossible performances in foreign exchange contracts trading. The Customer acknowledges that the Customer has received no such guarantees from Wmax or from any of its representatives or any introducing agent or other entity with whom the Customer is conducting his/her Wmax account and has not entered into this agreement in consideration of or in reliance upon any such guarantees or similar representations.
If Customer directs Wmax to enter into any FX contract: (a) any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for Customer’s account and risk; (b) all initial and subsequent deposits for margin purposes shall be made in USD, or another currency which Wmax may choose to accept, in such amounts as Wmax may in its sole discretion require, with subsequent deposits being in the same currency as the initial deposit; and (c) Wmax is authorized to convert funds in Customer’s account for margin into and from such foreign currency at a rate of exchange determined by Wmax in its sole discretion on the basis of the then prevailing money market rates.
Foreign exchange trading can involve a high degree of volatility which may result in substantial movements in the level of the Customer’s multi-currency exposure, possibly leading to significant losses. The risk that the value of Customer’s open positions may change even though trading for the relevant financial instrument is not
available and the Customer is not able to open or close a position until trading reopens. This may result in suffering a financial loss or a lost opportunity to trade.
Execution risk (delays in execution): the risk that an execution the Customer places is delayed or not executed due to a delay in transmission of data between Customer’s trading platform and Wmax’s servers (see System Risk). This may result in the available price the Customer had placed an order at no longer being available. As the Customer will generally be accessing the trading platform over a third party Internet service provider there is a risk that this may be caused by the Customer’s computer not maintaining a constant connection with the Wmax servers.
Systems risk: the operational systems risk inherent in online trading systems apply to every trade placed. This includes disruptions to communications, IT systems, software or hardware errors or other events that delay, interrupt or otherwise effect our systems operation. In the event such a disruption to the system does occur, the Customer may suffer a financial loss or loss of opportunity. In accordance with this Agreement and relevant Terms of Business, Wmax makes no warranties and is not liable in relation to the operation of the trading platform or any other related service offered by Wmax except to the case when disruption is caused by the fraud or dishonesty on the part of Wmax or its employees, agents or representatives.
The Customer is responsible for the ongoing maintenance of multi-currency exposure which may exposure the Customer to increased risks of losses and may lead to significant losses. The Customer agrees to not hold Wmax liable for any losses incurred as a consequence of Wmax maintaining such multi-currency exposure in the Customer’s account.
The Customer acknowledges that market regulations and/or a significant imbalance of supply and demand, or a lack of liquidity may result in the temporary inability to buy or sell orders. This may result in the Customer holding positions for longer than desire or having to liquidate due to insufficient margin, which may result in losses up to or in excess of deposits.
16. TRADING RECOMMENDATIONS
Customer acknowledges that
(i) any market recommendations and information communicated to Customer by Wmax or by any person within the Wmax, does not constitute financial advice or a solicitation of an offer to sell or an offer to buy any FX contract,
(ii) such recommendation and information, although based upon information obtained from sources believed by Wmax to be reliable, may be based solely on a broker’s opinion and that such information may be incomplete and may be unverified, and
(iii) Wmax makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information or trading recommendation furnished to Customer. Customer acknowledges that Wmax and/or its officers, directors, affiliates, associates, stockholders or representatives may have a position in or may intend to buy or sell FX contracts, which are the subject of market recommendations furnished to Customer, and that the market position of Wmax or any such officer, director, affiliate, associate, stockholder or representative may not be consistent with the recommendations furnished to Customer by Wmax. Customer acknowledges that Wmax makes no representations concerning the tax implications or treatment of foreign exchange contracts.
17. CUSTOMER REPRESENTATIONS AND WARRANTIES
Customer represents and warrants that:
(a) Customer is of sound mind, legal age and legal competence; and,
(b) no person other than Customer has or will have an interest in Customer’s account(s); and,
(c) Customer hereby warrants that regardless of any subsequent determination to the contrary, Customer is suitable to trade foreign exchange contracts, and,
(d) Customer is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company, and in the event that Customer becomes so employed, Customer will promptly notify Wmax via e-mail of such employment; and,
(e) the Customer is not the U.S. person in the meaning of the applicable US federal laws and CFTC regulations as of the date of this agreement commencement and will remain the same throughout its validity term; and
(f) all the information provided during the account opening process and represented and warranted above is true correct and complete as of the date hereof and will remain true, correct and complete for the whole period of the relationships with Wmax. The Customer will notify Wmax in writing, within one day of any changes in such information hereof.
The Customer hereby confirms and acknowledges his/her express consent to eliminate the confidential nature of all communications regarding without limitation any disputes, legal proceeding, public statements between the parties hereto or its results including courts or other dispute resolution schemes decision on the matter. The Customer further agrees that Wmax may disclose on its sole discretion the contents of such communication where and when Wmax deems it necessary.
The Customer represents and warrants that he will immediately notify Wmax about any detected error in the trading platform, MM Account or My Wmax Area, affecting the interests of the Customer and to cease all further actions with the functionality of systems, except for those actions that are aimed at preventing loss on the client. The Customer hereby confirms and acknowledges that the Customer will not use the system error in their own interest. Violation of these provisions will make Wmax to execute its rights under the Customer’s indemnification responsibilities described below in clause 25 and may result in, among other things, termination or suspension of your right to use the service.
18. DISCLOSURE OF FINANCIAL INFORMATION
Customer represents and warrants that the financial information disclosed to Wmax in this document is an accurate representation of the Customer’s current financial condition. Customer represents and warrants that in determining Customer’s Net Worth, Assets and Liabilities were carefully calculated, then Liabilities were subtracted from Assets to determine the value that Customer has included in the financial information as Net Worth. Customer represents and warrants that in determining the value of Assets, the Customer included cash and/or cash equivalents, Marketable securities, real estate owned (excluding primary residence), the cash value of life insurance and other valuable Assets. Customer represents and warrants that in determining the value of Liabilities, Customer included notes payable to banks (secured and unsecured), notes payable to relatives, real estate mortgages payable (excluding primary residence) and other debts. Customer represents and warrants that in determining Customer’s Liquid Assets Customer included only those Assets that can be quickly (within
one day’s time) converted to Cash. Customer represents and warrants that Customer has very carefully considered the portion of Customer’s assets which Customer considers to be Risk Capital. Customer recognizes that Risk Capital is the amount of money Customer is willing to put at risk and if lost would not, in any way, change Customer’s lifestyle. Customer agrees to immediately inform Wmax if the Customer’s financial condition changes in such a way to reduce Customer’s Net Worth, Liquid Assets and/or Risk Capital.
19. NO GUARANTEES
Customer acknowledges that Customer has no separate agreement with Customer’s broker or any Wmax employee or agent regarding the trading in Customer’s Wmax account, including any agreement to guarantee profits or limit losses in Customer’s account. Customer understands that Customer is under an obligation to notify Wmax’s Compliance Officer immediately in writing as to any agreement of this type. Further, Customer understands that any representations made by anyone concerning Customer’s account that differ from any statements Customer receives from Wmax must be brought to the attention of Wmax’s Compliance Officer immediately in writing. Customer understands that Customer must authorize every transaction prior to its execution unless Customer has delegated discretion to another party by signing Wmax’s limited trading authorization, and any disputed transactions must be brought to the attention of Wmax’s Compliance Officer pursuant to the notice requirements of this Customer Agreement. Customer agrees to indemnify and hold Wmax harmless form all damages or liability resulting from Customer’s failure to immediately notify Wmax’s Compliance Officer of any of the occurrences referred to herein. All notices required under this section shall be sent to Wmax at its home office. Furthermore, Wmax shall make no guarantees that any order shall be executed with or without price gaps or not executed at all. The ability to execute an order is dependent upon Wmax’s ability to offset the trade at Wmax’s clearing houses, at Wmax’s sole discretion.
In case of any dispute arisen Wmax reserves the right to apply to third parties for advice and/or conducting respective investigation, expertise or analysis, including without limitation on a fee paid basis and Wmax shall retain the right to recharge such costs to the Customer with respect to clause 8 herein above.
Customer authorizes Wmax or agents acting on behalf of Wmax to investigate Customer’s credit standing and in connection therewith to contact such banks, financial institutions and credit agencies as Wmax shall deem appropriate to verify information regarding Customer. Customer further authorizes Wmax to investigate Customer’s current and past investment activity, and in connection therewith, to contact such futures commission merchants, exchanges, broker/dealers, banks, and compliance data centers as Wmax shall deem appropriate. Upon reasonable request made in writing by Customer to Wmax, Customer shall be allowed to review any records maintained by Wmax relating to Customer’s credit standing. Customer shall also be allowed, at Customer’s sole cost and expense, to copy such records.
21. JOINT ACCOUNTS
If more than one natural person executes this Agreement as the Customer, all such natural persons agree to be jointly and severally liable for the obligations assumed in this Agreement. If this Agreement is executed by a trust, unincorporated association, partnership, custodian or other fiduciary, such Customer hereby agrees to indemnify, defend, save and hold free and harmless Wmax for any liabilities, claims, losses, damages costs
and expenses, including attorneys’ fees, resulting directly or indirectly from breach of any fiduciary or similar duty or obligation or any allegation thereof, including attorneys’ fees.
22. NO WAIVER OR AMENDMENT
No provision of this Agreement may be waived or amended unless the waiver or amendment is either in writing and signed by both Customer and an authorized officer of Wmax or expressly reflected on the official Wmax website www.wmax.com. No waiver or amendment of this Agreement may be implied from any course of dealing between the parties or from any failure by Wmax or its agents to assert its rights under this Agreement on any occasion or series of occasions. No oral agreements or instructions to the contrary shall be recognized or enforceable. This instrument and the attachments hereto together with other client’s documents and information contained on the official Wmax website embody the entire agreement of the parties, superseding any and all prior written and oral agreements and there are no other terms, conditions or obligations other than those contained herein.
23. BINDING EFFECT
This Agreement shall be continuous and shall cover, individually and collectively, all accounts of Customer at any time opened or reopened with Wmax irrespective of any change or changes at any time in the personnel of Wmax or its successors, assigns, or affiliates. This Agreement including all authorizations, shall inure to the benefit of Wmax and its successors and assigns, whether by merger, consolidation or otherwise, and shall be binding upon Customer and/or the estate, executor, trustees, administrators, legal representatives, successors and assigns of Customer. Customer hereby ratifies all transactions with Wmax were effected prior to the date of this Agreement, and agrees that the rights and obligations of Customer in respect thereto shall be governed by the terms of this Agreement.
This Agreement shall continue in effect until termination, and may be terminated by Customer at any time when Customer has no open position(s) and no liabilities held by or owed to Wmax upon the actual receipt by Wmax of written notice of termination via e-mail, or at any time whatsoever by Wmax upon the transmittal of written notice of termination to Customer; provided, that such termination shall not affect any transactions previously entered into and shall not relieve either party of any obligations set out in this agreement nor shall it relieve Customer of any obligations arising out of prior transactions entered into in connection with this Agreement.
Customer agrees to indemnify and hold Wmax, its affiliates, employees, agents, successors and assigns harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by Wmax arising out of Customer’s failure to fully and timely perform Customer’s agreements herein or should any of the representations and warranties fail to be true and correct. Customer also agrees to pay promptly to Wmax all damages, costs and expenses, including attorney’s fees, incurred by Wmax in the enforcement of any of the provisions of this Agreement and any other agreements between Wmax and Customer.
Unauthorised use: the Wmax shall not be liable for any loss, liability or cost whatsoever arising from any unauthorised use of the Software and/or any of the services. Without derogating from generality of indemnification provisions under the Agreement, the Customer shall indemnify, protect and hold the Wmax, its owners, subsidiaries, affiliates, employees, management and third party contractors harmless from and against all losses, liabilities, judgments, suits, actions, proceedings, claims, damages and costs resulting from or arising out of any act or omission by any person using the MM Account and/or any service using current designated Credentials or other authentication and/or access details provided by the Wmax to the Customer, whether or not the Customer actually authorized such use
26. CROSS TRADE CONSENT
The undersigned hereby acknowledges and agrees that a situation may arise whereby an officer, director, affiliate, associate, employee, bank, bank employee or dealer associated with Wmax may be the opposing broker for a trade entered for the undersigned’s account. The undersigned hereby consents to any such transaction, subject to the limitations and conditions, if any, contained in the Rules or Regulations of any bank, institution, exchange or board of trade upon which such buy or sell orders are executed, and subject to the limitations and conditions, if any, contained in any applicable Regulations of any applicable regulatory agency.
27. TERMS AND HEADINGS
The term “Wmax” shall be deemed to include Wmax, its divisions, successors and assigns; the term “Customer” shall mean the party (or parties) executing the Agreement; and the term “Agreement” shall include all other agreements and authorizations executed by Customer in connection with the maintenance of Customer’s account with Wmax regardless of when executed. The paragraph headings in this Agreement are inserted for convenience of reference only and are not deemed to limit the applicability or affect the meaning of any of its provisions.
This Agreement shall not be deemed to be accepted by Wmax nor become a binding contract between Customer and Wmax until approved by Wmax.
29. GOVERNING LAW AND JURISDICTION
This Agreement, and the rights and obligations of the parties hereto, shall be governed by and enforced in all respects by the laws of Federation of Saint Kitts and Nevis, without regard to choice of law principles
Customer agrees that any civil action, arbitration or other legal proceeding between Wmax or its employees or agents, on one hand, and Customer on the other hand, arising out of or relating to this Agreement or Customer’s account shall be brought, heard and resolved only by courts located in the Federation of Saint Kitts and Nevis and Customer hereby waives trial by jury in any such action or proceeding and waives the right to have such proceeding transferred to any other location. No action, regardless of form, arising out of or relating to this agreement or transactions hereunder may be brought by Customer more than one year after the cause of action arose. Customer hereby submits and consents to personal jurisdiction in any court in the Federation of Saint Kitts and Nevis and appoints and designates Wmax (or any other party whom Wmax may from time to time
hereinafter designate) as Customer’s true and lawful attorney in-fact and duly authorized agent for service of legal process, and agrees that service of such process upon Wmax or such other party shall constitute personal service of such process upon Customer; provided, that Wmax or such other party shall, within five days after receipt of any such process, forward the same by air courier or by certified or registered mail, together will all papers affixed thereto, to Customer at Customer’s last known mailing address.
Customer agrees and acknowledges that all conversations regarding Customer’s account(s) between Customer and Wmax personnel may be electronically recorded with or without the use of an automatic tone-warning device. Customer further agrees to the use of such recordings and transcripts thereof as evidence by either party in connection with any dispute or proceeding that may arise involving Customer or Wmax. Customer understands that Wmax destroys such recordings at regular intervals in accordance with Wmax established business procedures and Customer hereby consents to such destruction.
Customer agrees and acknowledges that the service provided by Wmax to Customer hereunder is not adapted for trading techniques commonly known as “scalping” or “picking” (“Scalping”). In the event of Customer employing the Scalping techniques, Customer agrees and acknowledges that Wmax may in Wmax’s sole discretion take one or more, or any portion of, the following actions: (i) close Customer’s account; (ii) suspend Customer’s account for an indefinite period of time; (iii) carry out an investigation on Customer’s account for an indefinite period of time; (iv) charge a penalty fee to Customer in the same or greater amount of money that resulted from Customer using Scalping techniques.
33. EXPERT ADVISERS
Automated trading systems, or “Expert Advisers” allow trade operations to be carried out without the Customer’s participation. Most types of EAs are generally allowed, however, certain types of EAs exceed Wmax’s risk parameters may be prohibited. Customer agrees and acknowledges that Wmax may in Wmax’s sole discretion disable Customer’s ability to use Expert Advisers, without any prior notice. Customer agrees and acknowledges that no claims will be accepted for any loss directly or indirectly resulting from the disabling of EA use on Customer’s account. Wmax may, at Wmax’s sole discretion, reinstate EA privileges after an indefinite period of time.
The Customer understands, acknowledges and agrees that Wmax may amend or change this Agreement at any time. Wmax will provide Written Notice to the Customer of any such amendment or change by posting the amendment or change to its Website or by sending an email message to the Customer. The Customer agrees to be bound by the terms of such amendment or change on the earlier of:
(i) 5 (five) Business Days after Wmax has posted notice of such amendment or change to Wmax’s Website; or
(ii) on the date of the entry of any Order other than a liquidating Order.
In the event that the Customer objects to any such change or amendment, the Customer agrees to liquidate the Customer’s Open Positions and instruct Wmax regarding the disposition of all assets in the Customer’s Trading Account within 5 (five) Business Days after notice of the amendment or change has been posted to Wmax’s Website.
THIS IS A LEGALLY BINDING CONTRACT. YOU HAVE TO CAREFULLY READ ALL OF THE FOREGOING COMPLETELY AND COMPLETED THE CUSTOMER APPLICATION TO OPEN AN INDIVIDUAL/CORPORATE TRADING ACCOUNT.
Your consent acknowledges that you have carefully read, in its entirety, and understood the Wmax Customer Agreement, Risk Disclosure Statement, Terms of Business, and that you agree to all of the provisions contained therein. Your consent further represents, warrants and certifies that the information provided by you in the Customer Application to open an Individual/Corporate Trading Account is correct and complete.