Last updated: 24.01.2023
PLEASE READ THESE AGREEMENT CAREFULLY AND DISCUSS WITH US ANY PART WHICH YOU DO NOT UNDERSTAND AS IT REGULATES YOUR USE OF OUR SERVICES. TRADING IN LEVERAGED FINANCIAL PRODUCTS PRESENTS A SUBSTANTIAL FINANCIAL RISK. OUR SERVICES ARE NOT SUITABLE FOR ALL MEMBER OF PUBLIC. BY USING OUR SERVICES, YOU ACKNOWLEDGE THOSE RISKS, ACCEPT THIS AGREEMENT AND WILL NOT HOLD US LIABLE FOR YOUR ANY FINANCIAL LOSSES ASSOCIATED WITH OUR SERVICES.
1.1 This User Agreement (“Agreement”) is an electronic agreement between you (“You”, “Customer”) and Xtrade LTD, a company duly incorporated and validly existing under the laws of Saint Vincent and the Grenadines under registration number 26557 BC 2021, having its registered office at Suite 305, Griffith Centre, Kingstown, Saint Vincent and the Grenadines (hereinafter “EXMO Broker”, “Xtrade”, “we”, “us” or “our”), that applies to all services and products (collectively “Services”) provided by EXMO Broker to You.
1.2 By registering on our Trading Platform, You acknowledge and confirm that You have read, understood, and completely agree to be bound by this Agreement in effect, with its possible subsequent amendments and changes. In case previous version(s) of this Agreement or its essential parts are required, please submit a request to [email protected].
HOW YOU ACCEPT THIS AGREEMENT
1.3 This Agreement is considered to have been accepted by You under following conditions:
1.4 Subject to Your registration in the Trading Platform, the terms and conditions of this Agreement are considered applicable and binding to You.
ATTENTION: if You do not consent with any of the provisions of this Agreement, please do not register on the Trading Platform and do not use the Services.
2. TERMS AND DEFINITIONS
2.1 In addition to the other terms defined elsewhere in this User Agreement, the following terms shall have the meanings hereunder ascribed to them:
Account means a unique personalised account that You hold with the EXMO Broker, in which prices of CFDs are displayed and which contains the balance of Your money, allows You to conclude the Transactions in the Trading Platform as well as to deposit and withdraw money.
Affiliate means with respect to any Person, an individual, corporation, partnership, firm, association, unincorporated organisation or other entity directly or indirectly controlling, controlled by or under common control with such Person.
Aggregate Data means trading data and/or other information about Your trading provided by You to the EXMO Broker, in aggregate.
Agreement means this User Agreement with its essential and integral parts, as may be amended and/or altered from time to time in accordance with its terms. Essential and integral parts of this User Agreement are:
Base Currency means the currency in which the Account is maintained, and all Transactions are settled in this Account, as made available by EXMO Broker from time to time.
Business Day means the days that Xtrade LTD is open for business.
Buy Price or Bid means the lower of the two prices set by EXMO Broker for the same Financial Instrument at which the Customer can sell.
Chat means Trading Platform’s function intended for instant messaging between the Customers.
Confidential Information means any information that You receive or learn as a result of using Services, or otherwise as a result of Your access and use of the Trading Platform, which is confidential or proprietary to the EXMO Broker, its related parties, and/or its third party licensors (including any Third Party Technology Provider), including any information derived from, or relating to Services or Trading Platform, or associated with the EXMO Broker’s business operations, business plans, pricing, fee schedule(s), commission, financial data, technology, regardless of whether or not such information is designated as confidential.
Contract for difference (“CFD”) means a financial product that can be traded by an investor to get the price exposure to a particular Underlying Asset without owning it.
Customer Account Data means Customer’s data which is required to access and use the Trading Platform, and which includes login, password, email address, telephone number and other data indicated by the Customer during and after the registration process.
Customer means any Person with whom EXMO Broker signed the User Agreement, who is registered on the Trading Platform and has agreed to the terms and conditions of this Agreement.
Data means all data and other information accessible from or generated by or through the Trading Platform and/or otherwise provided to You by us hereunder, including, without limitation, information regarding bids, offers, pricing, spread and trading volume.
EXMO Broker Price means the EXMO Broker Sell or Buy Price.
Fees mean any rewards, charges and/or commissions paid to the EXMO Broker by the Customers.
Financial Instrument means Contract for Differences.
Force Majeure event has the meaning as set out in clause 8.1 of this User Agreement.
Good Till Cancelled (GTC) means an Order that is in force till a Customer will give an instruction to cancel the Order.
Governmental Authority means any national, federal, state, provincial, county, municipal or local government, foreign or domestic, or the government of any political subdivision of any of the foregoing, or any entity, authority, agency, ministry or other similar body exercising executive, legislative, judicial, regulatory and/or administrative authority or functions of or pertaining to government, including any authority or other quasi-governmental entity established to perform any of such functions.
Investment means necessary guarantee funds constituting a collateral that is automatically secured by the Trading Platform in the Account at the moment You place Orders and open Positions. In this Agreement the Investment is used in the same meaning as margin.
IP Rights means all rights in and to:
Law means all applicable laws, regulations, judgments, decrees, treaties, ordinances, orders and rulings, interpretations, and statements of policy of any Governmental Authority or regulatory or self-regulatory organisation, authority, agency, or body, in each case which has jurisdiction over EXMO Broker, Customer or their respective operations.
Leverage means a ratio in respect of the Transaction Size and Investment (or margin) in CFD Trading. For example, 1:20 ratio, or 20x leverage, means that in order to open a Position the Investment is twenty times less than the Transaction Size.
Limit Order means an Order to purchase or sell a Financial Instrument when the EXMO Broker Price reaches the price specified in the Order.
Long Position means that You buy a particular Financial Instrument expecting its price to increase.
Manifest Error means any error which by fault of either EXMO Broker or any third party is manifest when taking into account market conditions and available prices that prevailed at the time. This may include wrong price, month or market or any other error.
Margin Call means a notification to the Customer to add funds when an Investment on a particular Position falls to a certain value calculated by EXMO Broker in its sole discretion.
Market Order means an Order by the Customer for an immediate purchase or sale of a Financial Instrument at the present EXMO Broker Price for that Financial Instrument.
Market Snapshot means EXMO Broker Price for a Financial Instrument at a particular moment in time.
Order means a buy (bid) or sell (ask) offer placed by the Customer on the Trading Platform, which expresses the Customer’s willingness to open or close a Position or its part.
Partner means reference institution creating liquidity on a particular market, providing EXMO Broker with offers to purchase or sell Financial Instruments.
Person means a natural person, partnership, limited partnership, corporation, limited liability company, joint stock company, unincorporated organisation or association, trust or joint venture, or other form of legal entity, or a Governmental Authority or political subdivision thereof. Person also means the Person’s Representatives, successors or permitted assigns.
Personal Data means information that identifies an individual, such as name, address, email address, telephone number, trading information and banking details. Personal Data does not include anonymized and/or aggregated data that does not identify a specific Customer.
Position means Customer’s expectations of a future Underlying Asset price move that is expressed via execution of the respective Order on the Trading Platform that either closes or opens a Long or Short Position with a specific Financial Instrument and incurs a profit or a loss, depending on the subsequent price moves of the Underlying Asset.
Representative means Person’s officers, directors, members, managers, employees, agents and/or any individuals authorised by the Law, constitutional documents, power of attorney or similar document.
Sell Price or Ask means the higher of the two prices set by EXMO Broker for the same Financial Instrument at which the Customer can buy.
Short Position means that You sell a particular Financial Instrument expecting its price to decrease.
Slippage means the difference between the best price that is available in the market and the executed price of the Order. Slippage often occurs during periods of higher price volatility, making an Order at a specific price impossible to execute.
Term means the term of this Agreement that shall commence upon acceptance by You of this Agreement according to the procedure defined in the recitals of this Agreement and shall continue as long as You are authorised to use the Trading Platform or any Services, subject to any earlier termination in accordance with this Agreement.
Third Party Technology Provider means a third party software and/or technology provider, whose products or services might assist EXMO Broker in maintenance and operation of the Trading Platform.
Trading Hours means any hours during which the Transactions can be executed on the Trading Platform.
Trading Platform means graphical user interface, application program interface, mobile application, or other front-end trading interface accessible using the internet and/or telecommunications networks as EXMO Broker may establish or permit from time to time to enable registered and authorised Customers to obtain information on EXMO Broker Prices and to execute Transactions in Financial Instruments. It is imperative that You have the facilities to enable You to use our Trading Platform (in particular internet access).
Transaction means the execution of the Order placed by the Customer on the Trading Platform which results in the opening or closure of a Position, in part or in whole.
Transaction Size means the number of Financial Instruments multiplied by the EXMO Broker Price for the relevant Financial Instrument.
Underlying Asset means underlying asset in a CFD which may be cryptocurrency, commodities, indices, stocks, or any asset according to the EXMO Broker’s discretion from time to time.
Underlying Market means the market in which an Underlying Asset is traded.
2.2 Other undefined terms and definitions that can be found in the text of this Agreement should be construed by the Parties in accordance with the laws of Saint Vincent and the Grenadines.
2.3 Headings are used in this Agreement exclusively for convenience and shall not affect the interpretation of the Agreement provisions.
2.4 In this Agreement EXMO Broker and You are referred to cumulatively as the “Parties” and singularly as the “Party”.
2.5 Reference to a company shall include any company, corporation, or other body corporate, wherever and however incorporated.
2.6 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
2.7 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.8 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words “without limitation” following them.
2.9 Where the context permits, other and otherwise are illustrative and shall not limit the sense of the words preceding them.SUBJECT MATTER OF THE USER AGREEMENT AND ELIGIBILITY
3. Subject Matter of the User Agreement
3.1 Under this User Agreement, we at our discretion render to the Customers the following services from time to time:
3.2 We may render hereunder other services specified in this Agreement that are from time to time made available on the Trading Platform. You agree and acknowledge that any Services that may be offered by us may not always be available for use, and it is in our absolute discretion whether we will make these Services available to the Customers at any time. We shall bear no liability in relation to not making available any Services at any given moment of time.
3.3 We provide the Services on the execution-only basis, neither managing the Account for You nor providing to You any advisory or investment services in relation to CFDs or Underlying Assets. You alone will enter into Transactions and take relevant decisions based on Your own judgement.
3.4 We may from time to time and at our discretion provide Customers (or in newsletters which we may post in our communication channels or provide via the Trading Platform or otherwise) with information, training/educational material, news, market commentary or other information but not as a Service. Such information shall be provided solely for informational purposes, in order to enable the Customer to make his own investment decisions and does not amount to investment advice or unsolicited financial promotions to the Customer.
3.5 You understand that trading in CFDs does not give You any right, voting right, title or interest in the Underlying Asset. You understand that You are not entitled to take delivery and are not entitled to ownership of any Underlying Asset. You further understand that when trading in CFDs, You are trading on the outcome of the price of an Underlying Asset and that trading does not occur on a regulated market but over the counter.
3.6 We maintain the right to select markets and jurisdictions to operate in and may restrict or deny the Services in certain countries in order to comply with necessary regulations as well as at our sole discretion as set out further.
3.7 By registering and logging to the Trading Platform, You represent and warrant that:
3.8 In the event You are entering into this Agreement on behalf of a legal entity of which You are an authorised Representative, You represent and warrant that You have all necessary rights and authority to bind such a legal entity with obligations hereunder.
3.9 Your use of Services is subject to international control requirements and requirements of economic sanctions. While sending, receiving, buying, selling, trading or keeping funds on the Trading Platform, You agree to be compliant with such requirements. You are not allowed to use any of the Services if:
3.10 Depending on Your place of residence, there might be other factors which might limit You in using our Services fully or in part. It is Your responsibility to follow those rules and laws in Your place of residence and/or place from which You access the Trading Platform.
3.11 In addition, we reserve the right to restrict or prohibit the use of the Trading Platform and/or the Services for certain jurisdictions if applicable law or our anti-money laundering, counter-terrorist financing and know your customer procedures will require for such prohibition or restriction, as well as to apply enhanced due diligence measures in relationship to the Persons currently registered or willing to register on the Trading Platform who are in, under the control of, or are residents or nationals of one of the sanction risk jurisdictions.
3.12 Apart from prohibition of using our Services for individuals and legal entities as set forth in Clause 3.9 hereof, You are not allowed to use our Services if You are resident and/or national, or a legal entity whose authorised capital is owned by one of the below listed country citizen and/or resident provided that amount of the latter’s share is 10 or more percent:
3.13 We also do not accept any Customers from disputed territories as they do not produce recognised official documents, these include:
3.14 Passports issued by the Russian Federation in Crimea and passports issued to residents of Donetsk and Luhansk regions of Ukraine do not qualify for verification
4. CUSTOMER ACCOUNT
4.1 In order to facilitate the provision of Services, we will open an Account on the Trading Platform upon You successfully completing the registration and identity verification procedure(s) as provided by the terms of this Agreement.
4.2 You understand and acknowledge that we may not accept You as our Customer and thus refuse to open an Account for You until You properly submit all the required Customer Account Data together with the required documentation, and all our internal checks have been satisfied.
4.3 To register on the Trading Platform, You must provide us with Your Customer Account Data, as well as to accept this Agreement. You agree to provide complete and accurate information when registering on the Platform and agree to promptly update any information that You shall provide to us ensuring such information is complete and accurate at all times.
4.4 Unless otherwise agreed separately between us and You in writing, each registration and/or session on our Trading Platform is for a single Customer only. Any breach of the mentioned requirement shall be treated as an essential breach of this Agreement.
4.5 We may in our sole discretion decline Your registration or login attempt on the Trading Platform.
Customer Identity Verification
4.6 After registration on the Trading Platform, You agree that You may be requested to share Your Customer Account Data for the purpose of identity verification. Deposit and withdrawal of funds, as well as provision of any Services may be restricted until successful identity verification procedure is completed for the respective Customer. We reserve the right to limit the Trading Platform functionality altogether to the Customers who have not successfully passed the identity verification.
4.8 In providing the information required in accordance with this Section 4, You confirm that it is accurate and authentic. You also guarantee that such information is truthful, complete and will be updated in a timely manner subject to any changes to it. If there is any reasonable doubt that any information provided by You is wrong, untruthful, outdated, or incomplete, we shall have the right to send You a notice to demand corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services available to You.
4.9 You shall be solely and fully responsible for any loss or costs incurred during the use of the Services if You cannot be reached via the Customer Account Data provided to us. You hereby acknowledge and agree that You have the obligation to keep all information provided to us up to date if there are any changes.
4.10 By registering on the Trading Platform and obtaining access to Your Account You authorise us to make inquiries, whether directly or through third parties, that we consider necessary, to verify Your identity or protect You and/or us against fraud or other crimes, and to take action that we may reasonably deem necessary based on the results of such inquiries. You also acknowledge and agree that Your personal information may be disclosed to the credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
4.11 Provided you are logging in to the Trading Platform using EXMO trading platform account credentials, your user EXMO user account data shall be deemed as User Account Data for the purpose of this Agreement.
Account Use Requirements
4.12 The Account can only be used by the Person under whose name it is registered. This means that You shall use the Trading Platform and other Services only for the benefit of Yourself and not on behalf of any other Person. We reserve the right to suspend, freeze or terminate an Account if we suspect that the Account is used by a Person other than the Person under whose name the respective Account is registered, unless we have agreed otherwise in writing.
4.13 It is agreed and understood that all Transactions made on the Trading Platform via the Account are deemed to have been made by the Customer on whose name it is registered and are binding on that Customer.
4.14 We shall not be liable for any loss or damage arising from the use of Your Account by You or any third party (whether or not authorised by You).
4.15 You are responsible for setting up a login and password during the registration process, and to keep them secret. You can also change the password at any time after the registration process is completed.
4.16 You represent and warrant that You have taken appropriate means of protection relating to the security and integrity of Your computer and other equipment, including to prevent password and other Customer Account Data unauthorised access by third parties. You agree that You are the one to determine the best means of safekeeping Your Account Data and taking steps in order to prevent Your Account from illegal or unauthorised disclosure or use.
4.17 You agree to consider Your Customer Account Data as confidential information and not to disclose such information to any third party. You also agree that You are alone responsible for taking necessary safety precautions to protect Your Account access information and Customer Account Data and consequences resulting from the non-compliance with the aforementioned requirements.
4.18 By successfully registering an Account You hereby agree that:
Deposits to the Account
4.19 You have the right, provided that You have accepted the documents which set out the terms upon which EXMO Broker offers Services, to deposit funds to Your Account using the payment methods that EXMO Broker makes available to You from time to time. The selection of the available payment methods is shown in the Trading Platform.
4.20 If we receive the deposit, we shall credit the relevant Account with the relevant amount of money actually received by us as soon as practically possible. If the funds sent by You are not deposited to the Account when they were supposed to, You shall notify us and request to make an investigation of the transfer.
4.21 The funds should be deposited by the Customer from the source where the beneficial owner of the funds is the same as the holder of the Account. We reserve the right to request from You a confirmation of being a beneficial owner of the funds deposited at any time before the funds can be credited to the Account. Failure to provide the requested proof, or if the provided proof is of unsatisfactory quality to us, may result in the rejection of the deposit and returning them to the depositor net of any transfer fees or other related charges incurred by EXMO Broker.
4.22 We reserve the right to reject any funds originating from an institution that we find as failing to comply with the international anti-money laundering standards and requirements.
4.23 Provided that You hold an account at the EXMO trading platform, You hereby agree, that from the moment You accept this Agreement, the respective Person responsible for managing the EXMO trading platform, will have the right to transfer Your EXMO account balance, in full or in part, to Your EXMO Broker Account, net of any fees and commissions.
4.24 We shall keep a record of Your money transferred from Your EXMO account to Your EXMO Broker Account.
4.25 We shall not be liable for any losses incurred as a result of rejections or delays in the processing of the Customers’ deposits.
4.26 We are entitled, without prior notice to You, to effect any currency conversions which we deem necessary or desirable in order to make a deposit to the Account in the Base Currency (in the event that You deposit money in a different currency of that of the Base Currency). Any such conversion shall be made at reasonable exchange rates as we shall select, having regards to the prevailing market rates. We shall be entitled to charge You and obtain from the Your Account, or from the deposited amount, the expenses incurred with regard to currency conversions for You, including but not limited to commissions to banks, money transfer fees, commissions to intermediaries etc.
4.27 All the funds transferred to the Account belong to You. Interest does not apply to the funds held on Your Account, and You agree and understand that that no interest shall be due on the money that You hold on the Account with us.
4.28 All information necessary to process deposits and withdrawals (such as bank requisites, cryptocurrency wallets etc.) shall be made available via Account.
Withdrawals from the Account
4.29 You may withdraw funds from Your account using the payment methods that we make available to You from time to time. The selection of the available payment methods is shown in the Trading Platform.
4.30 You understand and agree that if You use one method of payment to deposit funds, You shall use the same method to withdraw funds, unless the other is justified in our discretion. If multiple payment methods are used, then the concept of the proportionality shall apply.
4.31 Upon receiving a request from You to withdraw funds from Your Account, we shall process the request without undue delay, and not later than 72 (seventy-two) hours, provided the following requirements are met:
4.32 We have the right to reject the withdrawal of funds if the email, phone number, identity, address and/or other Customer Account Data is not fully verified by us or is not up to date, with the requirements to such verification vested in our sole discretion. We also reserve the right to review Your Account history and to request additional information prior to processing any withdrawal. If necessary, we may contact You with additional queries. In this case, the withdrawal shall be put on hold until all the outstanding matters are resolved, and You will be notified accordingly.
4.33 In cases where the security method for the Customer Account authentication and/or the Account password were changed, we retain the right to process withdrawals after a 72 (seventy-two) hour period has passed, counting from the moment that the security method and/or Account password were changed.
4.34 Notwithstanding the other provisions of this Agreement, we reserve the right to return the Customer’s funds back to the source from which they were received for any reason and at any time. In the same manner, the funds may be returned to the original source instead of the destination indicated by the Customer in the withdrawal request.
4.35 You can also withdraw the funds held at Your EXMO Broker Account to Your EXMO trading platform account.
Suspicious Account Activity
4.36 If You discover suspicious activity or transfer, including but not limited to unknown deposits and withdrawals of funds made to/from Your Account that were not instructed by You, You shall immediately notify us about such activities and/or transfers and follow our instructions. We reserve the right to freeze the current balance on Your Account until the end of the investigation.
4.37 We may be forced to cancel and/or recall already executed withdrawal transfer(s) at the request of the financial institution(s) involved in the settlements related to deposits and withdrawals of the Customer funds. In such an event You undertake to cooperate with us in order to discover the reasons behind such a request.
Use of Chat
4.38 You get access to the Chat after making a deposit for an amount equal or exceeding USD 200 (two hundred US Dollars) or an equivalent amount. While using the Chat, You are prohibited to:
4.39 We reserve the right to place deposit and withdrawal limits, as well as minimum deposit and withdrawal requirements from time to time that apply to the relevant payment methods. The information on the limits and minimum amount requirements currently in force is available on the Trading Platform. We shall not be liable with regard to the prior notification of the Customers of the changes in the aforementioned limits and requirements.
4.40 You undertake not to submit a request to Your payment institution to return already credited funds to Your account (chargeback) both during and after the use of our Services. In case we become aware of such a request, we reserve the right to block Your access to the relevant Account, freeze the current money balance on the Account and send the money back to the source after the termination of the Services.
4.41 You acknowledge that we may hold Your money and the money of other Customers in the same account (omnibus account). We may deposit Your money with a third party (e.g., Partner, a bank, a settlement agent or a payment service provider). Such a third party may hold the money in an omnibus account, and it may not be possible to separate Your money from the other Customers’ money or from the money of the third party. In the event of insolvency or other analogous procedures in relation to that third party, we may only have an unsecured claim against the third party on behalf of You, and You may be at risk that the money received by us from the third party will be insufficient to satisfy Your claims in relation to the respective Account.
4.42 You understand that the Transactions and/or Order concluded and/or placed by You may require us to conclude a hedging transaction in the Underlying Asset with one or more Partners. We shall be entitled to use on our own account funds constituting Transaction Size or Investment deposited on the Customer’s Account. For this purpose, we are entitled to pass on such funds to the Partner in order to place an Order or conclude a hedging transaction. Those funds will still be shown in the Customer’s account. Funds transferred to the Partner will be returned to the Customer’s Account after closing of a respective Position by the Customer or cancellation or expiry of an Order and after deduction of charges due to Xtrade in accordance with this Agreement.
4.43 Any improper use of our Services, including misrepresentation of the source of funds, will be viewed as breach of this User Agreement. In such an event, we have the right to block Your access to the relevant Account, suspend all activity on the Account and execute a complete return of funds by means that we deem most appropriate in the relevant case.
5. TRADING PLATFORM MECHANICS
5.1 We do not provide You with any kind of investment advice regarding any aspect of Your activity at the Trading platform. We are not obliged to validate Your Transactions or to monitor and inform You about the performance of any of Your Orders and/or Positions. You trade at the Trading platform entirely at Your own risk.
5.2 We do not provide You with any tax advice. You will be responsible at all times for the payment of all taxes due as a result of Your trading with us and for providing any relevant tax authority with any information that is requested from You.
5.3 It is brought to Your attention that You may be subject to taxes and costs that are not imposed by us or paid via us. It is Your responsibility to ensure the payment of all taxes as they become due.
5.4 We may apply Fees for the provision of the Services which may vary from time to time, including, but not limited to, the execution of the Transactions, prolongation of Your Positions to keep them open as well as other Services provided to You under this Agreement. It is Your responsibility to understand how Fees are calculated.
5.5 We may charge You for carrying out operations to deposit and/or withdraw funds. The amount of charges for depositing / withdrawal of funds depends on such factors as transaction sum, the type of transaction, the transaction currency, the payment service provider etc.
5.6 The applicable Fees’ rates, including charges for deposit and withdrawal transaction applicable to each payment method, are set out in the Trading Platform and/or Account and/or communicated to You via other means. We will send a notice to You informing of any changes in the Fees’ rates as soon as practically possible.
5.7 Other information, such as available Financial Instruments, Trading Hours, minimum and maximum Transaction sizes etc. shall be made available in the Trading Platform and/or Your Account. The Trading Platform also contains information detailing how CFD trading operates.
5.8 You acknowledge that we may act as a counterparty to You when executing some of Your Orders in our capacity as a market maker for the respective Financial Instruments, in which case we will be the execution venue, or we may transmit some of Your Orders for execution to the third-party venues (known as Straight Through Processing or STP), e.g., Partners, and thus act as an intermediary for Your Transactions.
Open a Position
5.9 A Position is opened by the Customer by placing a respective Order.
5.10 You may only place Orders in the Trading Platform by electronic means (online using the internet connection) with the use of Account. We will be entitled to rely and act on any Order given through the Account on the Trading Platform without any further enquiry to You and such order will be binding upon You. We will not take action based on any Order submitted for execution by any means other than the electronic means as described in this paragraph.
5.11 We accept Your Order for execution after verifying the sufficiency of funds on Your Account. We control the possibility of the Customer to perform Transactions and by the means of such control we lower the risk of non-execution by the Customer of his/her obligations under individual Transactions.
5.12 We are entitled to decline and/or refuse to accept and/or transmit or arrange for execution of any request to place an Order by the Customer, for any good reason including but not limited to the following scenarios:
5.13 If for any reason an Order placed by the Customer results in the executed Transaction, which, under other conditions, should have been refused by us in accordance with the relevant provisions of the User Agreement, we may in our absolute discretion cancel and/or void any relevant Order, Position and/or Transaction (and with or without giving notice to You) and/or enforce that Transaction against You as provided by the terms of this Agreement.
5.14 Refusal of the Customer’s request to place an Order is accompanied by the relevant message in the Trading Platform.
5.15 Various factors, such as the volume of Your Order and liquidity available in the Underlying Market may impact if Your Order is executed partially or in full on the Trading Platform.
5.16 Once the Order containing all the necessary parameters placed by the Customer and accepted by us is executed, a Position will be automatically opened if the Investment is sufficient based on the Investment requirements in effect at the time a Position is opened for a specific Financial Instrument. A new Position is imputed in the list of open Positions.
Investment and Leverage
5.17 You may place an Order and/or execute a Transaction provided that You submit the Investment in the amount as required for the size of the Order placed by You and available Leverage.
5.18 Investment performs the function of a collateral for financing Your Transaction by EXMO Broker. The required Investment amount is determined based on the Leverage chosen by the Customer when placing a respective Order, and Investment determined in such manner shall be blocked in the respective Account. The free funds available at the Customer’s Account are reduced for the amount of blocked Investment.
5.19 It is Your responsibility to ensure that You understand how Investment is calculated. The below example is for illustrative purposes only.
5.20 We have the right to change the size of Leverage offered on the Trading Platform from time to time for specific Financial Instruments without prior notice of the Customers. Information on the currently available Leverage is contained in the Trading Platform.
5.21 The Investment amount must be paid in monetary funds in the Base Currency.
Close a Position
5.22 A Position is closed by the Customer by placing a respective Order or forcibly by us in instances specified in this Agreement.
5.23 You understand that the profit or loss from the Transactions is credited or debited to the Account once the Position is closed. The result of the Transaction shall be visible in the Account.
5.24 If by the end of the Trading Hours Your Position is not closed, it shall be automatically prolonged and we may calculate and charge You with the overnight fees that correspond to the size of open Position and corresponding Financial Instrument. If we decide to charge You with the overnight fees, they will be deducted from the amount of blocked Investment corresponding to the respective Position. The applicable rates shall be reflected on the Trading Platform and You will be notified in advance should we decide to charge overnight fees.
5.25 You should understand that since the markets are extremely volatile, the value of the Underlying Assets may change significantly in the short periods of time, which may result in the rapid change of the profit or loss resulting from Your Transaction.
5.26 If the Investment amount in the open Position falls below a certain level, You authorise us to close the respective Position without Your consent. Such actions shall not be deemed as actions against Your will or actions undertaken to the detriment of You. We shall close a Position at a current EXMO Broker Price taking into account the liquidity in the Underlying Market. We may use the Investment to repay the outstanding amounts due for financing of Your Position.
5.27 We may apply additional charges for forcibly closing Your Position(s). We will notify You in advance about the amount of such charges.
5.28 You shall constantly monitor the amount of the required Investment and the amount of additional funds that must be kept on the relevant Account in respect of Position(s) currently held by You. We are under no obligation, unless otherwise specified in this Agreement, to monitor or advise You on the status of Your Positions or to close out any of Your open Positions, unless we are required to do so.
5.29 We are not obliged to make Margin calls to You within any specific time period and we shall not be liable to You for any failure by us to contact You or attempt to contact You. Margin call can be made at any time and by any method of communication.
5.30 You acknowledge that trading in some Financial Instruments may be temporarily suspended or put on hold. In such cases You may not be able to trade or place Orders and the Orders concerning such Financial Instruments may be cancelled.
5.31 We have the right to prohibit the opening of new Positions for a certain Financial Instrument for an indefinite period of time without issuing a prior notice to You.
5.32 All actions described in the aforementioned paragraphs can be taken by us at our sole discretion, at any time and without prior notice to You.
5.33 Buy Orders (Long Positions) are executed at the EXMO Broker Sell Price. Sell Orders (Short Positions) are executed at the EXMO Broker Buy Price. Current EXMO Broker Prices are displayed in the Trading Platform.
5.34 For each Instrument we quote EXMO Broker Price as follows:
5.35 The following applies to the EXMO Broker Prices:
5.36 You should understand that prices displayed in the Trading Platform, including shown on the graphs in the Trading Platform, are indicative prices and Slippage may occur. It is not guaranteed that You will deal on these prices when You submit an Order for execution. The price at which Your Order will be executed will be based on the best price EXMO Broker can offer at the particular moment without obtaining additional confirmation from You. The price of an executed Order will be visible in the Account.
5.37 Some offers, orders, prices, or transactions coming or performed with Partners, relevant data or market vendors based on which Financial Instrument’s price was determined, may be cancelled or withdrawn for reasons beyond our control. In such a case, we have the right to withdraw from the respective Transaction on that Financial Instrument concluded by the Customer, with the relevant consequences for You provided by the Terms of this Agreement. In such a case, confirmation of withdrawal will be documented and presented to You without undue delay after withdrawal or cancellation of an Order or Transaction. We bear no responsibility for damages caused by situations described in this paragraph.
5.38 The following Orders can be placed by You on the Trading Platform to open a Position:
5.39 In order to close a Position, the following Orders can be used:
5.40 The Trading platform also allows the Customers to place stop Orders both to open Positions and use them as loss protection tools. The following stop Order types are available on the Trading platform:
5.41 You must make sure You know the Order types available to any Transaction you wish to execute. You must also ensure You understand how to place particular Order types.
5.42 In order to place a Limit Order, You should specify the following parameters: Financial Instrument, Investment, Leverage, price and Order direction (buy or sell). In addition, You may indicate the following optional parameters: stop loss level and take profit level.
5.43 You may change, modify and/or cancel any part of Your Order in part or in full as long as the respective part of that Order has not been executed in the Trading Platform. Orders cannot be modified or removed if they are executed or being executed. You cannot cancel Your Order once the Order has been fully executed.
5.44 You can cancel, but cannot modify the parameters of the Order outside of the Trading Hours.
Execution of Orders
5.45 Limit, stop, stop loss and take profit Orders for all Financial Instruments have GTC (Good Till Cancelled) status. You can set the expiration date and time.
5.46 We will endeavour to execute Limit Orders at the price requested by the Customer. However we may not be able to execute any of the Limit Orders for reasons including without limitation (i) there is not enough volume in the market, (ii) the EXMO Broker Buy or Sell Price (whichever relevant to Your Limit Order) is not at the required level.
5.47 Market Orders may be executed at the EXMO Broker Price which differs from the EXMO Broker Price which was reflected in the Trading Platform during the last Market Snapshot. This can happen because the EXMO Broker Price has changed since the time of the last Market Snapshot, or the EXMO Broker price from the Market Snapshot applies to a smaller Transaction Size than Your Order size, or if the Partner has executed the Order at this price.
5.48 Take profit and stop loss Orders are executed as Market Orders in the moment of a given take profit or stop loss level activation. We do not guarantee the execution of these Orders exactly at the price indicated by You. Therefore, Stop Loss and Take Profit Orders may be executed at the level worse than that specified by You.
5.49 In any event, the Customer’s Orders are executed at the best available price we are reasonably able to offer.
5.50 Orders cannot be executed outside Trading Hours for the relevant Underlying Market, which are published from time to time by EXMO Broker on the Trading Platform.
5.51 In times of volatility of the Underlying Asset and at the opening and closing of the Underlying Market, the EXMO BRoker Price at which an Order may be executed may be considerably different to the agreed execution price of the Order.
Our right to close or void Your Transactions or cancel Orders
5.52 Under certain circumstances we can close or void Your Transactions and cancel Orders in accordance with the provisions of this User Agreement. We shall attempt to give You a prior notice, unless we are prevented from doing so by the Law and/or Governmental Authority.
5.53 If we decided to close Your Position(s) and/or Order(s) and/or void Transaction on the grounds of suspecting You in committing or You have actually committed the market abuse, including, but not limited to, market price manipulation, we will in our absolute discretion:
5.54 When we exercise our rights to close Your Positions under this section, we will do so on the basis of the EXMO Broker Price.
5.55 If the Underlying Asset is being delisted from the Underlying Market, we shall have the right to close Your respective Position(s) on the last trading day, or after delisting of the Underlying Asset at the last available EXMO Broker Price of the respective Financial Instrument.
5.56 If the company whose market price is the basis of the Underlying Asset becomes insolvent, a petition for announcement of bankruptcy is filed against it or it is dissolved in any other manner, we can close Your open Position(s) for the respective Financial Instrument at the price that is the closest to zero.
6. TRADING PLATFORM ILLEGAL USE AND MISUSE PREVENTION
6.1 When accessing and/or using the Trading Platform and/or Services, You agree that You will not violate any Law, contract, IP rights and/or other third party rights or commit a tort, and that You are solely responsible for Your conduct while using our Trading Platform and Services. Without limiting the generality of the foregoing, You agree that You will not:
6.2 Internet connectivity delays and price feed errors sometimes create a situation whereby the prices displayed in Trading Platform do not actually reflect the market prices. Trading strategies aimed at exploiting errors in prices and/or at concluding trades at off-market prices or taking advantage of these internet delays are not permissible on the Trading Platform. If we reasonably suspect based on Your trading strategy or other behaviour, that You deliberately and/or systematically exploit or attempt to exploit such errors in prices and/or off-market prices, we are entitled to restrict or block Your access to the Trading Platform, terminate the Agreement and close Your Account immediately, as well as take legal action for any losses we suffered.
6.3 We shall constantly monitor the execution of this User Agreement by the Customer, and should we suspect the misuse of the Trading Platform, we reserve the right to intervene and take appropriate actions as we deem necessary in accordance with this Agreement, including suspension or closure of the Account. Signs of the misuse of the Trading Platform could be:
6.4 The provided signs of the Trading Platform misuse are not complete. Our specialists can designate a Customer’s operation as a misuse based on the thorough analysis of all relevant facts.
7. RISK WARNING AND ACCEPTANCE OF SUCH RISKS BY THE CUSTOMER
7.1 The trading of goods and assets, real or virtual, and financial derivative instruments involves significant risk. Prices can and do fluctuate on any given day. Such price fluctuations may increase or decrease the value of Your assets at any given moment. Any asset or currency — virtual or not — may be subject to large swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling or trading anything on a market.
7.2 There may also be additional risks that we have not foreseen or identified in this Agreement.
7.3 You acknowledge that You have been informed and that You understand and agree that none of the EXMO Broker, its Affiliates nor any of their respective Third Party Technology Providers shall, directly or indirectly, be responsible for, have any liability or obligation in respect of, or otherwise guarantee, the performance or settlement of any Transaction entered into by You through the Trading Platform, and no our Affiliate and/or Third Party Technology Provider shall have any liability to You or any other Person for any Transaction executed on the Trading Platform.
7.4 You should also fully understand that trading financial derivative products is associated with high risk and can result in substantial financial losses. You are solely responsible and liable for understanding the status of Your Positions, Your trading and non-trading activity on the Trading Platform and You unconditionally accept the risks of Your investment decisions in the Trading Platform.
7.5 You should also always know the true profit and loss level of Your Position(s), even if the Trading Platform displays them incorrectly.
7.6 We also shall not be liable and do not take responsibility for any suspension or interruption in the provision of the Services due to the Force Majeure Events and / or connectivity issues, and we do not guarantee the stable and effective operation of the Trading Platform at any time, that can affect Your Position(s) and/or Order(s).
7.7 You fully understand and accept the trading and financial risks due to the aforementioned factors.
8. FORCE MAJEURE EVENTS
8.1 We may, in our reasonable opinion, determine that an emergency or an exceptional market condition exists (a “Force Majeure event”). Such events may be caused by exceptional, unusual, or emergency conditions which may prevent us from performing any or all of our obligations.
8.2 In case of the Force Majeure event, we can:
8.3 We are within our rights to do anything listed in 8.2, with or without giving You notice, but if we exercise without giving You notice we will notify You, as soon as reasonably practicable, that we have done so.
8.4 In the case of the Force Majeure event, You may not be able to access the Trading Platform.
8.5 Except as expressly provided in this Agreement, we will not be liable or have any responsibility for any type of loss or damage arising out of any failure, interruption, or delay in performing our obligations under this Agreement where such failure, interruption or delay is due to a Force Majeure event.
9. INTELLECTUAL PROPERTY AND LIMITED RIGHT OF USE
9.1 You shall take all steps necessary to maintain the confidentiality of all documents and material provided by us or any of our third party providers with respect to the Trading Platform and each component thereof. You shall not:
9.3 You acknowledge and agree that Xtrade LTD is the owner of the Aggregate Data and shall be permitted to manipulate, use, licence and sublicense the Aggregate Data in its sole discretion, provided that Xtrade LTD is obliged to assure that any such disclosure of the Aggregate Data will not identify You to a third party as a source of any specific data related to Your operations at the Trading Platform without Your permission.
9.4 You acknowledge and agree that Xtrade LTD is the sole owner (except to the extent owned by third party licensors, including any Third Party Technology Providers) of all rights, titles and interests related to any brand name, mark, and logo under which it operates.
Limited Right of Use
9.5 Subject to Your compliance with the terms and conditions of this Agreement, You are granted with a limited, revocable, non-exclusive, royalty-free, and non-transferable licence to access and use the Trading Platform during the Term for the purposes set out in and in a manner consistent with this Agreement.
9.6 All rights that are not expressly granted under this Agreement are reserved. Thus, You are prohibited from using Services in any manner that is not expressly and unambiguously authorised by this Agreement.
9.7 Unless otherwise specified, all materials on Trading Platforms are property of Xtrade and are protected by copyright, trademark, and other applicable Laws. You may view, print and/or download a copy of the materials from the Trading Platform solely for Your personal, informational and/or non-commercial use, provided You comply with all copyright and other proprietary notices.
9.8 The text, images, graphics, data, prices, trades, charts, graphs, video and audio used on the Trading Platform belong to Xtrade LTD.
9.9 The trademarks, service marks and logos of ‘EXMO’ and ‘EXMO Broker’ are the property of EXMO EXCHANGE LTD.
9.10 Trademarks and materials should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected, or distributed in any form or by any means, whether manual or automated without obtaining prior consent from Xtrade LTD. The use of any of such materials on any other website or networked computer environment for any other purpose is strictly prohibited; any such unauthorised use may violate copyright, trademark, and other applicable Laws.
10. USE OF OUR TECHNOLOGY
Control over the Trading Platform
10.1 You acknowledge and agree that EXMO Broker shall have sole discretion and absolute control over, and the right to modify at any time, the Trading Platform functionality, configuration, appearance, and content, including:
Trading Platform Availability
10.2 We do not guarantee that the Trading Platform will be available all the time. We will strive to provide You with Service seamlessly, but we give no assurance that the Trading Platform may not be interrupted, or that there will be no delays, failures, errors, omissions or a loss of the transmitted information.
10.3 We will use reasonable endeavours to ensure that the Trading Platform can be accessed. However, we may suspend the access to the Trading Platform for maintenance and we will make reasonable efforts to give You notice of this. You acknowledge that this may not be possible in an emergency or in case of the Force Majeure event, and accept the risks associated with the fact that You may not always be able to use the Trading Platform and carry out Transactions.
10.4 In addition, in periods before and after the Trading Platform maintenance a high volatility of prices for Financial Instruments can lead to the rapid market moves. You accept such risks and will not hold us liable for financial losses due to the increased volatility in the aforementioned scenario.
10.5 We make no representations whatsoever about any external or third party web resource You may access through the Trading Platform. Occasionally, the Trading Platform may contain references and/or links to other resources (“External Resources”). We do not control these External Resources or any of the content contained therein. You agree that we are in no way responsible or liable for the mentioned External Resources, including, but not limited to, website content, policies, failures, promotions, products, opinions, advice, statements, prices, activities and advertisements, services, or actions and/or any damages, losses, failures, or problems caused by, related to, or arising from those External Resources. You shall bear all risks associated with the use of the External Resources.
Security and Viruses
10.7 Any use of the internet may be subject to a virus attack and/or communication failure. We shall not bear any liability, whatsoever, for any damage or interruptions caused by computer viruses, spyware, trojan horses, worms or other malware that may affect Your systems, computer or other equipment, or any phishing, spoofing or other virus attacks. We recommend that You use a reputable virus screening and prevention software at all times. You should also apply caution when reviewing text messages and emails purporting to originate from us, since the text messages and emails are also vulnerable to phishing, spoofing and other viruses. You should log into Your Account only via the Trading Platform and avoid messages from inauthentic senders that provide You Account login options.
10.8 We will not be liable should Your computer system fail, damage, destroy and/or format Your records and data. Furthermore, if You incur disruptions, delays and any other form of data integrity problems experienced while using the Trading Platform that are a result of Your hardware configuration or mismanagement, we shall not be liable.
Accuracy of Information on the Trading Platform
10.9 Although we intend to provide accurate and timely information on the Trading Platform, it (including, without limitation, its content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
10.10 In an effort to provide You with as complete and accurate information as possible, information on the Trading Platform may, to the extent permitted by the applicable Law, be changed or updated from time to time with a supporting notification of the Customers of such changes or updates at the earliest opportunity with a reasonable notice via the email indicated in the Customer Account Data and/or a pop-up notification on the Trading Platform, including without limitation any amendment or update of this Agreement and/or its essential parts. Accordingly, You should check that all the information provided on the Trading Platform is up to date before relying on it, and all such decisions based on the information contained on the Trading Platform are Your sole responsibility and we shall have no liability for such Your decisions.
10.11 As mentioned in the clause 10.5 above, links to the third party materials (including without limitation any resources) may be provided as a convenience but such links and its content are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content or services contained in any such third party materials accessible from the Trading Platform.
10.12 Should You upload any content on the Trading Platform, including without limitations, any text, photo, or other material, You represent and warrant that such content will not consist of:
10.13 Without relieving You of Your responsibility as mentioned above, we may, subject to our sole discretion, remove any content which is in violation of the above requirements in addition to any further action which we may consider necessary. We do not undertake to review any such content nor assume any responsibility in connection therewith.
10.14 You acknowledge and agree that EXMO Broker may not and does not endorse or guarantee the authenticity, identity or reliability of any content and information either posted by any Customer or attributed to any Customer, thus relying on the other Customers’ content is solely at Your own discretion and risk.
11. SUSPENSION OR TERMINATION
11.1 You may unilaterally terminate this Agreement and close or suspend Your Account at any time, following settlement of any amounts due to us by making a written request 30 (thirty) calendar days prior to the desired date of the Account termination or suspension to [email protected].
11.2 In addition, pursuant to clause 4.8 of this Agreement and subject to the Law requirements, EXMO Broker shall store the Customer Account Data collected from You for 5 (five) years after the date of termination of Your Account.
11.3 Notwithstanding any other provision of this Agreement, You acknowledge that we shall have the right to restrict Your access to, or to impose limits or suspend Your use of the Services, either generally or in respect of a particular Financial Instrument, or to discontinue transmitting any Data or other information, or to refuse to enter into, facilitate or process any or all Transactions, if under our sole discretion any of the following circumstances occur or we consider such circumstance to be likely to occur:
11.4 Any actions taken by us pursuant to this Section 11 shall continue for a time we consider reasonable, necessary, or desirable. You agree that:
11.5 In addition, You acknowledge and agree that if any of the circumstances mentioned above occurs at any time, we may cancel the Transaction previously executed by You via the Trading Platform according to the provisions of this Agreement.
11.6 You also agree that we will not hold any liability for Your inability to perform deposit or withdrawal of funds when Your Account is subject to the suspension for any of the aforementioned reasons.
11.7 If any notice is given to cancel or terminate this Agreement or to close Your Account, You will only be able to deal insofar as necessary to close Your Account. In particular You will not be able to place any new Orders nor to give any other instruction, except insofar as necessary to close a Position or to cancel an Order in place before the notice of cancellation or termination was given. For example, You will not be entitled to place any closing Order in such a size that would result in a new Position being opened.
11.8 Cancellation or termination of this Agreement and the closure of Your Account will not affect any rights, obligations or liabilities that have arisen on or prior to cancellation, termination, or closure. This means, in particular, that we will both continue to be liable to pay each other amounts payable.
12. REPRESENTATIONS AND WARRANTIES
Your Representations and Warranties
12.1 As of the date hereof, and as of the date of concluding each Transaction, You represent and warrant to us and agree for the benefit of us, our Affiliates and their respective Representatives that:
Our Representation and Warranties
12.2 We represent and warrant that we shall provide Services and carry out our obligations with reasonable care and skill.
13. LIMITATION OF LIABILITY
13.1 You understand and agree that the Trading Platform, its components, interfaces, any related equipment, any documentation, the data and other materials and the existing technology are provided by us on an “as is” and on “as available” basis with all faults. Neither we, nor our Affiliates or any Third Party Technology Provider, makes any warranty of any kind to You, whether express or implied, including any warranties of fitness for a particular purpose, non-infringement or any warranty arising from a course of performance, a course of execution of Transactions on the Trading Platform or business customs.
13.2 Without prejudice to the foregoing, neither we nor our Affiliates make any representation or warranty as to the timeliness, accuracy, or completeness of any of the Data or other information on the Trading Platform or as to the results to be attained by You from accessing or using the Trading Platform. Neither we nor our Affiliates shall have any liability whatsoever for any claims relating to any software, technology, equipment, platform, existing technology, data or any other information, materials, instrument, or access to the Trading Platform meeting Your requirements of such access being uninterrupted, timely, secure, complete, accurate or free from errors or defects.
13.3 You acknowledge that certain software and equipment used by You may not support some features of the Trading Platform, and vice versa.
13.4 Neither we, nor our Affiliates or any Third Party Technology Provider, recommends, endorses, advocates or sponsors any of the Financial Instruments or Transaction appearing on, or made on the Trading Platform. Nothing in the content provided in the Trading Platform, including, but not limited to, predetermined Order price levels, recommended deposit amounts, selection of the featured assets should be regarded as an offer or as a solicitation of an offer to buy, sell or otherwise deal in any Underlying Asset or construed as advice.
13.5 Any price information, quotes, forecasts, return estimates or indications of past performance are for information purposes only and do not guarantee future performance of the Underlying Assets and do not constitute an offer to buy or sell or any solicitation of an offer to buy or sell any Underlying Asset, nor to enter into any Transaction. You agree that the Trading Platform shall not serve as the primary basis for any decision to enter into any Transaction and neither we, nor our Affiliates shall be, or be deemed to be, your financial advisor or fiduciary. You hereby acknowledge that any reliance upon any Data or other content available on the Trading Platform shall be at Your sole and exclusive risk.
Limitation of Liability
13.6 You understand and agree that, provided we have exercised reasonable care and skill in the performance of our Services and in carrying out our obligations under this Agreement, neither we, nor our Affiliates shall have any liability for any indirect, incidental, punitive, special or consequential damages, for any loss of profits, lost data, unavailability of the Trading Platform, business interruption, loss of business reputation, costs of Services substitution, or downtime costs suffered by You, Your Affiliates and any other Person as a result of, or arising in connection with this Agreement even if You, Your affiliate or such other Person had previously been advised of the possibility of such loss.
13.7 Notwithstanding any other provision of this Agreement, the aggregate our liability, or that of our Affiliates, for any loss incurred or suffered by You, Your Affiliates or any other Person for any reason whatsoever relating to or arising out of this Agreement or use of the Trading Platform, or anyhow connected with the Trading Platform, and regardless of the form of action, shall be limited to the amount of Fees You paid to us during 3 (three) months prior to the event giving rise to such liability.
Reasonable Allocation of Risk
13.8 The Parties hereto acknowledge that the exclusions and limitations of liability set forth in this Section 13 are integral to the level of Fees payable by You for the Services, and that in case we assume any further liability other than as expressly set forth in this Agreement, such Fees would, provided such condition, be set substantially higher. As such, You agree that the limitations and exclusions of liability set out in this Section 13 are reasonable.
Exceptions to Limitation of Liability
13.9 Nothing in this Agreement shall or shall be construed to exclude or limit either Party’s liability for:
14.1 You agree to defend, hold harmless and hereby indemnify us and each our Affiliate from and against any loss, damage, cost, claim, proceeding, penalty, fine or expense, including legal fees, incurred by, or suffered by us or any our Affiliate, which arises out of, or relates to, directly or indirectly:
15. DISPUTE SETTLEMENT
15.1 Should there be any disputes regarding matters stipulated herein, the Parties shall take all measures possible to resolve them by negotiations.
15.2 You have the right to file a complaint with us if any disputable situation arises. The Data is the main source of information in case of any complaints. Any references to the prices of the other companies are not qualified and will not be considered.
15.3 The complaints are not accepted in respect of:
15.4 After we decide on the dispute, You will be informed about it. The cases that are mentioned in the previous paragraph may be vested in our sole discretion. If we decide to do so, this will not be considered an undertaking of an obligation to continue.
15.5 Except for the right of Xtrade LTD, the courts of Saint Vincent and the Grenadines will have exclusive jurisdiction over any claim or matter arising under or in connection with this User Agreement and the legal relationships established by this Agreement. Nothing in this Agreement will affect the right of either Party to serve the process in any other manner permitted by Law.
16. AMENDMENTS OF THE AGREEMENT
16.1 We have the right to change the terms of this User Agreement. The changes take effect 3 (three) days after the moment the new version of the corresponding documents is published on the Trading Platform.
16.2 We will provide You with a supporting notification of such terms’ changes or updates at the earliest opportunity via an email message and/or a pop-up notification on the Trading Platform.
16.3 Upon receipt of such notification, You will have the right to either accept the updated terms and continue to use our Services, or, upon Your refusal to accept them, to withdraw from the User Agreement and close Your Account.
16.4 If You do not accept the new version of the User Agreement, You will be required to close Your Account as soon as reasonably practicable, and You will only be permitted to conclude Transactions and/or place Orders in order to do so.
16.5 You acknowledge that an amendment which is made to reflect a change of Law or regulation may, if necessary, take effect immediately and without notice.
16.6 You agree that regardless of any statute or Law to the contrary, any claim or cause of action arising out of or related to use of the Services or this User Agreement must be filed within 1 (one) year after such claim or cause of action arose or be forever barred.
16.7 Irrespective of other provisions of the User Agreement, we shall have the right to perform changes in the Agreement with an immediate effect, if:
17. CONFIDENTIALITY AND DISCLOSURE
17.1 You agree that You will keep secret and confidential any Confidential Information concerning EXMO Broker and its Affiliates that You received as a result of this Agreement or of any investigations made in connection with it and, if applicable, You should also enforce Your officers, employees and consultants to whom such information has been disclosed to comply with such commitment. The duties foreseen by this Section 17 do not apply to the Confidential Information that is:
Customer Information Disclosure
17.2 We will not share or otherwise transfer information regarding the Customers, except to their Representatives as required in the ordinary course of our business operation, including, but not limited to, our banking or credit relationships, payment service providers, Partners as necessary to execute Customers’ Orders.
17.3 We may also share Your Personal Data with the law enforcement, data protection authorities, government officials and other Governmental Authorities when:
18. FINAL PROVISIONS
18.1 With the exception to the cases defined by this Agreement and the current legislation, all the notifications, messages and documents related to the fulfilment of obligations arising out of this Agreement should be sent to and are considered as received by the Parties if they have been sent via email from the authorised address of one Party to the authorised address of the other Party. An authorised address can be:
18.2 Notices and other communications required to be given or made under or in connection with this Agreement or the matters contemplated by this Agreement shall be in writing and shall be personally delivered or sent by email or commercial courier service as follows:
18.3 Any notice provided by us to You shall be deemed to have been duly given or made as follows:
18.4 Email message shall be deemed received on the receipt by the sender of a read notice or the respective recipient’s response provided that:
18.5 We may provide You with the information on the Trading Platform use, amendments to the User Agreement and other updates by means of notifications on the Trading Platform, messages sent to Your email or news posts. Such notifications, messages and news posts will be deemed to have been received by You and brought to Your knowledge as soon as they are made available on the Trading Platform, or at the time the relevant message is delivered to Your email.
18.6 Notifications received in the form of SMS messages, e-mails or on mobile devices relating to the Orders and/or Transactions constitute only an additional service in relation to the Services provided to the Customer. Messages received as a part of this service are for information purposes only. Activating the notification does not relieve You from the obligation to monitor the status of the Account. Failure to receive or notification received late may not constitute grounds for lodging claims against us.
18.7 This Agreement, and any other documents referred to therein constitute the whole agreement between the Parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter of the Agreement. Each Party acknowledges that, in entering into the Agreement it does not rely on any statement, representation, assurance or warranty of any Person (whether a Party to the Agreement or not) other than as expressly set out in the Agreement or other documents referred to in the Agreement.
18.8 If any provision of this Agreement is or becomes (whether or not pursuant to any judgement or otherwise) invalid, illegal, or unenforceable in any respect under the Law of any jurisdiction:
Third Party Rights
18.9 The Parties acknowledge and agree that each of our Affiliates parties is given rights or benefits under this Agreement and that each of them shall be entitled to enforce those rights or benefits against the Parties in accordance with the respective law of Saint Vincent and the Grenadines.
18.10 No failure or delay by any Party to exercise any right or remedy provided under this Agreement or by Law will constitute waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy precludes or restricts the further exercise of that or any other right or remedy. No waiver by either Party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.
Remedies Are Cumulative
18.11 Except as expressly provided in the Agreement, the rights and remedies provided under the Agreement are in addition to, and not exclusive of, any rights or remedies provided by Law.
18.12 You agree that damages alone would not be an adequate remedy for breach of this Agreement or for any unauthorised use by You of any of IP Rights, and that we shall (subject to the discretion of the court) be entitled, without proof of special damages, to the remedies of injunction, specific performance, or any other equitable remedy for any threatened or actual breach of any relevant provisions of this Agreement or unauthorised use.
Change of Control
18.13 In the event that Xtrade LTD is acquired by or merged with a third party entity or Xtrade LTD assets and/or business (wholly or in part) are acquired by a third party, we reserve the right, in any of these circumstances, to transfer or assign the information that it has collected from You, including Your Personal Data, Customer Account Data and other information as part of such merger, acquisition, sale, transfer, or any other change of control.
18.14 You shall not assign this Agreement in any manner without our prior written consent, and any purported assignment in violation of this clause shall be null and void. We may assign this Agreement to another Person in connection with the transfer of all or part of our assets or business to our Affiliate or to any third party. By accepting this Agreement, You give Your irrevocable consent to the aforementioned assignment and/or transfer, including for the transfer of Your Personal Data, Customer Account Data and other information, as well as for the transfer of funds from Your Account in the course of such Assignment.
English Language Controls
18.15 For all purposes, this English language version of this Agreement shall be the original, governing instrument and understanding of the Parties. In the event of any conflict between the English language version of the Agreement and its translation into any other language, the English language version hereof shall always prevail, govern, and control.
18.16 This Agreement, any non-contractual obligations arising out of or in connection with this Agreement and any pre-contractual matters shall be governed by, construed, and interpreted in accordance with the laws of Saint Vincent and the Grenadines.
18.17 You acknowledge and agree that any and all telephone conversations and other communications between You and EXMO Broker, including communication with the EXMO Broker technical support desk may, at the option and in the sole discretion of the EXMO Broker, be recorded with or without the use of an automatic tone warning device. You further irrevocably agree and allow EXMO Broker to use such recordings and any transcripts thereof as evidence in connection with any dispute that may arise in relation to any matter arising under or in relation to this Agreement, Services hereunder, any Order or Transaction.
18.18 For matters that are not reflected in this Agreement, the Parties are guided by applicable Law.