Trade Responsibly: Trading on margin carries a significant level of risk since leverage can magnify your profits as well as your losses. Thus, Leveraged Products may not be suitable for you as you may lose all your invested capital. You should not risk more than you are prepared to lose. If you are unsure about trading, you may wish to seek independent advice first.
Please read carefully our Risk Disclosure Notice for further details on the risks of trading Leveraged Products.
- This Client Agreement (the ‘Agreement’), including the Schedules as amended from time to time, is the document that governs the relationship between you (also referred to as ‘Client’, ‘Customer’, ‘your’ and ‘yourself, TGCapital (also referred to as Company-Trading As, the ‘Firm’, ‘we’, ‘us’, ‘our’ and ‘ourselves’, as appropriate) concerning the services we provide and your activity with us.
- The Company is the owner and operator of www.tgcapital.io (also referred to as TGCapital).
- For your benefit and protection, please ensure you take sufficient time to read the Agreement as well as any other additional documentation and information available to you via our Website prior to opening an account and/or carrying out any activity with us. You should contact us for any further clarification or seek independent professional advice (if necessary).
2. SCOPE OF THE AGREEMENT
- By accepting these terms, you enter into a legally binding agreement with us.
- The Agreement includes, in addition to any Schedules and the ‘Account Opening Form’ completed by you, any information provided to you during the registration procedure.
- Please note that there are other documents and information available on our Website, which form part of the Agreement, and provide more details on us and your activities carried on with us, such as:
- The ‘Order Execution Policy’ that explains how trades are executed
- The ‘Risk Disclosure Notice’ that summarises the key risks involved in investing in Spread Trades.
Additional documents and other information which are available to you on our Website and through our trading platforms, but that do not form part of the Agreement include:
- ‘Complaints Handling Procedure’ that sets out the procedure that needs to be followed in the event that a client wishes to complain about the Firm and explains how your complaint will be handled;
- The ‘Privacy (Paragraph 10 in the Terms and Conditions)‘ that explains how we deal with certain information you provide to us;
3. COMMENCEMENT, DURATION OF THE AGREEMENT AND RIGHT TO CANCEL
- The Agreement shall commence once we have informed you about your account being activated. This is, once we have completed due diligence and satisfied our requirements in terms of ‘Know-Your-Customer’ or any other procedures.
- You have the right to cancel the Agreement by giving us notice in writing within the first fourteen (14) days of your account being activated. We will return to you any amount you have transferred to us, subject to you not having entered into any trades via our platform.
- Where the Agreement has not been cancelled, it will continue to be in effect until its termination, in accordance with the provisions contained in the ‘Termination’ section of this document (section 23).
4. THE SERVICES WE PROVIDE
- We will offer you, on an execution-only basis, access to trading a number of instruments in the form Spread Trades (also referred to as ‘Leveraged Products’).
- We will act as ‘Matched-Principal’ at all times in relation to your trades with us, and we will do so on a non-advised basis.
- We do not provide investment, financial, legal, tax or regulatory advice nor do we provide any other form of recommendation. You understand that you shall make your own assessment of any transaction prior to entering into a trade, and shall not rely on any opinion, material or analysis provided by us or any of our affiliates, employees, or other related parties as being advice or recommendation. If you are unsure of whether proceeding with this Agreement, you may wish to seek independent advice.
- We do not offer investment research, and any material containing market analysis is considered marketing communication and should not be construed as advice, recommendation or research.
- You understand that Spread Trades are derivative products, and therefore you will not be entitled to own any underlying instrument. You also understand that no physical delivery of any underlying asset shall occur.
- You accept that TGCapital is the only execution venue in relation to your Contracts activity under this Agreement. Although we may transmit your orders for execution to third-party liquidity providers through an electronic communication platform, contractually we are the sole counterparty to your trades and any execution of orders is done in our name. Further information can be found in our ‘Order Execution Policy’.
- You may Trade in Contracts from 00:00:01 (Eastern European Time Zone) on a Monday until 23:59:59 (Eastern European Time Zone) on a Friday and Cryptocurrency Contracts from 00:00:01 (Eastern European Time Zone) on a Monday until 23:59:59 (Eastern European Time Zone) on a Sunday. It should be noted that certain financial instruments have specific trading timeframes which can be found in the contract specifications on our Website. You are responsible for looking at these contract specifications for further details prior to Purchasing or Selling Contracts.
- We are entitled to refuse the provision of any Sales or Purchases of Contracts to you, at any time we deem necessary, without being obliged to inform you of the reasons to do so.
5. OPENING AN ACCOUNT
- Following receipt of your ‘Account Opening Application Form’, we may use the information you have provided us to conduct any further enquiries about you as we may deem necessary or appropriate in the circumstances. This includes, but is not limited to, verifying your identity information, obtaining references from third parties such as financial institutions or employers. We may also conduct other searches with third-party information providers and databases (public or otherwise), including credit searches which may appear on your credit history. You understand that we may conduct these enquiries at any stage of the relationship, and we expect you to assist us with any additional information we may require, as failure to do so may lead to termination of the relationship between you and us.
- We are entitled to rely on the information you have provided in your ‘Account Opening Application Form’ as being correct and accurate at all times, unless you notify us otherwise in writing. It is your responsibility to notify us as soon as possible in writing of any change in the information provided.
- Where we accept your application to open an account, we will confirm this to you in writing and we will provide you with details to access your account, specifically your account number and password (the ‘Access Codes’). Acceptance of you as a Client is no guarantee that any further account with us will be accepted.
6. OUR PLATFORMS
- Following your account activation, you will be able to:
- Download and install (where applicable) the trading and/or spread Sales and Purchase platforms (the ‘Software’), or where you choose to use a web-based version of the Software (where available), you should ensure they are accessible and operational.
- Use your Access Codes to log in to the Software from where you can view your account. You are responsible for maintaining or changing your password at all times. It is also your responsibility to keep any correspondence from us regarding your Access Codes private and confidential.
- Further to the above, you are responsible for ensuring that you are able to access our Software when you need to and, in the times, when it is available. Your responsibility extends to ensuring you have access to a reliable internet connection, and maintaining any devices used to this end.
- The Software, which may have been developed by a third party, is provided ‘as is’. We will ensure, but cannot guarantee, that the Software supports data security protocols compatible with those used by TGCapital. We also cannot guarantee that the Software is free of any errors or deficiencies.
- We will, to a reasonable extent, maintain the Software and any other related systems up to date. We and/or any relevant third party may perform this maintenance from time to time which includes shutting down, restarting and/or refreshing the servers to ensure, or procure to ensure the effective and efficient operation of the Software. These actions may cause the Software to be inaccessible and/or inoperative for a period of time, therefore you accept that we will bear no responsibility for any loss, including financial loss and/or loss of opportunity due to maintenance and/or any action or omission of TGCapital and/or the third-party software provider.
- We will endeavour to make the Software and any other systems available when required by you, but we cannot always guarantee their continuous availability for the following reasons, including but not limited to:
- Failures and/or errors, including of technological nature such as failure with internet connectivity which may affect the access to the Software, which either you or we rely on;
- Suspension of service availability due to maintenance, repairs, updates, developments and other issues outside of our control. We will exercise reasonable efforts to carry out such activities outside normal trading hours. Where this is not possible, we will endeavour, within reason, to provide you with prior notice.
7. SECURITY, AUTHENTICITY AND ACCESS
- We will only accept instructions from you and/or your Authorised Representative pursuant to a duly signed notary confirmed ‘Power of Attorney’. For the avoidance of doubt, Authorised Representatives shall not be considered Clients of TGCapital. However, we will consider any instructions from an Authorised Representative as coming directly from you, and we may act upon such instructions without the need to confirm their authenticity or validity.
- In addition to anything else specified above, we may rely on any instructions coming from any person in possession of your Access Codes and submitted through the website as if these instructions were coming from yourself, without us making any further enquiry.
- If, under any circumstances, you reveal your Access Codes to any person, whether intentionally or unintentionally, we shall bear no responsibility for any loss that may arise, including, but not limited to financial loss and/or loss of opportunity due to your actions and/or omissions.
- You are responsible for keeping any information regarding your dealings with us, private and confidential. We will bear no responsibility in the event that any person attains unauthorised access to any information regarding your dealings with us, where that information is:
- Held by you;
- Being transmitted via electronic or any other means, by you to TGCapital and/or any other party authorised by us;
- Being transmitted via electronic or any other means, by us to you and/or any Authorised Representative.
- You must notify us as soon as possible if you become aware of your Access Codes or any other information regarding your dealings with us being used or becoming known by any person without your authorisation. You accept that we are unable to identify any instances where a person, other than yourself or your Authorised Representative (where applicable), is accessing our Software with your credentials without your express consent.
- We reserve the right to revoke your access and/or the access of any Authorised Representative to our Software at any time, where we deem necessary.
- Where you have not carried any activity and/or transactions for a period of time, as determined within reason by us, we reserve the right to carry out additional checks and/or request additional documentation from you before we allow you to resume any activity with us.
8. INSTRUCTIONS AND ORDERS
- We will only accept instructions transmitted via the means approved by us, including, but not limited to our website platform and your registered e-mail address. We will only accept orders transmitted via the Software
- We will accept requests and discussions not related to orders via the software, email and/or telephone. The Client accepts that at times of excessive workflow there might be delay in connecting over the telephone and/or via email and/or via chat with an operator.
- You may communicate with us for support and any instructions other than orders in any of the languages available on our website during business hours.
- Where information has not been transmitted to us via approved means, or where you have misinterpreted any instruction and/or information, it is your responsibility to make the necessary amendments and we will bear no responsibility for any loss, be it financial or of opportunity in connection to said instruction.
- We bear no responsibility for any loss that arises as a result of delayed or unreceived communication sent by us to you.
- You understand that time is important when trading Leveraged Products, therefore you are responsible for ensuring that any communication in relation to your dealings with us is sent to us on time.
- We reserve the right to accept, either in part or in full, or reject, any instructions from you. We may also contact you regarding changes in the execution of any recent or future transactions you may conduct, as a result of monitoring your trading activity. For instance, where your account balance frequently results in negative equity, we may propose to increase your margin requirements in order for you to continue trading, irrespective of the applicable trading conditions for other clients. Alternatively, we reserve the right to execute any instruction received from you without any further enquiry.
- We may, at our discretion confirm any instructions received from you via any durable medium or telephone.
- Where you have appointed an Authorised Representative to deal with us on your behalf, and you wish to cancel his/her appointment you must notify us in writing. Until we receive the said notice, any instructions we may receive from the Authorised Representative shall (a) be deemed valid, and (b) shall fully commit you.
- Except where the Software permits, all orders to trade on the financial instruments we offer are final and cannot be cancelled or deleted, unless we expressly agree to such cancellation or deletion.
9. UNDERSTANDINGS OF BOTH PARTIES
- We shall enter into transactions with you and conclude them in good faith.
- We shall take all necessary steps to ensure compliance with the applicable rules. Therefore, you agree to be bound by any decision we make in order to comply with any rule, or obligation of the Firm.
- Where we provide you via our Website, the Software, with any links to other websites and/or resources from third parties, these links are provided for information only. We have no control over the content, quality or security of the information contained on those websites and/or resources, and therefore we cannot be made responsible for any losses that may arise from your use of these.
- We take reasonable care in trying to ensure that any information and/or content, including third-party features on our Website, the Software and e-mail communications from us is accurate and complete. However, some information may be provided ‘as is’ and on an ‘if available’ basis, and therefore we cannot give any warranties or representations (either expressed or implied), relating said features and third-party information.
- The product specifications and/or conditions are to be found on our Website, as amended from time to time. It is your responsibility to ensure you remain updated with regards to our product specifications and conditions, as well as any other information which may be of your interest, and you shall take all necessary actions to safeguard your interest where you believe you may be affected. You understand that the product specifications and/or conditions may be varied. You will continue to be bound by the Agreement in the event of any of these amendments taking place.
- Further to the clause above, you understand that we may remove any of our products and/or cease providing you with the ability to place an order at any time. Where we have ceased to provide any product and you have a previously open position in that product, it is your responsibility to cancel and/or close such position, otherwise we will close the position at the last available price for the relevant instrument. You also understand that any open contracts on Spread-Contracts with expiration date will be automatically closed at the end of the last trading day. It is important to note all Contracts will be automatically sold on day 60 (sixty).
- You understand that in order for us to provide you with our services, we may enter into agreements with external service providers for any activity and/or operation we may conduct. We will do so in accordance with the applicable rules.
- Where your relationship with us is between one or more persons, for example through a joint account or a legal entity, all obligations and liabilities under the Agreement shall be joint and several. Any communication, including but not limited to notices and orders shall be considered as delivered to all persons that together constitute the Client.
- We reserve the right to reverse any transactions which we deem to be contrary to your interest or ours, for any reason.
- Where you are in breach (or we have reasonable grounds to believe you may be in breach) of any term contained in the Agreement, we reserve the right to temporarily or permanently suspend your access to the Software, your Account(s), and/or terminate the Agreement, and/or take any other actions as we may see fit in the circumstances.
- By becoming a client of TGCapital, you do not obtain any rights to any intellectual property belonging to us. Our Website, the Software, any data, information, documentation and/or creation shall be protected in accordance with the applicable laws and you shall have no right, neither at the time of entering into the Agreement, nor at any point of time in the future. All rights whether expressed or implied, and whether existing now or in the future are reserved.
- You shall not cause or permit any actions to be caused which might endanger or damage any intellectual property belonging to us.
- You understand that you shall not copy, reproduce, duplicate, translate, assume ownership or otherwise of any rights belonging to TGCapital.
10. CONFLICTS OF INTEREST
- A conflict of interest may arise when our interests compete or interfere or appear to compete or interfere with your interests under the Agreement. You understand and agree that such circumstances may arise, and where they do, we will exercise our best endeavours to mitigate them.
- We are required by law to take all reasonable steps to identify and manage any potential or actual conflicts of interest between:
- Us and any Affiliate Entity or third-party
- Us and you
- You and any other client
11. YOUR MONEY
- We reserve the right to request additional information and/or documentation at any time in order to be satisfied that your dealings with us, including, but not limited to deposits and withdrawals are legitimate or for any other reason so as to comply with our and your obligations. It is your responsibility to provide us with complete and accurate information, as failure to do so may result in delays with processing a transaction, and/or a transaction may be rejected.
- Further, where we are not satisfied as to the above and reject an incoming transaction, we reserve the right to return the funds to the sender net of any transfer fees or charges which we may incur. Any refund will be sent to the same source from where the funds were received. We will only deviate from this policy where we believe, at our sole discretion, that this is necessary and always in accordance with the applicable legislation.
- It is our policy to ensure that all withdrawals, either in part or in full of the funds you deposit with us is sent to the same source where the funds came from.
- We reserve the right to accept or decline any funding and/or withdrawal request by you depending on the payment method you choose, and we may suggest you an alternative for your request. More information on our accepted payment methods can be found on our Website.
- Further, we reserve the right to decline any funding and/or withdrawal request where we believe that such request may lead to a breach of any legal obligation, terms and/or agreements. This includes instances where we are not satisfied with the documentation provided by you. In this case, we reserve the right to reverse the transaction in part or in full, net of any transfer fees, charges or other deductions incurred by us. You understand that there may be instances where we will be unable to provide you with an explanation as to why we cannot proceed with your request.
- Where you hold several Accounts with us, and we reverse any transaction from you for any reason, we may merge your funds held in those Accounts, as described above.
- You shall make any requests relating to the administration of your Account(s) via the TGCapital.
- We will take reasonable steps to ensure keeping you informed about the progress of any funding and/or withdrawal request, specifically in relation to processing times and any required documentation that if not in place may result in delays. Further information about the processing times can be found on our Website, however, this information is provided for indicative purposes only. You understand that there may be instances where we cannot guarantee these times because of events outside of our control.
- Where you receive money from us by mistake, you agree to hold such amount of money in trust for the benefit of TGCapitalor tgcapital.io or the beneficial owner. In the event you use any funds sent to you by mistake, we will have a claim on those funds, together with any profit derived from the use of those funds, on behalf of the beneficial owner. In the same way, we shall not compensate you for any losses incurred by you as a result of you using the said funds. The claim for the full amount shall remain.
- Where we are required to do so by law and/or any applicable rules, we reserve the right to deduct or credit any amount from your Account(s).
- We reserve the right to set-off any liability of yours under this Agreement. Where the liabilities to be set-off are expressed in different currencies, we may convert said liabilities at a market rate of exchange.
- Where we net-off any amount due by deducting it from your Account(s), we will consider the obligation as satisfied and discharged. We reserve our rights on any obligation which cannot be considered satisfied.
12. OUR CHARGES
- Prior to entering into any transaction with us via the Software, please ensure you have considered any and all applicable charges such as Spread(s), Commissions and Swap(s), which are available on our Website. It is your responsibility to ask for further clarifications should you require so. Any applicable charges shall be directly deducted from your Account(s).
- Charges may not all be represented in monetary terms but may also appear in other units such as pips, the value of which can vary depending on the instrument. You will be able to find the value of all of our Contracts on our Website, by accessing the Contracts Specification section at tgcapital.io (you will find the information for all of the asset classes in separate tabs).
- We reserve the right to change, from time to time, any of the charges applicable to your dealings with us. You will find the most up-to-date information about our charges on our Website.
- In the event you are dissatisfied with any changes we may make to our charges, you may contact our Customer Support Department, and/or terminate the Agreement in accordance with the provisions contained herein.
- For Swaps, depending on the position held and the prevailing interest rates of the contracts involved in a transaction, your Account may be credited or debited with financing. The operation is conducted at 23:59 (server time) and the resulting amount is automatically converted into your Balance Currency.
- From Mondays to Thursdays, Swaps are charged once for every business day, but on Fridays these are charged three times the size in order to account for the weekend. Further information on Swaps can be found on our Website.
- We charge our own interest rates, based on the overnight rate provided by Bloomberg. We update our rates as often as necessary.
- If your Account(s) remain inactive for 60 days, we reserve the right to charge you a one-off account maintenance fee of USD200 (or currency equivalent), followed by a monthly fee of USD90 of available balance above USD250, for each month that the Account remains inactive. The status of your Account can be viewed via TGCapital Software, and you can enable your Account at any time. We reserve the right to change the 60-day inactivity period as we deem necessary at our sole discretion.
- If the Account remains inactive for a period of 90 days, we reserve the right to suspend the account – you can reactivate the account at any time at a once off fee of USD100.
- For some payment methods there are transaction fees. Where you engage in deposit and withdrawal activity without entering into any trading activity with us, we reserve the right to impose any fees or charges with regards to specific payment methods. These fees are available on our website.
- Investing in financial instruments may be subject to tax depending on the jurisdiction where you are a resident. However, this will depend on your personal circumstances. You should seek independent tax advice if you are unsure on how this may affect you, as we do not provide any financial advice, including tax advice.
- You understand that tax laws are subject to change, and in the event they do, we reserve the right to debit from your Account any tax payment, including, but not limited to stamp duty, capital gains tax or other forms of tax which may be levied in relation to your transactions with us.
- You understand that certain transactions in certain financial instruments may carry a tax obligation under the Financial Transaction Tax regime, stamp duty, transfer tax, dividend tax, withholding tax or other taxes or duties in any jurisdiction. Where there is such tax obligation, we shall pass it on to you by debiting from your Account.
14. CONFIDENTIALITY AND DATA PROTECTION
- We, as the controller of your personal data shall process your personal data during and after your relationship with us, in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and other applicable data protection laws, as amended from time to time.
- By entering into the Agreement, you agree and acknowledge that we shall process your personal data including special categories of personal data as per our Privacy Notice available on our Website, as amended from time to time.
- We will process your personal data for the purposes of (i) providing our services to you, (ii) providing you with information about us and our services and improving our services from time to time, (iii) maintaining our IT systems, including our administrative and client management systems, (iv) complying with any requirement of law and/or of any competent authority or professional body (where applicable) of which we are a member.
- We process your personal data for the purposes mentioned herein on the lawful basis that (i) you have given consent (where applicable); (ii) the processing is necessary for the performance of our contract and in order to take steps at your request prior to entering into our contract; (iii) the processing is necessary for compliance with a legal obligation to which we are subject; and (iv) the processing is necessary for the purposes of the legitimate interests pursued by us (subject to the relevant individual’s fundamental rights and freedoms overriding such interests).
- You have the right to request from us access to and rectification or erasure of personal data or restriction of processing concerning you or to object to processing and to withdraw your consent (where applicable) at any time by notifying us in writing as well as the right to data portability.
- You acknowledge that we shall store your personal data (and records of your dealings with us) for as long as this Agreement is in force and for any additional period required for any legislation or governmental authority or for the pursue of protecting our Affiliate Entities’ legitimate interests.
- We shall disclose your personal data to member companies of the TGCapital group of companies, marketing companies, business partners, IT service providers and other financial institutions such as payment services providers and banks and third-party introducers (relevant to you), for the purposes described in clause 15.4 above. In the event that a transfer of personal data is made to countries located outside of the EEA we shall carry out such disclosure to a recipient (i) who is in a country which provides an adequate level of protection for personal data or (ii) under appropriate safeguards pursuant to the provisions of applicable data protection laws (e.g. by an agreement in the form of standard data protection clauses adopted by the European Commission), the form of which is available on our Website.
- TGCapital has designated a Data Protection Officer to oversee and monitor TGCapital compliance under applicable data protection laws and to act as the Company’s point of contact for the competent authority. You have the right to lodge a complaint with the Information Commissioner’s Office at any time. You may contact our Data Protection Officer by email to the address [email protected] .
- If, during the course of our business relationship, there is a change in your personal data you must ensure that this data is updated and accurate by contacting us as soon as practically as possible. You may do so via TGCapital.
- We shall implement appropriate technical and organisational measures to ensure an adequate level of security appropriate to the applicable risk. Transmission of data via the internet and/or other networks does not always ensure appropriate security of personal data hence you must always ensure that you transfer data to us via secure means.
15. OUR COMMUNICATIONS WITH YOU
- We will communicate with you about any notice, instruction, request or any other communication via your registered e-mail, the Software, or telephone. All our contact details are available on our Website. Any communication from us to you shall be deemed effective on the date and time of sending from our side in case no other timeframe or specifics have been stated. It is your responsibility to ensure you have read all and any communication we may send you from time to time, via any approved communication method.
- The Firm’s official language is the English language. Any translated version of the Agreement and/or any other communication, including our Website, may be provided solely for convenience purposes or due to legal requirements in the event of a dispute, the English version shall prevail.
- Any communication sent to you by TGCapital is intended to be received by you only. You are therefore responsible for keeping any information we send to you private and confidential.
- We may communicate with you from time to time, and in accordance with the applicable rules on Client Communications, about any business, marketing and/or promotional reasons.
- We bear no responsibility for any loss that arises as a result of delayed or unreceived communication sent to you by us or vice-versa.
16. RECORDING OF COMMUNICATIONS
- We record incoming and outgoing telephone calls between you and us for quality monitoring, and training purposes. We will also record any other communication between you and us, including chat messages and e-mails. We reserve the right to use these records where we deem it necessary, including, but not limited to dispute resolution situations.
17. REPRESENTATIONS AND WARRANTIES
- You hereby represent and warrant that you have not been coerced, or otherwise persuaded to enter into the Agreement, nor have you entered into the Agreement based on any representation other than what is included herein.
- Where you are an individual (i.e. natural person), you warrant that you are over 18 years of age at the moment of entering into the Agreement.
- Where you are a legally incorporated entity (i.e. a juridical person), you warrant that by entering into the Agreement you will not be in breach of your own constitutional documents or any law from the jurisdiction where you are incorporated.
- Further, you warrant that you are aware of any requirements and implications, including, but not limited to any restrictions or reporting requirements set by your local jurisdiction as a result of entering into the Agreement. TGCapital shall not be liable for any requirements imposed to you by your local authorities, therefore you undertake to comply with any applicable requirements.
- You represent and warrant that you have been provided with a warning on Buying and Selling Leveraged Contracts/Products involving a significant risk of loss, and that due to the speculative nature of trading, you should not invest more than you can afford to lose.
- You also represent and warrant that the information you provided us during your registration for opening an Account accurately reflects your personal circumstances and you have not provided us with false or misleading information. Further, you warrant that should any information provided during the registration process becomes invalid, you will immediately notify us in writing of the change in your circumstances.
- You further represent and warrant that you will not redistribute information concerning financial Contracts/instruments, including, but not limited to pricing information and chart data on offer by TGCapital to any third-party.
- You warrant and covenant that:
- The funds you will use to Buy or Sell Contracts with us belong to you and are free of any lien, charge, pledge or other encumbrance;
- The funds are not the direct or indirect proceeds of any illegal act or omission, nor are they product of any criminal activity which constitutes a predicate offence under the Money Laundering Regulations 2017, or any other Anti-Money Laundering and Countering the Financing of Terrorism legislation.
- Unless you are entering into the agreement as a representative or trustee of a third party and you provide us with the necessary documentation to satisfy our and the international legal requirements, you are acting in your own name and you are not acting in representation or in trust of a third party.
- You warrant that any documents sent to us during your Account opening process, as well as throughout the duration of the Agreement, are valid and authentic. In the event that we believe, in our sole discretion, that any document is incorrect or invalid, we will request for alternative documentation. Failure from you to provide such documentation may lead us to taking action as we deem necessary.
18. EXCLUSION OF LIABILITY
- We shall bear no responsibility for any loss as a result of any acts and/or comissions, whether carried out by you or by a third party on your behalf, in relation to your transactions with us.
- We shall bear no responsibility for any losses which may arise as a result of unforeseeable events at the time when the Agreement was made effective, nor shall we be liable for any losses that were not caused by any breach of the terms contained herein.
- Where we outsource any activity to third parties, in order to be able to provide you with our Services under the Agreement, we will exercise all reasonable endeavours prior to contracting with them. However, you understand that it is not within our possibilities to control the activities of such third parties. Our responsibility, therefore, shall be to exercise all efforts to minimise any losses that you may suffer as a result of an act and/or omission of the outsourced party(ies). Nonetheless, we shall not be liable for any loss that you may suffer as a result of such acts and/or omissions from third-party service providers.
- You acknowledge and accept that you are entering into all and any transactions with us at your own risk, and we assume no liability for any loss whatsoever as a result of your trading activity with us.
- We shall not be liable for any direct, indirect, consequential, incidental and/or special losses (including, but not limited to loss of profits, losses, or damages) which result from a breach of contract by you.
- Further, and notwithstanding any other provision in the Agreement, we will not be liable to you as a result of:
- Negligence, fraud, breach of the Agreement, breach of any law and/or any other act and/or omission by you;
- Unavailability of the Software and/or our systems;
- You are being unable to access our Software and/or TGCapital Direct or any other system, or any delay you may suffer when attempting to contact any of our customer support staff.
- Us taking measures to ensure compliance with any applicable law, including where we are precluded from processing any instruction from you which may result in us breaching the applicable law.
- Any other event and/or circumstance which is outside our control.
- We shall not be liable for any failure to access the Software. We are not responsible for any delays, delivery failures, or any loss or damage which results from the transmission of information over any network, including but not limited to the internet.
- The limitations and/or exclusions included in the Agreement shall apply irrespective of whether we, including any of our employees and/or affiliates are aware of any losses you may incur, or any claims you may make against the Firm.
- Where you have trusted a third party, and/or followed any instruction, indication or advice from a third party, including trading signals and/or copy trading strategies which resulted in any loss for you, we shall not be liable. You understand that the service we provide is on an execution-only basis and therefore we are not responsible for any losses you may incur as a result of these circumstances.
- Where you download, install and/or use any trading solutions such as algorithms, ‘Expert Advisors’ (‘EA’) or trailing stops, we shall not be held responsible for any losses which may be incurred by you pursuant to its use. If it comes to our attention that you are using any of these solutions, contrary to good faith or to the terms contained herein, we reserve the right to terminate the Agreement.
- You shall indemnify us on demand against all liabilities, costs, expenses, damages (including reputational) and losses (including, but not limited to any direct, indirect or consequential losses), and all interest, penalties and professional costs and expenses (calculated on a full indemnity basis) incurred by us as a result of:
- Your breach of the Agreement;
- The provision by you of any false or misleading information to us; and/or
- The enforcement of the Agreement.
- In general, indemnity means a sum of money paid as compensation for losses suffered.
20. EVENTS OUTSIDE OUR CONTROL (FORCE MAJEURE)
- This section refers to events which may occur from time to time, and which prevent us from performing any or all of our obligations (‘Specific Events’). Specific events may include:
- Any natural, technological, political, governmental, social, economic, act of god, pandemic, civil emergency, act of terror, interruption or failure of utility service;
- Non-performance by a third party, destruction caused by man or any similar event which is outside our reasonable control;
- Instances of illegitimate actions, errors, failures, disruptions in our systems, technological or other infrastructure (irrespective of whether it belongs to us or a third party) against our servers;
- Changes in the applicable legislation, any action of an official body or any other change in our legal obligations as a result of unforeseen events;
- An act or omission by any financial or other institution that we are unable to predict and/or prevent;
- Any event that prevents the Software or the systems from operating on an orderly or normal basis;
- Abnormal market conditions, such as significant volatility or instability in the markets, or the industry as a whole, preventing us from providing our services in an orderly manner, including any instances where we are unable to receive data and/or we receive incorrect data from our service providers;
- Any other event and/or circumstance which cannot be foreseen, within reason.
- Where we determine that a Specific Event has occurred, without prejudice to any other rights of ours under the Agreement, or the law, we may take the following course of action(s):
- Inform you, where we have sufficient time to do so in the circumstances;
- Increase margin requirements / decrease leverage;
- Increase spreads;
- Change fixed spreads to floating spreads (only applicable to ‘Fixed Spreads’ Accounts);
- Close any Open Position(s) at the price available in the circumstances, which may include:
- Combine or close any open positions at ‘Volume-Weighted Average Price’ (‘VWAP’);
- Request amendments to any closed position(s)
- Suspend, limit or restrict the provision of our services to you;
- Amend any part of the Agreement on the basis that it is no longer feasible for us to comply with it;
- Cease trading;
- Precluding you from accessing or using the Software, TGCapital Direct or any other system;
- Make any necessary amendments to open trades;
- Allow close-only functionality;
- Reject or delay the processing of any withdrawal request from your Account(s)
- Impose special or different terms regarding any of your orders in relation to size, volatility and/or liquidity of the instrument, amongst others;
- Remove or temporarily suspend any products, or change any contract specifications;
- Exercise any right to which we are entitled under the Agreement and our Order Execution Policy.
- We will exercise all necessary endeavours to resume the orderly provision of our services as soon as reasonably possible. Where this is not possible at all, we will inform you of the necessary actions to be taken in order to protect your interests and ours, where possible.
- Where we are unable to perform any of our obligations to you under the Agreement due to a Specific Event, we will not have breached the Agreement.
21. AMENDMENTS TO THE AGREEMENT
- We reserve the right to amend, from time to time and without your consent, any part of the Agreement.
- Any amendments will affect all ongoing business between you and us, unless stated otherwise by us.
- It is your responsibility to remain up to date with any changes we make to the Agreement. The applicable version at any time shall be the latest version available on our Website. In the event of a dispute, the latest version available at the time of the dispute shall prevail.
- You may terminate the Agreement at any time and for whatever reason by providing us with written notice via e-mail using your registered e-mail address, provided that there are no open positions on your Account, nor are there any outstanding obligations to us.
- We may terminate the Agreement at any time and for whatever reason by providing you with a minimum of 3 days’ notice, except in the event of any of the provisions set out on clause 23.3 occurring. Where we decide to terminate the Agreement, we will specify the termination date and we will proceed with closing any open positions on your Account.
- We shall terminate the Agreement with immediate effect in the event of:
- A breach of any part of the Agreement by you;
- Where we have reasonable grounds to believe that you have not acted in good faith, including, but not limited to where we determine that you have, willingly or not, abused our ‘Negative Balance Protection’ policy. This includes, but it is not limited to you hedging your exposure using multiple trading Accounts, whether under your same profile or in connection with another Client.
- An issuance of an application, order, resolution or other announcement in relation to bankruptcy or winding-up procedures involving you;
- A breach of any applicable law by you, including, but not limited to the Money Laundering Regulations 2007;
- You have acted contrary to our Order Execution Policy or any other of our policies or procedures.
- Termination of the Agreement shall not imply that any of your responsibilities cease to exist. Upon termination, you will still be liable to pay us, and/or we will have the right to immediately deduct from your Account:
- Any amount due to us;
- Any expenses incurred by us as a result of the termination of the Agreement;
- Any damage arisen after an arrangement or settlement.
23. GOVERNING LAW AND JURISDICTION
The Agreement shall be governed by the laws of Seychelle, any proceedings and their settlement involving tgcapital.io and you shall take place in the competent courts of .
24. GENERAL PROVISIONS
- Assignment: You shall not, under any circumstance, assign or transfer any of your rights and/or obligations under the Agreement to another person. We may, however, assign or transfer any of our rights and/or obligations under the Agreement to another person, provided that such person agrees to abide by the Agreement.
- Entire agreement: The Agreement constitutes the entire agreement between you and us, and supersedes all and any previous agreements, promises, assurances, warranties, representations and understandings between you and us, whether written or oral. You agree that you shall have no remedy in respect of any statement, representation, assurance or warranty that is not set out in the Agreement.
- Severance: If, for any reason, part of the Agreement and/or any part of a specific clause is deemed to be unenforceable by a court of a competent jurisdiction then such part shall be severed from the rest of the Agreement or the term, and the remainder of the Agreement shall remain unaffected and enforceable.
- Delay or inaction: No failure or delay by us to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that right, or any other right or remedy, nor shall it prevent or restrict the further exercise of that right, 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 right, or any other right or remedy.
- Meaning of certain words and phrases:
- Unless indicated to the contrary words and expressions that begin with a capital letter in the Agreement will have a specific meaning.
- Capitalised terms may be used in the singular or plural (as appropriate).
- A reference to a statute or a statutory obligation is a reference to it as extended or re-enacted from time to time.
- Any reference to a document (including any information provided) shall include a reference to that document as amended from time to time.
- Where there is a reference to ‘including’ or ‘includes’ this should be interpreted as including without any limitation.
- Where there is a reference to the words ‘trading activity’, we are referring to the investment types Spread Trading.
- Any ‘sub-sections’, ‘clauses’, ‘titles’ have been inserted for convenience purposes only and shall not affect the construction of the Agreement.
- The bolding of certain paragraphs, words or phrases in the Agreement is for ease of reference only. You should ensure that you read these Terms in full.
- An obligation on one party not to do something shall include an obligation not to allow that thing to be done.
- Survival: Clauses from the sections ‘Understandings of Both Parties’, ‘Confidentiality and Data Protection’, ‘Representations and Warranties’, ‘Exclusion of Liability’, ‘Indemnity’, Termination’, ‘Governing Law and Jurisdiction’, ‘General Provisions’ or any other clause that may be required to give effect to the meaning of the Agreement, shall survive termination of the Agreement.
Schedule A: Glossary
- Account: means the trading account(s), which has a unique number, maintained by a Client for the purposes of trading financial instruments through the TGCapital or TGCapital.io trading and spread Trading platform(s).
- Affiliate Entity: means any company or entity, which includes any subsidiaries and/or holding companies of TGCapitaland each and any subsidiary of such a holding company and/or any other entity from time to time controlling, controlled by or under common control with TGCapital, being under common control either directly and/or indirectly and/or otherwise.
- Authorised Representative or Attorney means the person who is expressly authorised by the Client to act on his/ her behalf; the above-mentioned relationship is documented through a Power of Attorney, a copy of which is held by the Firm.
- Business Hours: means the funds available in an Account that can be used for trading financial instruments.
- Balance Currency: means the currency in which Account(s) are denominated. All charges including spread(s), commission(s), and swap(s), will be calculated in that currency.
- Balance: means the funds available in an Account that can be used for trading financial instruments.
- Contracts for Spread Trading: Contracts, which are traded off-exchange (or Over-the-Counter (‘OTC’)), are agreements to exchange the difference in value of a particular instrument or currency between the time at which the agreement is entered into and the time at which it is closed. This allows the Clients to replicate the economic effect of trading in particular currencies or other instruments without requiring actual ownership of those assets. The definition of Contracts includes Spread Trading. A full list of the Contracts on offer by us is available on our Website.
- Equity: means the balance plus or minus any profit or loss that derives from any Open Positions.
- TGCapital Software means TGCapital.io
- Instructions: means any request made by you in relation to your account, other than an order to buy or sell any of the financial instruments available on our platform(s).
- Required Margin: means the required funds available in an Account for the purposes of opening a position.
- Margin level: means the required funds to maintain a position and is calculated as Equity.
- Spread Bet means the financial Contract product where a Client can speculate by placing a bet on the direction in which the price of a particular instrument will move. The outcome of such bet will then be dependent on how much the price of the relevant financial instrument moved in favour or against the client, so therefore it is not a fixed-odds bet. As a form of Spread Agreement, the Contacts allow Clients to replicate the economic effect of trading in particular instruments without owning the underlying assets.
- Value Date: means the clearing date of funds.
- Website: means tgcapital.io or www. Tgcapital.io and TGCapital Software