TERMS AND CONDITIONS – CUSTOMER AGREEMENT
Risk Warning: Trading foreign exchange instruments carries a high level of risk to investors’ capital, and may not be suitable for all investors. Be Aware: You can lose all, but not more than the balance of your Trading Account. Before applying to receive services from FLIXANCE., the Client should carefully consider its objectives, financial situation and level of experience and the risks associated with trading foreign exchange, options and other financial instruments.
This is an important document. Your use of our services shall in any event constitute your acceptance of these terms and conditions.
These terms and conditions set out the terms upon which we may provide you with execution- only dealing services in relation to foreign exchange and/or such financial or other instruments that we may offer to you from time to time.
Whenever used in these terms and conditions, unless inconsistent with the subject matter or context, the following words shall have the following meanings:
“Agreement” means these general terms and conditions, together with all Trade Terms, schedules, attachments, supplements, addenda or other documents attached or referred to herein;
“Authorised User” has the meaning given in clause 8.1 of this Agreement;
“FOREX” means foreign exchange, a contract between two parties with no fixed settlement date that can be closed out by the holder for a cash settlement amount which represents the difference between the price of an underlying asset or thing agreed at the outset of the contract and its market price at the date of the settlement of the contract as determined by the issuer;
“Client” means the person accepted by FLIXANCE. as a client and, as the context may require, its officers, directors, employees and agents;
“Client Account” means the Client’s FLIXANCE. account which operates under the terms of this Agreement and allows the Client and the nominated Authorized Users to enter into transactions with FLIXANCE.;
“Collateral” means any money or asset provided to FLIXANCE. by the Client as collateral or security for any or all of the Client’s obligations under or pursuant to this Agreement, including without limitation the extension of credit by FLIXANCE. to the Client and/or the margining of transactions; 1
“Credit Limit” means the limit on the total amount of credit that FLIXANCE. will provide to the Client as described in clause 8.3.1;
“Day” means any day other than a day on which FLIXANCE. has notified the Client (on the FLIXANCE. Website or otherwise) that it is not open for business;
“Force Majeure Event” means an event the occurrence of which is beyond the reasonable control of the affected party to this Agreement, including but not limited to: an act of war or terrorism, industrial disputes, acts or regulations of any governmental or supranational bodies or authorities, breakdown, failure or malfunction of any telecommunications, electronic or computer services, networks, platforms, systems or the failure of any intermediate broker, agent, custodian or sub-custodian, dealer, exchange clearing house or regulatory or self- regulatory organisation or any other event that causes a material market disruption in respect of the underlying asset or instrument;
“FLIXANCE.” means Altridium Group Inc., reg number 211718
. Limited incorporated and registered in Suite 1 , second floor ,
sound & vision house , francis Rachel str , Victoria , mahe , Seychelles
and its successors and/or assigns;
“FLIXANCE. Website” means a website provided by Altridium Group Inc.. and designated by Altridium Group Inc.. as the website relating to the Services;
“Indication” has the meaning stated in clause 8.9 of this Agreement;
“Intellectual Property” means (i) patents, inventions, designs, copyright and related rights, database rights, trade marks and related goodwill, trade names (whether registered or unregistered), and rights to apply for registration; (ii) proprietary rights in domain names; (iii) knowhow and confidential information; (iv) applications, extensions and renewals in relation to any of these rights; and (v) all other rights of a similar nature or having an equivalent effect anywhere in the world;
“Margin Call” means an amount that FLIXANCE. may at its sole discretion require the Client to pay, in addition to the Margin Deposit, solely determined by FLIXANCE.;
“Margin Deposit” has the meaning stated in clause 8.5 of this Agreement; “Notice” has the meaning stated in clause 14 of this Agreement; 2
“Online Platform” means FLIXANCE.’s online transaction system for processing and executing trades relating to foreign exchange, or such financial or other instruments in respect of which FLIXANCE. may offer execution-only dealing services from time to time;
“Open Position” means a contract in which a client has entered into a transaction with FLIXANCE. and a further transaction is required in order to close the contract;
“Order” means an instruction communicated by the Client or an Authorized User to FLIXANCE. which constitutes a request for FLIXANCE. to execute a Trade;
“Services” means the provision of execution-only dealing services by FLIXANCE. in relation to foreign exchange or any financial or other instruments in respect of which FLIXANCE. may offer execution-only dealing services from time to time;
“Trade” means a transaction entered into by the Client pursuant to the Agreement;
“Trade Terms” means the additional terms and conditions applicable to transactions entered into by the Client pursuant to these terms and conditions as published on the FLIXANCE. Website from time to time.
In this Agreement, the following rules apply:
(i) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular;
(ii) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(iii) a reference to a party includes its personal representatives, successors or permitted assigns;
(iv) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted from time to time. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; and
(v) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
3) This Agreement
3.1 This Agreement represents all the terms and conditions agreed between FLIXANCE. and the Client regarding the Services that FLIXANCE. may provide to the Client, unless otherwise agreed between the parties.
3.2 Acceptance by the Client of this Agreement shall, where applicable, be by positive affirmation of the Client’s acceptance or alternatively by the Client placing an Order with FLIXANCE. or otherwise using FLIXANCE.’s
3.3 Unless agreed otherwise or otherwise notified by FLIXANCE., the dealing capacity of FLIXANCE. and of the Client in transactions shall both be as principal.
3.4 This Agreement will come into effect on the date the Client acknowledges receipt of it during the account opening or (where there is no acknowledgement) when the Client first submits an Order or otherwise uses the Services, and, for any new versions thereafter, on the date we notify the Client. This Agreement is supplied to the Client in English.
4) Altridium Group Inc. and Our Services
4.1 Altridium Group Inc., registered office and its principal place of business is Suite 1 , second floor ,
sound & vision house , francis Rachel str , Victoria , mahe , Seychelles
4.2 FLIXANCE. does not offer investment advice. If the Client is unsure as to the merits or suitability of a transaction, it should seek advice from an independent financial adviser. FLIXANCE. does not make personal investment recommendations in relation to the Services or the Online Platform. Any information provided by or made available by FLIXANCE., including through the Online Platform or any related system or website is provided solely to enable clients to make their own investment decisions and should not be treated as a recommendation to buy, sell or otherwise deal with any particular investment.
4.3 The Client acknowledges that it shall be solely responsible for any decision to enter into any transactions with FLIXANCE.. FLIXANCE. will not be liable to the Client for any losses it might incur as a result of reliance on any information provided by FLIXANCE., nor in the event that any transaction effected pursuant to this Agreement is not fully covered by any margin the Client has provided or otherwise results in a loss on the Client Account. The Client remains fully responsible and liable for any losses (other than those caused by FLIXANCE.’s fraud, negligence or willful default), costs and settlements arising from any Trades entered into before any termination of its relationship with FLIXANCE.
5) Client Representations and Warranties
5.1 The Client represents and warrants (i.e. the Client is making a formal declaration on which FLIXANCE. will rely when providing the Services) to FLIXANCE. that:
5.1.1 execution and delivery by the Client of this Agreement, and performance of all of the Client’s obligations contemplated under this Agreement, does not violate any law applicable to the Client or conflict with any obligation (including without limitation any contractual or fiduciary obligation) to which the Client is subject;
5.1.2 the Client complies with all applicable law and regulation;
5.1.3 all information provided by the Client to FLIXANCE. is true, correct and complete, and the Client will notify FLIXANCE. promptly of any changes to such information;
5.1.4 the Client shall make on-going disclosure to FLIXANCE. of any matters that may affect the operation of this Agreement or of the ability of the Client to pay Margin Calls or to remain solvent;
5.1.5 the Client shall provide FLIXANCE. with such information as FLIXANCE. may require to enable FLIXANCE. to satisfy its own legal obligations, including without limitation any information relating to anti-money laundering, anti-terrorist financing and anti-bribery and corruption.
5.2 If the Client is an individual, in addition to the representations and warranties contained in clause 5.1, it also represents and warrants that it is at least eighteen years old.
5.3 If the Client is a company, firm, corporate or other legal person, in addition to the representations and warranties contained in clause 5.1, it also represents and warrants that it is duly constituted and incorporated and possesses the requisite power to enter into this Agreement and all transactions made or to be made pursuant to this Agreement, and in any case, this Agreement and such transactions are and will constitute legally binding and enforceable obligations of the Client.
5.4 If the Client is acting in its capacity as trustee of a trust, in addition to the representations are warranties contained in clause 5.1, it also represents, warrants that:
5.4.1 the relevant trust instrument is valid and complies with all applicable laws; 5.4.2 the Client is properly appointed as sole trustee of the trust;
5.4.3 the Client has a right of indemnity from the trust assets in respect of this Agreement and the transactions contemplated by it;
5.4.4 the Client will comply with its duties as trustee of the trust;
5.4.5 the Client will not do anything which may result in the loss of its right of indemnity from the trust assets;
5.4.6 the Client will remain sole trustee of the trust;
5.4.7 if, despite the above, the Client is replaced or joined as trustee, the Client undertakes to procure that the new trustee shall be bound by this Agreement and any other Agreement relating to a transaction contemplated by this Agreement to which the Client is expressed to be a party, or by a document which is identical in effect;
5.4.8 the Client will not resettle, set aside or distribute any of the assets of the trust without FLIXANCE.’s written consent unless compelled to do so by the trust instrument; and
5.4.9 the Client will not amend or vary the trust instrument without FLIXANCE.’s written consent.
5.5 If the Client is acting in its capacity as trustee of a trust but is not the sole trustee of the trust it is a requirement that each and every trustee agrees in writing to be bound by the terms of this Agreement and by any transactions entered into in connection with this Agreement before FLIXANCE. will provide Services to the Client.
5.6 If the Client is comprised of two or more legal or natural persons then a reference to a right or obligation of the Client under this Agreement or under a transaction contemplated by this Agreement confers that right or imposes that obligation, as the case may be, jointly and severally on those persons.
5.7 The Client acknowledges that FLIXANCE. will enter into the transactions contemplated by this Agreement in reliance on the representations and warranties made by the Client.
6) Data Protection and Confidentiality
6.2 FLIXANCE. will use reasonable precautions to maintain the confidentiality of information FLIXANCE. receives from the Client and material and/or data the Client provides, creates, inputs or develops in connection with the Client’s use of the Services. Nonetheless, because such information, material and/or data may be provided through the internet or by facsimile transmission, the Client hereby acknowledges and agrees that FLIXANCE. cannot assure that such information, material and/or data will continue to be confidential. 6
6.3 The Client accepts the risk of a third party receiving confidential information concerning the Client and specifically releases FLIXANCE. from responsibility for any claim arising out of a third party intercepting, accessing, monitoring or receiving any communication from a Client intended to be provided to FLIXANCE. or from FLIXANCE. intended to be provided to the Client. The Client will remain entirely responsible and liable for any such claim.
6.4 The Client acknowledges and agrees that FLIXANCE. may disclose any information relating to the Client or any Authorized User (including without limitation, the name of the Client or Authorized User and other personal and financial information relating to the Client or Authorized User) to its employees, representatives, officers, agents, affiliates, subsidiaries, and parent companies, any governmental agency, entity or body, any internet service provider or any other third party agent or service provider for any purpose related to offering, providing, administering or maintaining the Services, or to comply with applicable law and regulation.
7) Intellectual Property
7.1 FLIXANCE hereby grants the Client (and in respect of third party providers, only to the extent FLIXANCE. is permitted to do so) a temporary, non-exclusive, non-transferable license to use the software, data and information obtained through, downloaded from or provided by FLIXANCE. (including without limitation the Online Platform) for the sole and exclusive purpose of receiving the Services.
7.2 The Client agrees that FLIXANCE. is the sole owner (except to the extent owned by third party licensors, including any associated companies) of all right, title and interest in the Online Platform and any information or data generated by the Online Platform.
7.3 The Client shall not enter into commitments for or in the name of FLIXANCE., represent itself as being affiliated with, or authorised to act for FLIXANCE. or, save as specifically authorised in this Agreement, use FLIXANCE.’s Intellectual Property for any purpose whatsoever.
8) Operation Of Client Account
8.1 List of Authorised Users
8.1.1 The Client shall provide FLIXANCE. with a list of people authorised to access the Services and/or enter into Trades on the Client’s behalf (each an “Authorised User”). The Client shall immediately notify FLIXANCE. when any new person becomes an Authorised User or when any existing Authorised User is no longer entitled to be an Authorised User. Upon FLIXANCE. receiving Notice of any such change in Authorised User it shall be deemed to be effective within one Day. The notice shall not affect any Trades already executed or Orders already placed.
8.1.2 The Client hereby agrees to remain responsible and liable for any loss incurred by an Authorised User entering into any Trade or other transaction contemplated under this Agreement.
8.1.3 Until FLIXANCE. receives a Notice to the contrary which becomes effective in accordance with Clause 8.1.1, FLIXANCE. may continue to assume that all existing Authorised Users have authority to execute legally binding transactions with FLIXANCE.. All instructions given and accepted by an Authorised User will be deemed to be instructions authorised by the Client and shall be binding upon the Client. 7
8.2 Acceptance of Trade Terms
8.2.1 The Client may place Orders with FLIXANCE. via the Online Platform or by such other means as FLIXANCE. may from time to time specify in writing.
8.2.2 The Client’s placement of an Order with FLIXANCE. constitutes agreement by the Client to the Trade Terms.
8.2.3 FLIXANCE. may, at its sole and absolute direction, accept or decline an Order.
8.2.4 Ho FLIXANCE pe Area. shall, to the extent permitted by law, notify the Client of any decision to decline an Order but is under no obligation to provide a reason for the Order being declined.
8.2.5 If FLIXANCE. accepts an Order, it may execute all of part of the Order and enter into a Trade in accordance with the Trade Terms, together with the terms of the Agreement.
8.3 Credit Limits
8.3.1 The Client acknowledges and agrees that:
126.96.36.199 FLIXANCE. may grant certain clients a “Credit Limit”. A Credit Limit is a pre-agreed amount of the relevant currency set by FLIXANCE. at its sole and absolute discretion that can be used to offset against the value of any Open Positions or unsettled Trades;
188.8.131.52 if the negative mark to market value of an Open Position is approaching or has exceeded the Client’s Credit Limit, FLIXANCE. reserves the right to Margin Call the Client in an amount entirely at its discretion;
184.108.40.206 FLIXANCE. may set the Credit Limit at its sole and absolute discretion; and
220.127.116.11 any Credit Limit set by FLIXANCE. may be reduced, varied or withdrawn immediately and at any time.
8.3.2 The Client acknowledges that if FLIXANCE. acts on an instruction which would result in a Credit Limit being exceeded:
18.104.22.168 FLIXANCE. is not obliged to advise the Client that the Credit Limit will be exceeded;
22.214.171.124 the Client will continue to be responsible and liable to FLIXANCE. for all amounts including those that exceed the Credit Limit; and
126.96.36.199 FLIXANCE. is not obliged to act upon any subsequent instruction where a Credit Limit might be exceeded.
8.4. Authorization Limits
FLIXANCE. may, at its own discretion, impose an authorization limit on the Client and/or one or more Authorized Users at any time. Such as authorization limit may include a limit on the number, size or value of Orders that can be submitted or remain outstanding at any time and/or of any or all Open Positions.
8.5. Margin Deposit
Before accepting an Order, FLIXANCE. may in its absolute discretion require a deposit of between 0 and 100% of the Order’s value in respect of any anticipated or existing Open Positions which the Client has or will have with FLIXANCE. to be paid by the Client to FLIXANCE. (the “Margin Deposit”).
8.6 Forced Liquidation
8.6.1 The Client is required to maintain sufficient level of Margin Deposit (as determined by FLIXANCE. at its sole discretion) in its Client Account at all times. FLIXANCE. reserves its full rights to close out all or any Open Positions:
188.8.131.52 if at any time the Margin Deposit held by FLIXANCE. is approaching or is no longer sufficient to cover the negative mark to market value of any or all Open Positions that the Client has with FLIXANCE.; or
184.108.40.206 if at any time the pre-agreed Credit Limit assigned to the Client by FLIXANCE. is no longer sufficient to cover the negative mark to market value of any or all Open Positions that the Client has open with FLIXANCE..
220.127.116.11 If FLIXANCE. believes that the Client may not be able to pay to FLIXANCE. any amount when due or that the Client may be or become insolvent or bankrupt (as applicable).
8.6.2 FLIXANCE. shall have the right, at its sole discretion, to determine the mark to market value of any Open Position from time to time.
8.6.3 The Client shall monitor its balance in the Client Account and ensure that it maintains a sufficient Margin Deposit.
8.6.4 In addition to other remedies available to FLIXANCE., if the Client fails to pay an amount when due under this Agreement, FLIXANCE. has the right to close out or terminate (by either buying or selling) any or all of the Client’s Open Positions.
8.7 Set-Off Against Monies Owed
8.7.1 In addition to other remedies available to FLIXANCE., if the Client fails to pay any amount when due under this Agreement, FLIXANCE. may set off against such amount any amount payable by FLIXANCE. to the Client.
8.7.2 FLIXANCE. is entitled to set off against any amounts due to it by the Client any amounts received by FLIXANCE. from or on behalf of the Client including but not limited to monies received as Margin Deposits or Margin Calls. FLIXANCE. may determine the application of any amounts which are to be set off at its absolute discretion.
8.7.3 The Client may not set off against any amounts due to it by FLIXANCE., any amounts FLIXANCE. owes to the Client.
Although FLIXANCE. will use all reasonable efforts to process a Trade on a timely basis, FLIXANCE. shall not, in the absence of its gross negligence, wilful misconduct or fraud, be responsible or liable for delays, damages, failures or errors in the completion of the Trade.
8.9 Rates and Prices
Rate and price indications from FLIXANCE. are available via the Online Platform (the “Indication”). The Indication is not binding, and the Client agrees to accept the prices offered by FLIXANCE. when the Trade is executed (which may vary from the price in an Indication).
8.10 Quoting Error
Should a quoting error occur due to a typographical error or obvious mistake in a quote or Indication or the reported price of a Trade (the “Quoting Error”), FLIXANCE. is not liable for any damages, claims, losses, liabilities or costs arising from the Quoting Error. FLIXANCE. reserves the right to make the necessary adjustments to correct the Quoting Error. Any dispute arising from a Quoting Error will be resolved on the basis of fair market value, as determined by FLIXANCE. acting reasonably.
8.11 Inactive or Dormant Client Accounts
8.11.1 If for any consecutive period of 180 days, the Client does not trade then after those 180 days FLIXANCE. will deem the Client Account to be inactive or dormant (“Inactive”).
8.11.2 Once FLIXANCE. has deemed a Client Account to be Inactive, FLIXANCE. will be entitled to charge the Client an administrative fee (the “Inactive Account Fee”) in accordance with Inactive or Dormant Client Account procedures described on the FLIXANCE. Website which shall be such amount as FLIXANCE. may reasonably determine covers the administrative cost of continuing to operate the Inactive Client Account. FLIXANCE. will deduct the Inactive Account Fee from the Client Account balance on the day following the expiration of the Grace Period and then every thirty (30) days thereafter. For the avoidance of doubt, the Client’s liability or responsibility to pay the Inactive Account Fee will cease as soon as the Client Account balance is zero.
9.1 In relation to the Online Platform, the Client confirms and accepts the following:
9.1.1 All transactions must be completed using the logins and passwords allocated to the Client by FLIXANCE. and valid entry of such a login and password will constitute an authorization by the Client to complete any resulting Trade irrespective of whether or not the login and password are entered by an Authorized User.
9.1.2 The Client must ensure that the logins and passwords are kept secure and confidential. The Client must also ensure that each Authorized User to whom a login and password is provided, will keep them secure and confidential. The Client will advise FLIXANCE. immediately if the Client has any reason to believe that a login or password allocated to the Client has not been kept secure and confidential.
9.1.3 The Client must ensure that no un-authorized person is able to use the logins and passwords. As part of this obligation the Client must ensure that the Client and each Authorized User log off after using the Online Platform.
9.1.4 The Client will not use the Online Platform in contravention of any laws or regulations or the rules and guidance of the regulatory authorities in any relevant jurisdiction (including, for example, any rules on manipulative trading or other types of market abuse).
9.1.5 FLIXANCE. does not permit the use of the Online Platform for unfair trading activity or otherwise taking advantage of internet delays, which we determine could adversely impact on fair and orderly trading on the Online Platform.
9.1.6 FLIXANCE. does not permit the use on the Online Platform of any manipulative or abusive behavior (such as the dissemination of false or misleading market information through media, including the internet, or by any other means with the intention of moving the price of a Forex tools or the underlying property or thing), which we determine could adversely impact on fair and orderly trading on the Online Platform.
9.1.7 FLIXANCE. may at any time without Notice to the Client suspend, withdraw or deny access to the Online Platform for any reason including but not limited to security, quality of service, failure by the Client to pay an amount when due or breach by the Client of any provision of this Agreement.
9.1.8 Without limiting any other rights FLIXANCE. may have under the Agreement, any Trade which FLIXANCE determines has arisen as a result of activity prohibited under clauses 9.1.4, 9.1.5 or 9.1.6 may in FLIXANCE.’s absolute discretion be subject to a price adjustment or be cancelled or invalidated.
10.1 Any Order or instruction is transmitted at the Client’s risk in such manner as may be specified by FLIXANCE. or agreed between the Client and FLIXANCE. from time to time. FLIXANCE. shall not be responsible or liable for any loss suffered on account of any instruction not being received by FLIXANCE. (whether transmitted through the Online Platform or not) or not being acted upon. 11
10.2 The Client expressly authorizes FLIXANCE. to rely and act upon, and treat as fully authorized and binding upon the Client, any instruction which purports to have been given and which is accepted by FLIXANCE. in good faith as having been given by the Client or an Authorized User, without further enquiry on the part of FLIXANCE. as to the genuineness, authority or identity of the person giving or purporting to give such instruction and notwithstanding any communication the Client may have made or may make to FLIXANCE. purporting to limit the persons from whom FLIXANCE. may accept instructions, unless such limitations have been agreed between the parties in writing.
10.3 Notwithstanding the foregoing, FLIXANCE. may require, and the Client agrees to provide, evidence of any such authority provided to any person acting, or purporting to act, for the Client or on the Client’s behalf (including without limitation Authorized Users). The Client will be responsible for and bound by all Orders, Trades, contracts, obligations, costs and expenses entered into or assumed by FLIXANCE. on the Client’s behalf in consequence of or in connection with such instructions.
11) Commission, Charges, Other Costs and Interest
11.1 FLIXANCE.’s charges and rates (including interest rates) in relation to the matters set out in this Agreement are as provided via the Online Platform. Such charges and rates may be subject to change without notice. In addition to such charges and rates, the Client will be obliged to pay all applicable taxes, storage and delivery charges, exchange and clearing house fees and all other fees incurred by FLIXANCE. in connection with any Trade and/or in connection with maintaining its relationship with the Client.
11.2 FLIXANCE. shall additionally be entitled to demand that other extraordinary disbursements and expenses caused by the Client’s non-performance are paid separately by the Client.
11.3 FLIXANCE. may give, receive and share commissions, charges or other remuneration with its associates, introducing brokers or other third parties in respect of Trades entered into by the Client at all times in accordance with applicable law or regulatory requirements. Details of any such remuneration or sharing arrangements may not be set out in the Trade Terms or on relevant trade confirmations, account statements or other account information. In addition, FLIXANCE. may benefit from commission, mark-up, mark-down or any other remuneration where it acts as the counterparty to a Trade.
11.4 All amounts due to FLIXANCE. under the Agreement shall, at its option: be deducted from any funds held for the Client; or be paid upfront by the Client; or be settled in accordance with such other arrangement as may be agreed with the Client.
11.5 Unless otherwise agreed, no interest shall be payable or due to the Client on its available Margin or Margin Deposit in a Client Account. The Client is obliged to pay interest on any outstanding amounts on the Client Account at such rate as may be notified via the Online Platform, from the date payment was due until the payment is received by FLIXANCE.
11.6 Under some circumstances a number of intermediaries may be involved in a payment transaction and may deduct a charge. The receiving bank may also levy a charge. These charges cannot always be calculated in advance, and the Client acknowledges that the Client will be responsible and liable for these expenses. FLIXANCE. will not be liable for any losses that result from fees described in this clause being levied.
11.7 FLIXANCE. reserves the right to seek reimbursement from you if we receive a charge-back from any credit or charge card issuer or with respect to any other payment method, for any reason. We may obtain such reimbursement by charging your Client Account, deducting amounts from future payments owed to you, charging your credit or charge card or obtaining reimbursement from you by any other lawful means. Any reimbursement will include all costs and expenses incurred by FLIXANCE. related to the charge-back.
If we receive a chargeback from your credit or charge card issuer or with respect to any other payment method for any reason, you acknowledge that we have the right, to:
11.7.1. immediately close any and all of your open Trades whether at a loss or a profit and/or liquidate your Client Account with or without any notice; and/or
11.7.2. immediately place restrictions on your Client Account with or without any notice, including: i) the restriction on making deposits using any payment method to your Client Account, even in cases of Margin Deposit alert(s), ii) the restriction on requesting withdrawals from your Client account, and iii) the restriction on opening new positions on the Online Platform; iv) terminate the Agreement. The duration of the restrictions will be set at FLIXANCE.’s discretion.
12) Circumstances Beyond Our Control
12.1 Without limiting any of FLIXANCE.’s other right under this Agreement, if FLIXANCE. determines that a Force Majeure Event has occurred, FLIXANCE. may take any of the following steps:
12.1.1 cease or suspend trading and/or refuse to enter into any Trades or accept any Orders;
12.1.2 change the Indication;
12.1.3 change the Client’s Margin Deposit requirement or immediately require payment of any amounts owed by the Client to FLIXANCE.;
12.1.4 close, void or roll over any Open Positions; and/or
12.1.5 take or omit to take all such other actions as FLIXANCE. considers to be reasonable to protect itself and its clients.
12.2 FLIXANCE. shall endeavor to notify the Client of a Force Majeure Event which comes to its attention as soon as reasonably practicable.
12.3 FLIXANCE. shall immediately and automatically be discharged from any obligation under this Agreement (including without limitation any obligation arising out of or in connection with any Trade) that it is wholly or partially unable to perform as a direct or indirect result of a Force Majeure Event and FLIXANCE. shall not in such circumstances be liable for any losses, damages, costs or expenses howsoever incurred by the Client or any Authorized User.
13) Client Money
13.1 FLIXANCE. may in certain circumstances hold Client Money in an account with a bank, payment services provider or third party located outside the European Economic Area. The legal and regulatory regime applying to such bank or third party may be different to that of the country that client is residing and in the event of the insolvency of that bank or third party, the Client’s money may not be as effectively protected. The Client acknowledges, that FLIXANCE. is not responsible for any Client Money loss and/or unavailability resulted from third party activity and/or inactivity, payment execution delay and or sequestration.
13.2 The Client acknowledges, unless otherwise agreed, that FLIXANCE. does not pay interest on Client Money and the Client waives any right it may have to receive interest on Client Money.
14.1 Any notice or other instruction in writing required or permitted to be given under this Agreement or for the purposes of this Agreement (“Notice”) shall be in writing and shall:
14.1.1 If to the Client, be sent by prepaid registered mail, electronic mail or delivered by hand to the address of the Client set out in this Agreement, or such other address the Client designates in writing, or by FLIXANCE. posting a Notice to the FLIXANCE. Website; and
(i) if posted on the FLIXANCE. Website, Notice is deemed to have been given 1 Day after the Notice was posted on the FLIXANCE. Website; or
(ii) if the Notice was sent to the address of the Client, the Notice is deemed to have been given on the Day after the Notice was sent, unless delivered by hand in which case the Notice is deemed to have been given on delivery.
14.1.2 If to FLIXANCE., be sent by prepaid registered mail or delivered by hand to the address of FLIXANCE. set out in this Agreement, or such other address as FLIXANCE. designates in writing, and such Notice is deemed to have been given on the Day after the Notice was sent, unless delivered by hand in which case the Notice is deemed to have been given on delivery.
14.2 Any Notice given or made under this Agreement may also be sent by email if:
14.2.1 the Notice is sent to the email address last notified by the intended recipient to the sender; and
14.2.2 the sender keeps an electronic or printed copy of the Notice sent.
14.3 A Notice sent by email will be deemed to have been given on the first to occur of:
14.3.1 receipt by the sender of an email acknowledgement from the recipient’s information system showing that the Notice has been delivered to the email address stated above;
14.3.2 the time that the Notice enters an information system which is under the control of the recipient; or
14.3.3 the time that the Notice is first opened or read by an employee or officer of the recipient.
15) Cancellation and Termination
15.1 Subject to clause 15.3, the Client may cancel this Agreement within 14 days of the Day on which FLIXANCE. receives the Client’s completed application form. The Client may cancel this Agreement using the contact details on the FLIXANCE. website. If the Client does not exercise its right to cancel within the 14 day period, the Client will still be entitled to terminate the Agreement in accordance with clause 15.2.
15.2 Either party may terminate this Agreement immediately on Notice to the other party.
15.3 The parties agree that, subject to clause 15.4, neither cancellation nor termination will affect the completion of Trades initiated prior to the date on which the cancellation or termination becomes effective. Neither cancellation nor termination will affect the parties’ accrued rights, indemnities, existing commitments or any other contractual provision intended to survive termination of the Agreement
15.4 In the event that FLIXANCE. is made aware of or has reason to believe any of the following:
15.4.1 that the Client is in breach, has breached or is intending to breach any provision of the Agreement;
15.4.2 that the Client is using or is intending to use the Services for illegal purposes; 15.4.3 that the Client insolvent, bankrupt or otherwise unable to pay its debts as they fall due; 15.4.4 any sum due to FLIXANCE. from the Client has not been paid as requested; 15.4.5 that the Client has provided false or misleading information to FLIXANCE.;
15.4.6 that the Client has participated or is participating or has assisted or is assisting in money laundering or terrorist financing; or
15.4.7 that the Client is being officially investigated by law enforcement and/or regulatory agencies;
FLIXANCE., at its sole discretion, may terminate this Agreement immediately without Notice to the Client, and FLIXANCE. shall be relieved of any obligations set out in this Agreement or arising out of the transactions contemplated by this Agreement, including any obligations arising out of any Trade already entered into with FLIXANCE..
16) Limitation of Liability
16.1 FLIXANCE. shall not be responsible or liable to the client under any circumstances for any, indirect or consequential loss or related expenses (including without limitation any loss of profits) incurred by the Client as a result of the Client’s use of the Services.
17.1 The Client shall indemnify and hold FLIXANCE. harmless from and against any and all liabilities, claims, costs, expenses and damages of any nature, including, but not limited to, reasonable legal fees and any fees and expenses incurred in connection with litigation, arising out of or relating to the Client’s or an Authorized User’s negligence, mistake or willful misconduct, the violation of any law by the Client, any infringement of FLIXANCE.’s Intellectual Property or the Intellectual Property of any third party and/or the breach by the Client of any provision of this Agreement (i.e. the Client will remain entirely responsible for any losses incurred by FLIXANCE. and the Client will immediately repay such losses to FLIXANCE. when demanded to do so by FLIXANCE.).
17.2 The Client also agrees promptly to pay FLIXANCE. for all damages, costs and expenses, including reasonable legal fees and expenses, incurred by FLIXANCE. in the enforcement of any of the provisions of this Agreement.
18.1 In the event of a complaint in respect of FLIXANCEs Services, the Client may write to the FLIXANCE. Compliance Officer.
18.2 FLIXANCE. will try to resolve clients’ complaints as quickly as possible and to each client’s complete satisfaction.
19) General Terms
19.1 Any rights or obligations that the Client may have pursuant to this Agreement shall not be assigned, novated, transferred, sold, or otherwise conveyed to any other person, except with the prior written consent of FLIXANCE. FLIXANCE. may, however, assign, transfer or novate any rights or obligations it may have pursuant to this Agreement to another party without the consent of the Client. The Client will execute any documents (including a deed of novation) reasonably required by FLIXANCE. to effect such a transfer.
19.2 The terms of this Agreement and any transactions under it, may be amended by FLIXANCE. at any time FLIXANCE. will provide Notice to the Client of any such amendment as soon as reasonably practicable. The Client agrees to be bound by the terms of such an amendment on the date of the Client making an Order or otherwise making use of the Services after the amendment. Any other amendments must be agreed to in writing between FLIXANCE. and the Client.
19.3 A waiver of any right under the Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
19.4 Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
19.5 In the event of any inconsistency between these terms and conditions and any other contracts or documents, exchanged and/or executed between the Client and FLIXANCE. these terms and conditions shall prevail to the extent of the inconsistency. The Agreement is drafted in the English language. If the Agreement is translated into any other language, the English language version shall prevail.
19.6 If any court or competent authority finds that any provision of this Agreement (or part of a provision) is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Agreement shall not be affected. If any invalid, illegal or unenforceable or invalid provision would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary in order to make it legal, valid and enforceable.
19.7 This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Marshall Islands.
19.8 Each party irrevocably agrees that the courts of Marshall Islands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). 18