Terms & Conditions

This Agreement is executed by and between SMART-FX, (the “Company”), address The financial services center Stoney ground Kingstown, Saint Vincent and the Grenadines, and the Client, a physical or legal person, (the “Client”).Clearing and billing services are done by SMART-FX, SMART-FX is a trading name of SMART ENTERPRISE EOOD , 53A, KAZBEK St. , SOFIA 1618 , SOFIA , BULGARIA

This Agreement will be governed by in accordance with the laws of Saint Vincent and the Grenadines without regard to its choice of law principles. Any legal action or proceeding arising in connection with this Agreement will be brought exclusively in courts of Saint Vincent and the Grenadines, and the parties irrevocably consent to such personal jurisdiction and venue.

RETAIL CLIENT AGREEMENT

Note: The English version of this agreement is the governing version and shall prevail whenever there is any discrepancy between the English version and the other versions.

This client agreement, together with any Schedule(s), and accompanying documents, as amended from time to time, (this "Agreement") sets out the terms of the contract between you and us. Please read it carefully and let us know as soon as possible if there is anything which you do not understand. The agreement is the Partners Media Ltd, referred as "Company" in the remainder of the agreement.

1. INTERPRETATION

In this Agreement:

" Account" means the account you hold with us and designated with a particular account number.

" Applicable Regulations"

1. IFSC Rules or any other rules of a relevant regulatory authority; and

2. All other applicable laws, rules and regulations as in force from time to time.

"Associate" means an undertaking in the same group as us, a representative whom we or an undertaking in the same group as us appoint, or any other person with whom we have a relationship that might reasonably be expected to give rise to a community of interest between us and them.

"Base Currency" means US Dollars.

"Business Day" means a day which is not a Saturday or a Sunday and upon which banks are open for business in Belize.

"Client Money Rules" means the rules specified in paragraph 18(2)(j) of the Law which provides for the Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated Markets and other related matters and the Directives and Circulars issued pursuant to this paragraph, as amended from time to time by IFSC.

"Contract for Differences" or " CFD" means the financial instrument specified in paragraph (9) of Part III of Third Appendix of the Law which provides for the Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated Markets and other related matters.

"Credit Support Provider" means any person who has entered into any guarantee, hypothecation, agreement, margin or security agreement in our favour in respect of your obligations under this Agreement.

"IFSC" is an abbreviation for “International Financial Services Commission”.

"IFSC Rules" means the Law which provides for the Provision of Investment Services, the Exercise of Investment Activities, the Operation of Regulated Markets and other related matters, the Prevention and Suppression of Money Laundering Activities Law, the Directives, Circulars and all other regulations issued pursuant to these Laws and all guidance notes, administrative notices, newsletters and rules published by the International Financial Services Commission.

"Electronic Services" means a service provided by us, for example an Internet trading service offering clients access to information and trading facilities, via an internet service, a WAP service and/or an electronic order routing system.

"Event of Default" means any of the events of default as listed in Clause 14.1 to Clause 14.9 of Clause 14.1 (Events of Default).

"Execution" means the completion of clients’ orders on Company's trading platform, where Company acts as a principal to clients’ transactions.

"OTC" means ‘over the counter’ and refers to transactions conducted otherwise than on an exchange.

"Secured Obligations" means the net obligation owed by you to us after the application of set-off under clause 12 (Margining Arrangements) in the paragraph entitled (Set-off on default).

"FX Contract" means a contract between Company and its Client to exchange two currencies at an agreed exchange rate.

"System" means all computer hardware and software, equipment, network facilities and other resources and facilities needed to enable you to use an Electronic Service.

"Transaction" means any transaction subject to this Agreement and includes a CFD, or forward contract of any kind, future, option or other derivative contract in relation to any commodity, financial instrument (including any security), currency, interest rate, index or any combination thereof and any other transaction or financial instrument for which we are authorised under our licence from time to time which we both agree shall be a Transaction.

2. INTRODUCTION

Scope of this Agreement

This Agreement sets out the basis on which we will provide services to you. This Agreement governs each Transaction entered into or outstanding between us on or after the execution of this Agreement.

Commencement

This Agreement supersedes any previous agreement between you and us on the same subject matter and takes effect when you indicate your acceptance via our website. This Agreement shall apply to all Transactions contemplated under this Agreement.

3. GENERAL

Information about us

Company is a market maker for CFD and FX Contracts. Company owns and operates websites, trading platforms and brand names as indicated in its website ( http://www.smart-fx.com). Company operates through these websites which allow online trading.

Language

This Agreement is supplied to you in English and we will continue to communicate with you in English for the duration of this Agreement. However, where possible, we will communicate with you in other languages in addition to English.

Communication with us

You may communicate with us in writing (including fax), by email or other electronic means, or orally (including by telephone). Our contact details are set out in Clause 19 (Miscellaneous) under the heading “Notices”. The language of communication shall be English, and you will receive documents and other information from us in English. However, where appropriate and for your convenience, we will endeavour to communicate with you in other languages. Our website contains further details about us and our services, and other information relevant to this Agreement. In the event of any conflict between the terms of this Agreement and our website this Agreement will prevail.

Capacity

We act as principal and not as agent on your behalf and you enter this Agreement as principal and not as agent (or trustee) on behalf of someone else. We shall treat you as a retail client for the purposes of the IFSC Rules and the Applicable Regulations. You have the right to request a different client categorisation. However, if you do request such different categorisation and we agree to such categorisation, the protection afforded by certain IFSC Rules and the other Applicable Regulations may be reduced. This may include, but is not limited to:

1. The requirement for us to act in accordance with your best interests;

2. Our obligation to provide appropriate information to you before providing the services;

3. The restriction on the payment or receipt by us of any inducements;

4. Our obligation to achieve best execution in respect of your orders;

5. The requirement to implement procedures and arrangements which provide for the prompt, fair and expeditious execution of your orders;

6. Our obligation to ensure that all information we provide to you is fair, clear and not misleading; and

7. The requirement that you receive from us adequate reports on the services provided to you.

Legal Age

Company's services and products traded are only available to individuals who are at least 18 years old (and at least the legal age in your jurisdiction). You represent and warrant that if you are an individual, you are at least 18 years old and of legal age in your jurisdiction to form a binding contract, and that all registration information you submit is accurate and truthful. The Company reserves the right to ask for proof of age from you and your account may be suspended until satisfactory proof of age is provided. Company may, in its sole discretion, refuse to offer its products and services to any person or entity and change its eligibility criteria at any time.

General interpretation

A reference in this Agreement to a “clause” or “Schedule” shall be construed as a reference to, respectively, a clause or Schedule of this Agreement, unless the context requires otherwise. References in this Agreement to any statute or statutory instrument or Applicable Regulations include any modification, amendment, extension or re-enactment thereof. A reference in this Agreement to “document” shall be construed to include any electronic document. The masculine includes the feminine and the neuter and the singular includes the plural and vice versa as the context admits or requires. Words and phrases defined in the IFSC’s Rules and the Applicable Regulations have the same meaning in this Agreement unless expressly defined in this Agreement.

Schedules

The clauses contained in the attached Schedule (as amended from time to time) shall apply. We may from time to time send to you further Schedules in respect of Transactions. In the event of any conflict between the clauses of any Schedule and this Agreement, the clauses of the Schedule shall prevail. The fact that a clause is specifically included in a Schedule in respect of one Transaction shall not preclude a similar clause being expressed or implied in relation to any other Transaction. You acknowledge having read, understood and agreed to the Schedules to this Agreement.

Headings

Headings are for ease of reference only and do not form part of this Agreement.

4. REGULATION

Subject to Applicable Regulations

This Agreement and all Transactions are subject to Applicable Regulations so that:

1. Nothing in this Agreement shall exclude or restrict any obligation which we have to you under Applicable Regulations;

2. We may take or omit to take any action we consider necessary to ensure compliance with any Applicable Regulations;

3. All Applicable Regulations and whatever we do or fail to do in order to comply with them will be binding on you; and

4. Such actions that we take or fail to take for the purpose of compliance with any Applicable Regulations shall not render us or any of our directors, officers, employees or agents liable.

5. Action by regulatory body

If a regulatory body takes any action which affects a Transaction, then we may take any action which we, in our reasonable discretion, consider desirable to correspond with such action or to mitigate any loss incurred as a result of such action. Any such action shall be binding on you. If a regulatory body makes an enquiry in respect of any of your Transactions, you agree to co-operate with us and to promptly supply information requested in connection with the enquiry.

5. COSTS, PAYMENTS AND CHARGES Charges

You shall pay our charges as agreed with you from time to time, any fees or other charges imposed by a clearing organisation and interest on any amount due to us at the rates then charged by us (and which are available on request). A copy of our current charges is published on our website. Any alteration to charges will be notified to you before the time of the change.

Additional costs

You should be aware of the possibility that other taxes or costs may exist that are not paid through or imposed by us.

Payments

All payments to us under this Agreement shall be made in such currency as we may from time to time specify to the bank account designated by us for such purposes. All such payments shall be made by you without any deduction or withholding.

Remuneration and sharing of charges

We may share charges with partners, affiliates, business introducers and agents in connection with Transactions carried out on your behalf. Business introducers and agents are paid on the basis of the percentage of spread. Partners and affiliates get fixed fees. Details of such remuneration or sharing arrangements are available to you upon request. If you require more information on the fees and commissions that we pay to business introducers and other affiliates, let us know and we will provide you with further information.

Rollovers, Interest

A daily financing charge may apply to each FX/CFD open position at the closing of Company’s trading day as regard to that FX/CFD. If such financing charge is applicable, it will either be requested to be paid by Customer directly to Company or it will be paid by Company to Customer, depending on the type of FX/CFD and the nature of the position Customer holds. The method of calculation of the financing charge varies according to the type of FX/CFD to which it applies. Moreover, the amount of the financing charge will vary as it is linked to current interest rates (such as LIBOR). The financing charge will be credited or debited (as appropriate) to Customer’s account on the next trading day following the day to which it relates.

SmartFX reserves the right to change the method of calculating the financing charge, the financing rates and/or the types of FX/CFDs to which the financing charge applies. For certain types of FX/CFDs, a commission is payable by Customer to open and close FX/CFD positions. Such commission payable will be debited from Customer’s account at the same time as Company opens or closes the relevant FX/CFD. Changes in our swap interest rates and calculations shall be at our own discretion and without notice. Clients need to always check our website for the then current rates charged. Rates may change quickly due to market conditions (changes in interest rates, volatility, liquidity etc.) and due to various risk related matters that are at the firm's sole discretion.

The future contract on which a CFD is based has an expiration date, and clients will be able to close their CFD positions until this date. Positions not closed by clients by this date will be closed by Company at the last available price. Approximately 3-5 days before expiring, a new CFD based on the next future contract will begin trading. During this period, no new positions can be opened in the old CFD contract.

This Adjustment will show up in your account under Rollover Charge and will not affect the real value of your Equity. However, you should be aware that the switch between the two Future prices of the underlying CFD could involve a substantial price difference. Therefore, Entry Orders might be filled on Market rates rather then on the predefined rates. If you do not want to incur the price adjustment or any implication of the underlying CFD rollover, you can close your position(s) and/or cancel Orders before the rollover date and open a new position afterwards. Company, at its best effort, will inform customers about any projected expiration of instruments by Popup, email or through the site.

Any open FX/CFD transaction held by Customer at the end of the trading day as determined by Company or over the weekend, shall automatically be rolled over to the next business day so as to avoid an automatic close and physical settlement of the transaction. Customer acknowledges that when rolling over such transactions to the next business day, a premium may be either added or subtracted from Customer’s account with respect to such transaction. The MT4 platform calculates overnight rollover at 21:00 GMT and the rollover charge/credit is debited or credited to and from the trading account. Example: If you sell 1 lot EURUSD, you will pay rollover costs on 100.000 Euro, which at the current rate would be $0.017. This rate may vary over time, for actual rates click here.

On Wednesday at 21:00 GMT, overnight rollover fees are multiplied by three (x3) in order to compensate for the upcoming weekend. The premium amount shall be determined by Company from time to time, in Company's absolute discretion. Customer hereby authorizes Company to add or subtract the premium to or from Customer’s account for any open transaction that have accrued a premium, in accordance with the applicable rate thereto, each day at the time of collection specified on the trading platform for each individual instrument, as applicable.

6 RIGHT TO CANCEL

You have a right to cancel this Agreement for a period of fourteen (14) days commencing on the date on which this Agreement is concluded or the date on which you receive this Agreement (whichever is later) (the “ Cancellation Period”). Should you wish to cancel this Agreement within the Cancellation Period, you should send notice in writing to the following address:Company or electronically to the following email address: info@smart-fx.com. Cancelling this Agreement within the Cancellation Period will not cancel any Transaction entered into by you during the Cancellation Period. If you fail to cancel this Agreement within the Cancellation Period you will be bound by its terms but you may terminate this Agreement in accordance with Clause 17 (Termination Without Default).

7 .NON ADVISED

Execution only

We deal on an execution only basis and do not advise on the merits of particular Transactions, or their taxation consequences.

Own judgement and suitability

Without prejudice to our foregoing obligations, in asking us to enter into any Transaction, you represent that you have been solely responsible for making your own independent appraisal and investigations into the risks of the Transaction. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any Transaction and that you have read and accepted the Risk Disclosure Statement and guidelines in relation to the financial instruments and the markets which are available in our websites. We give you no warranty as to the suitability of the products traded under this Agreement and assume no fiduciary duty in our relations with you.

Incidental information and investment research

Where we do provide generic trading recommendations, market commentary or other information:

1. This is incidental to your dealing relationship with us. It is provided solely to enable you to make your own investment decisions and does not amount to advice;

2. Where information is in the form of a document containing a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, you agree that you will not pass it on to any such person or category of persons;

3. We give no representation, warranty or guarantee as to the accuracy or completeness of such information or as to the tax consequences of any Transaction;

4. You accept that prior to despatch, we may have acted upon it ourselves or made use of the information on which it is based. We do not make representations as to the time of receipt by you and cannot guarantee that you will receive such information at the same time as other clients. Any published research reports or recommendations may appear in one or more screen information service.

Conflicts of interest policy

Please refer to our conflicts of interest policy for further information on how we manage conflicts which would affect the impartiality of investment research we provide to you. Upon request, we will provide you with any further details in that regard.

8. CUSTOMER ACCOUNTS AND INITIAL DEPOSITS

Documents

Before you can place an order with Company, you must read and accept this Agreement, including the risk disclosure statement, the trading policies and procedures as listed in Clause 9 below, and all applicable addenda, you must deposit sufficient clear funds in your account and your customer registration form and all accompanying documents must be approved by Company. Upon the approval of your registration, you will be notified by e-mail. Company may, in its sole discretion, request that in addition to online acceptance of this Agreement, Customer must complete and submit any signed documents so required by Company, including but not limited to this Agreement and the Risk Disclosure Statement.

Currency of Accounts

You will be able to open your trading Account(s) in USD/EUR/GBP/CAD/JPY or any currency that may be offered by Company. Account(s) balances will be calculated and reported to you in the currency in which Account(s) are maintained.

Joint Accounts

In addition to the conditions listed in Clause 9 in the paragraph entitled “Authority” with regards to joint Account holders, the following additional conditions apply.

Where your trading Account held with Company, is jointly owned by two or more beneficiaries:

1. Each joint Account holder will be jointly and severally liable for all obligations to Company arising in respect of your joint trading Account.

2. Each of you is separately responsible for complying with the terms of this Agreement.

3. If there is a dispute between you which we know about, we may insist that both or all of you authorise written instructions to us.

4. If one of you dies, the survivor(s) may continue to operate the trading Account and if there is more than one survivor, the provisions of this paragraph will continue to apply to the trading Account.

5. Where you provide personal and financial information relating to other joint Account holders for the purpose of opening or administering your trading Account you confirm that you have their consent or are otherwise entitled to provide this information to us and for us to use it in accordance with this Agreement.

6. Any of you may request closure and the redirection of balances, unless there are circumstances that require us to obtain authorisation from all of you.

7. Each of you will be given sole access to the funds initially deposited by you in your joint trading Account. Should you wish to withdraw these funds from your trading Account, you will be required to complete and sign a withdrawal form, upon receipt of the completed and signed withdrawal form you will be granted permission by Company to withdraw funds up to the amount you initially deposited, provided that the conditions for withdrawals stipulated in Clause 9 are satisfied. Company will credit the amount withdrawn in the same bank account from where it was originally debited.

8. When removing the profit, if any owner wishes to remove the profit from the collaborative trading account, you will need to complete and sign the form of withdrawals from the account in case of fulfillment of the conditions specified in para. 9. On receipt of the completed and signed form of funds withdrawals you will granted permission to the Company to withdraw profits from your trading account sharing. The company will pay profit amount withdrawn to the same bank account from which it was originally released.

9. To this agreement was valid and binding, it is necessary that all the owners of a joint account have signed this agreement and if you and / or other account holders wish to terminate this Agreement and close the joint trading account, which is owned by the Company, you must obtain the written permission of the account holder in accordance with the provisions of Clause 17 of this Agreement.

Otherwise, the client can claim ONLY ON OUTPUT OF OWN FUNDS. ALL INCOME IN CASE OF FAILURE OF FORMATION MINI CUSTOMER ACCOUNT REMAINS IN THE COMPANY.

Islamic Accounts

In the event that Customer due to its observance of Islamic religious beliefs cannot receive or pay interest, Customer may elect to designate, in the manner provided by Company, its trading account to be an Islamic Account, which is not charged with, or entitled to, premiums and/or rollovers and/or interest. In the event that Customer designates its account as an Islamic account, Company shall consider it an abuse of Islamic Account conditions if Customer keeps transactions open for more than 5 days. In circumstances where Company considers that Customer is abusing the Islamic Account conditions commissions will be charged.

A daily financing charge may apply to each FX/CFD open position at the closing of Company's trading day as regard to that FX/CFD. If such financing charge is applicable, it will either be requested to be paid by Customer directly to Company or it will be paid by Company to Customer, depending on the type of FX/CFD and the nature of the position Customer holds. The method of calculation of the financing charge varies according to the type of FX/CFD to which it applies. Moreover, the amount of the financing charge will vary as it is linked to rates such as LIBOR. The financing charge will be credited or debited (as appropriate) to Customer’s account on the next trading day following the day to which it relates.

Company reserves the right to change the method of calculating the financing charge, the financing rates and/or the types of FX/CFDs to which the financing charge applies. For certain types of FX/CFDs, a commission is payable by Customer to open and close FX/CFD positions. Such commission payable will be debited from Customer’s account at the same time as Company opens or closes the relevant FX/CFD. Changes in our swap rates and calculations shall be at our own discretion and without notice. Clients need to always check our website for the then current rates charged. Rates may change quickly due to market conditions (changes in volatility, liquidity etc.) and due to various risk related matters that are at the firm's sole discretion.

The future contract on which a CFD is based has an expiration date, and clients will be able to close their CFD positions until this date. Positions not closed by clients by this date will be closed by Company at the last available price. Approximately 3-5 days before expiring, a new CFD based on the next future contract will begin trading. During this period, no new positions can be opened in the old CFD contract.

This Adjustment will show up in your account under Rollover Charge and will not affect the real value of your Equity. However, you should be aware that the switch between the two Future prices of the underlying CFD could involve a substantial price difference. Therefore, Entry Orders might be filled on Market rates rather then on the predefined rates. If you do not want to incur the price adjustment or any implication of the underlying CFD rollover, you can close your position(s) and/or cancel Orders before the rollover date and open a new position afterwards. Company, at its best effort, will inform customers about any projected expiration of instruments by Popup, email or through the site.

Any open CFDs transaction held by Customer at the end of the trading day as determined by Company or over the weekend, shall automatically be rolled over to the next business day so as to avoid an automatic close and physical settlement of the transaction. Customer acknowledges that when rolling over such transactions to the next business day, a premium may be either added or subtracted from Customer’s account with respect to such transaction. The premium amount shall be determined by Company from time to time, in Company's absolute discretion. Customer hereby authorizes Company to add or subtract the premium to or from Customer’s account for any open transaction that have accrued a premium, in accordance with the applicable rate thereto, each day at the time of collection specified on the trading platform for each individual instrument, as applicable.

9. METHODS AND PROCEDURES OF TRADE

TRUCTION SUBMISSION

You can give us instructions in an electronic form through the online trading system SMART-FX or verbally on the phone in the Trade Division SMART-FX, unless we let you know that the orders can be sent in any other way. If you give orders over the phone, your call will be recorded. Telephone orders are accepted in personal discretion SMART-FX. If you give us instructions by telephone, computer or using other means of communication, we may ask you to confirm such instructions in writing. We have a right to follow orders despite the fact that you do not confirm them in writing. In this Agreement, the concept of “instructions” and “orders” has the same meaning.

Types of orders that are accepted

Some types of orders, which SMART-FX accepts:

1. Valid until cancelled Order (“GTC”) – an order (non-Market Order), which is valid until it is executed or canceled by the Client, in accordance with the terms. Orders with the “GTC” status is not automatically canceled by the end of th