Terms and Conditions

1. INTRODUCTION

(1) This Agreement is between you, the client, and us, Ultima Trading LLC In this Agreement we may refer to ourselves as ‘we’, ‘us’, ‘our’, ‘ours’ or ‘ourselves’, as appropriate. Similarly, you, the client, may be referred to as ‘you’, ‘your’, ‘yours’ or ‘yourself’, as appropriate.

(2) The corporate headquarters of Ultima Trading LLC are situated in 1654 Calle Tulipan, San Juan, Puerto Rica.

(3) You should read all of the provisions in this Agreement. Please pay special attention to those Terms that are highlighted in bold because they contain important information about our relationship with you under this Agreement. In particular.

(4) Our Transactions carry a high level of risk and can result in losses that exceed your initial deposit. Where we categorize you as a Retail Client, and only to the extent that it is required by Applicable Regulations, you cannot lose more than the funds available on your account with us, being the sum of (i) available funds on your account with us from Initial Margin and variation Margin; (ii) any profits in respect of your open Transactions; and (iii) any realized profits in respect of closed or part closed Transactions remaining on your account with us. In addition, where we categorize you as a Retail Client, and only to the extent that it is required by Applicable Regulations, we will close or part close your open Transactions in accordance with Term 13(2) or 15(3), as applicable.

(5) Our Transactions are not suitable for everyone. A full explanation of the risks associated with our Transactions is set out in the Risk Disclosure Notice. You should ensure you fully understand such risks before entering into this Agreement or any Transaction with us. Where we categorise you as a Retail Client, we will seek to form a reasonable view as to whether you have adequate skills and expertise to understand the risks involved in a Transaction, and whether you have the ability to absorb potential losses that may result from a Transaction. In doing so, we may from time to time request further information from you in order to make this assessment. It is your responsibility to provide us with full and accurate information and we may, in our absolute discretion, refuse to deal with you in relation to a Transaction if we are not satisfied that we have sufficient information on which to base our assessment.

(6) Before you begin to trade with us, we will take all reasonable steps to provide you with a clear explanation of all Commission, Spread, Charges and Taxes (if any) for which you will be liable for as they will affect your trading net profits (if any) or increase your losses. This information can be found in the Product Details on our website. You agree that you will read this information before trading with us. See Terms 2(8), 8, 9(16), 10(5), 10(7), 13(6), 16(2) and 16(3) for further details.

(7) Nothing in this Agreement will exclude or restrict any duty or liability owed by us to you under legislation administered by the Digital Assets, which may not be excluded or restricted thereunder, or require you to indemnify or compensate us to any extent prohibited by the Digital Assets Rules.

(8) This Agreement will come into effect on the date we open your account, and, for any new versions thereafter, on the date we notify you. Where you are either a Professional Client or Retail Client or Market Counterparty, you may also have to provide us with certain written consent before we can offer you the full range of our services. We will bear no liability for any losses incurred due to delays in this process. If this Agreement is provided to you in any language other than English, then please note that it is for information only and that the governing language of this Agreement and of any dispute arising hereunder is English. The English language version of this Agreement is available on our website and upon request. Where a foreign language version contradicts the English version of this Agreement, the English version will prevail.

(9) In this Agreement certain words and expressions have the meanings set out in Term 32.

2. THE SERVICES WE WILL PROVIDE AND DEALINGS BETWEEN YOU AND US (CONTINUED)

(1) This Agreement sets out the basis on which we will enter into Transactions with you and governs each Transaction entered into or outstanding between you and us on or after the date that this Agreement comes into effect.

(2) We will act as principal (and market maker) and not as agent on your behalf. We shall treat you as a Retail Client subject to the following:

(3) You are responsible for informing us of any changes that could affect your classification as a Professional Client or Market Counterparty.

(4) You will open each Transaction with us as principal and not as agent for any undisclosed person. This means that unless we have otherwise agreed in writing, we will treat you as our client for all purposes and you will be responsible for performing your obligations under each Transaction entered into by you, whether you are dealing with us directly or through an agent. If you act in connection with or on behalf of someone else, whether or not you identify that person to us, we will not accept that person as an indirect client of ours and we will accept no obligation to them unless otherwise specifically agreed in writing.

(5) Dealings with you will be carried out by us on a non-advised basis (i.e., an ‘execution-only’ basis) and you agree that, unless otherwise provided in this Agreement, we are under no obligation:

(6) We are not providing you with any investment, legal, regulatory or other form of advice. You may wish to seek independent advice in relation to any Transaction you propose to enter into under this Agreement. You are required to rely on your own judgement (with or without the assistance of an advisor) in entering into, or refraining from entering into, Transactions. You are not entitled to ask us to provide you with investment advice relating to a Transaction or to make any statement of opinion to encourage you to open a particular Transaction.

(7) We may, at our absolute discretion, provide information:

however, we will be under no obligation to disclose such information to you and in the event of us supplying such information it will not constitute investment advice. If, notwithstanding the fact that dealings between you and us are on a non-advised basis (i.e., an ‘execution-only’ basis), one of our employees nevertheless makes a statement of opinion (whether in response to your request or otherwise) regarding any Instrument or Transaction, you agree that it is not reasonable for you to, nor will you be entitled to, rely on such statement as, and that it will not constitute, investment advice.

(8) You acknowledge that the Product Details that apply at the time when you open or close a Transaction will be those displayed on our website(s), which may be updated from time to time.

(9) We will take all sufficient steps to provide you with best execution in accordance with the Rules and our Order Execution Policy when we execute Transactions on your behalf. The arrangements we put in place to give you best execution are summarized in our Summary Order Execution Policy, which is provided on our website. Unless you notify us to the contrary, you will be deemed to consent to our Order Execution Policy when this Agreement comes into effect. If you do not consent, we reserve the right to refuse to provide our services to you. We may amend our Summary Order Execution Policy and our Order Execution Policy from time to time and may notify you of any material amendments by giving written notice or posting them on our website or on one of our Crypto Trading Services.

(10) We offer different types of accounts with different features (for example different Margining procedures, different Margin rates, different trading limits and different risk protection features). Depending on your knowledge and experience and the type of Transactions you generally place with us, some of these account types may not be available to you. We reserve the right to convert your account into a different account type if, acting reasonably, we determine that a different type of account is more appropriate for you, more appropriate in the market circumstances or our risk appetite changes in relation to offering that account type. We also reserve the right to change the features and eligibility criteria of our accounts at any time and we will provide prior notification of such changes on our website, by email or on one of our Crypto Currency Trading Services.

(11) From time to time, we may make additional account features, products and services or specific types of Transactions available to you. You will be notified in writing if these account features, products or services are subject to additional terms. Any additional terms applying to a particular account feature, product or service will be effective and binding on you from the date that you first enter into a Transaction or use the service governed by those terms.

(12) If you receive other services from us under a different agreement, you must not assume that we use any information collected in relation to any other service for the purposes of the services we provide to you under this Agreement. Likewise, you must not assume that we use information we receive from you in relation to the services we provide under this Agreement when we provide any other service to you under a different agreement. Notwithstanding this, we may, in our absolute discretion, use such information.

3. CONFLICTS OF INTEREST

(1) You acknowledge that we and our Associated Companies provide a diverse range of financial services to a broad range of clients and counterparties and circumstances may arise in which we, our Associated Companies, or a Relevant Person may have a material interest in a Transaction with or for you or where a conflict of interest may arise between your interests and those of other clients or counterparties or of ourselves, our Associated Companies or a Relevant Person.

(2) We are required by law to take all appropriate steps to identify conflicts of interests between ourselves, our Associated Companies and Relevant Persons and our clients, or between one client and another, that arise in the course of providing our investment services. The following are examples of such material interests and conflicts of interests:

(3) We operate a policy of independence which requires our employees to act in your best interests and to disregard any conflicts of interest in providing our services to you. In addition, we have in place organizational and administrative controls to manage the conflicts of interests identified above such that we can be reasonably confident that risks of damage to clients as a result of any conflict will be prevented. These organizational and administrative controls are set out in our Conflicts Policy, a summary of which (our Summary Conflicts Policy) is available on our website or by post on request.

(4) Other than the general circumstances set out in Term 3(2) above, we are not under an obligation to disclose that we, our Associated Companies or Relevant Persons have a material interest in a particular Transaction with or for you, or that in a particular circumstance a conflict of interest exists, provided we have managed such conflicts in accordance with our Conflicts Policy. Where we do not consider that the arrangements under our Conflicts Policy are sufficient to manage any particular conflict, then as a last resort, we will inform you of the nature of the conflict and any steps taken to mitigate the risk arising from such conflict, so that you can decide how to proceed. We are not under any obligation to account to you for any profit, commission or remuneration made or received from or by reason of Transactions or circumstances in which we, our Associated Companies or a Relevant Person has a material interest or where in particular circumstances a conflict of interest may exist.

(5) You acknowledge that you are aware of the possibility that the conflicts disclosed in this Term will arise and consent to us acting notwithstanding such conflict.

4. PROVIDING A QUOTE AND ENTERING INTO TRANSACTIONS

(1) You may request a quote to open a Transaction or to close all or any part of a Transaction at any time during our normal hours of trading for the Instrument in respect of which you wish to open or close the Transaction. Outside those hours, we will be under no obligation to but may, at our absolute discretion, provide a quote and accept and act on your offer to open or close a Transaction. We may notify you of certain Instruments in respect of which we will not quote, restrictions on the amount for which we will quote, or other conditions that may apply to our quote, but any such notification will not be binding on us.

(2) Upon your request, in accordance with Terms 4(1) and 4(4), we will quote a higher and lower figure for each Transaction (“our bid and offer prices”). These figures will be based on either the bid and offer prices in the Underlying Market (“Commission Transaction”) or our own bid and offer prices (“Spread Transaction”). Details may be found in the Product Details or may be obtained from one of our employees on request.

(3) You acknowledge that both our Spread Charge (being our charge to you) and Market Spread (where there is an Underlying Market) can widen significantly in some circumstances, that they may not be the same size as in the Product Details and that there is no limit on how large they may be. You acknowledge that when you close a Transaction, the Spread may be larger or smaller than the Spread when the Transaction was opened. For Transactions transacted when the Underlying Market is closed or in respect of Transactions where there is no Underlying Market, the figures that we quote will reflect what we believe the market price in an Instrument is at that time. You acknowledge that such figures will be set by us at our reasonable discretion.

(4) If we choose to provide a quote, we may provide a quote either orally by telephone or electronically via one of our Crypto Currency Trading Services or by such other means as we may from time to time notify to you. Our provision of a quote to you does not constitute an offer to open or close a Transaction at those levels. A Transaction will be initiated by:

(5) When you offer to open or close a Transaction in respect of a specified Instrument at the level quoted by us, we may, acting reasonably, accept or reject your offer at any time until the Transaction has been executed or we have acknowledged that your offer has been withdrawn.

(6) A Transaction will be opened or, as the case may be, closed only when your offer has been received and accepted by us. Our acceptance of an offer to open or close a Transaction, and thus the execution of the Transaction, will be evidenced by our confirmation of its terms to you.

(7) If we become aware that any of the factors set out in Term 4(8) are not satisfied at the time you offer to open or close a Transaction, we reserve the right to reject your offer. If we have, nevertheless, already opened or closed a Transaction prior to becoming aware that a factor set out in Term 4(8) has not been met we may, at our absolute discretion, treat such a Transaction as void from the outset, close it at our then prevailing price or allow it to remain open. You acknowledge that if we allow the Transaction to remain open this may result in you incurring losses. Notwithstanding the existence of a factor set out in Term 4(8), we may allow you to open or, as the case may be, close the Transaction in which case you will be bound by the opening or closing of such Transaction.

(8) The factors referred to in Term 4(7) include, but are not limited to, the following:

(9) Each Transaction opened or closed by you will be valid and binding on you notwithstanding that the opening or closing of the Transaction may have exceeded any credit or other limit applicable to you or in respect of your dealings with us including limits we are required to apply to your dealings with us by Applicable Regulations. A Transaction will be valid and binding on you regardless of it being opened or closed as a result of any inaccuracy or mistake by you.

(10) We reserve the right to refuse any offer to open or close a Transaction larger than the Normal Market Size. Our quotation for a Transaction equal to or greater than Normal Market Size is not guaranteed to be within any specific percentage of any Underlying Market or related market quotation and our acceptance of your offer may be subject to special conditions and requirements that we will advise to you at the time we accept your offer. We will inform you of the Normal Market Size for a particular Instrument on request.

(11) If, before your offer to open or close a Transaction is accepted by us, our quote moves to your advantage (for example, if the price goes down as you buy or the price goes up as you sell) you agree that we may (but do not have to) pass such price improvement on to you. The effect of such action being that the level at which you offer to open or close a Transaction will, upon acceptance by us, be altered to the more favourable price. You acknowledge that it is in your best interests for us to alter the level of your offer in the manner contemplated in this Term and you agree that any offer altered in accordance with this Term, once accepted by us, results in a fully binding agreement between us. It is at our absolute discretion as to when we will pass on a price improvement to you, but you should note that we will generally only pass on a price improvement when the market you are trading is volatile. You should also note that we will only pass on a price improvement within allowable limits, and we reserve our right set out in Term 4(5) to reject any offer by you to open or close a Transaction. For the avoidance of doubt, this Term does not permit us to alter your offer price if to do so would result in your opening or closing (as the case may be) a Transaction at a less favourable price than your offer.

(12) Where an Instrument trades on multiple Underlying Markets, one of which is the primary Underlying Market, you agree that we may but are not required to base our bid and offer prices on the aggregate bid and offer prices in the Underlying Markets.

(13) You agree that our bid and offer prices are provided to you solely for the purpose of you entering into Transactions with us and that you shall not use or rely on our bid and offer prices for any other purpose.

5. OPENING A TRANSACTION

(1) You will open a Transaction by ‘buying’ or ‘selling’. In this Agreement a Transaction that is opened by ’buying’ is referred to as a “Buy” and may also, in our dealings with you, be referred to as ‘long’ or ‘long position’; a Transaction that is opened by ‘selling’ is referred to as a “Sell” and may also, in our dealings with you, be referred to as ‘short’ or ‘short position’.

(2) Subject to Term 4(11), when you open a Buy, the Opening Level will be the higher figure quoted by us for the Transaction and when you open a Sell, the Opening Level will be the lower figure quoted by us for the Transaction. This will not be the case when:

(3) Unless we agree otherwise, all sums payable by you pursuant to Term 8(2) upon opening are due immediately on entering into the Transaction and must be paid in accordance with Term 16 upon the Opening Level of your Transaction being determined by us.

6. FORCE OPEN AND NETTING

FORCE OPEN

(1) You can instruct us to Force Open a Transaction against an existing open Transaction. Where we accept your offer to open the second Transaction without offsetting it against the existing open Transaction, two Transactions will result and the existing open Transaction will remain unaltered by the second Transaction.

(2) Where you have opened a Buy in respect of a particular Instrument and you subsequently open a Sell in respect of the same Instrument, including by an Order, at a time when the Buy remains open, then unless you instruct us to the contrary (for example, by way of a Force Open, if accepted by us):

(3) Where you have opened a Sell in respect of a particular Instrument and you subsequently open a Buy in respect of the same Instrument, including by an Order, at a time when the Sell remains open, then unless you instruct us to the contrary (for example, by way of a Force Open, if accepted by us):

(4) Offers to open or close Transactions by way of Force Open are not applicable to Limited Risk Transactions.

NETTING

(5) The Master Netting Agreement will apply to both you and us in relation to all Transactions entered into by you pursuant to this Agreement and any applicable Product Module.

7. CLOSING A TRANSACTION

UNDATED TRANSACTIONS

(1) Subject to this Agreement and any requirement we may specify in relation to Linked Transactions, you may close an open Undated Transaction or any part of such open Undated Transaction at any time.

(2) Subject to Term 4(11), when you close an Undated Transaction, the Closing Level will be, if you are closing an Undated Transaction that is a Buy, the lower figure than quoted by us and, if you are closing an Undated Transaction that is a Sell, the higher figure than quoted by us. This will not be the case when:

EXPIRY TRANSACTIONS

(3) Subject to this Agreement and any requirement we may specify in relation to Linked Transactions, you may close an open Expiry Transaction or any part of such open Expiry Transaction at any time prior to the Last Dealing Time for that Instrument.

(4) Details of the applicable Last Dealing Time for each Instrument will normally be available in the Product Details and may be obtained from one of our employees on request. It is your responsibility to make yourself aware of the Last Dealing Time or, as the case may be, the expiry time for a particular product.

(5) Subject to Term 4(11), when you close an Expiry Transaction prior to the Last Dealing Time for the Instrument, the Closing Level will, if the Transaction is a Buy, be the lower figure then quoted by us and if the Transaction is a Sell, the higher figure then quoted by us. This will not be the case when:

EXPIRY TRANSACTIONS ROLLOVER

(6) All Expiry Transactions will automatically roll over to the next contract period unless you opt out of this in respect of a specific Expiry Transaction or in respect of all Expiry Transactions on your account now or in the future.

(7) Where we do effect a rollover, the original Expiry Transaction will be closed at or just prior to the Last Dealing Time and become due for settlement and a new Expiry Transaction will be created; such closing and opening trades will be on our normal terms agreed with you.

(8) You acknowledge that it is your responsibility to make yourself aware of the next applicable contract period for a Transaction and that effecting the rollover of a Transaction may result in you crystallizing losses on your account. We reserve the right to refuse to rollover a Transaction or Transactions, despite any instruction you have given us, if we determine, acting reasonably, that to effect a rollover would result in you exceeding any credit or other limit placed on your dealings with us.

(9) Notwithstanding that you have opted out of automatically rolling over an Expiry Transaction into the next period, where an Expiry Transaction in respect of an Instrument is in excess of the Rollover Size, or where any number of such Expiry Transactions are together in excess of the Rollover Size, and where such Expiry Transaction(s) has not already been closed prior to the Last Dealing Time, we reserve the right to roll over the Expiry Transaction(s) to the next contract period where we reasonably believe it is in your best interests and/or the best interests of our clients as a whole to do so. If we choose to roll over your Transaction(s) in this manner, we will generally try to contact you ahead of the Last Dealing Time, but for the avoidance of doubt we may roll your Transaction(s) even if we have not contacted you.

(10) If you do not close an Expiry Transaction in respect of an Instrument on or before the Last Dealing Time and you have opted out of automatically rolling over that Expiry Transaction to the next contract period then, subject to Term 7(9), we will close your Expiry Transaction as soon as we have ascertained the Closing Level of the Expiry Transaction. The Closing Level of the Expiry Transaction will be (a) the last traded price at or prior to the close or the applicable official closing quotation or value in the relevant Underlying Market as reported by the relevant Exchange, errors and omissions excluded; plus or, as the case may be, minus (b) any Spread or Commission that we apply when such an Expiry Transaction is closed. Details of the Spread or Commission that we apply when a particular Expiry Transaction is closed are set out in the Product Details and are available on request. You acknowledge that it is your responsibility to make yourself aware of the Last Dealing Time and of any Spread or Commission that we may apply when you close an Expiry Transaction.

GENERAL PROVISIONS

(11) Our additional rights to void and/or close one or more of your Transactions in specific circumstances are set out in Terms 4(8), 9(3), 10, 11, 15(3). 15(5), 17, 20(4), 20(5), 21, 23, 24, 25 and 26(2).

(12) Subject to Applicable Regulations we reserve the right to aggregate the instructions we receive from our clients to close Transactions. Aggregation means that we may combine your instruction with those of other clients of ours for execution as a single order. We may combine your instruction to close with those of other clients if we reasonably believe that this is in the overall best interests of our clients as a whole. However, on occasions, aggregation may result in you obtaining a less favourable price once your instruction to close has been executed. You acknowledge and agree that we shall not have any liability to you as a result of any such less favourable price being obtained.

(13) Upon closing a Transaction, and subject to any applicable adjustments for interest and dividends in accordance with this Agreement and any Applicable Regulations:

(14) Unless we agree otherwise, all sums payable by you pursuant to Term 7(13)(a) and Term 8(2) are due immediately on entering into the Transaction and must be paid in accordance with Term 16 upon the Closing Level of your Transaction being determined by us. Sums payable by us pursuant to Term 7(13)(b) will be settled in accordance with Term 16(5).

(15) We reserve the right to alter your Closing Level in accordance with Term 4(11).

8. FEES AND CHARGES

(1) When you open and close a Spread Transaction, the difference between our bid and offer prices is referred to as our Spread and will comprise the Market Spread (where there is an Underlying Market) and our Spread Charge (being our charge to you). Unless we notify you to the contrary, you will not be charged any Commission on Spread Transactions. Details of these charges may be found in the Product Details section of our website or may be obtained from one of our employees on request.

(2) When you open and close a Commission Transaction, you will pay us Commission (“Commission”) that is calculated as a percentage of the notional value of the opening or closing Transaction (as applicable) or as an amount per equivalent Instrument or Instruments on the Underlying Market or on any other basis agreed between ourselves in writing. Our Commission terms will be notified in writing to you, however, in the event that we do not notify you of the commission terms, we will charge the standard commission rate as published on the Product Details section of our website or, if no rate is published, 0.2% of the notional value of the opening or closing Transaction (as applicable).

(3) In addition to Commission and Spread, other applicable Charges may exist in relation to opening and closing Transactions with us depending on the Instrument and the Underlying Market (for example, the charges set out in Term 10(5), Term 10(7) and Term 13(6)). Certain types of Transactions will be subject to a daily funding charge. Further details of these Charges may be found in the Product Details or may be obtained from one of our employees on request. Any Charge will be your responsibility and where appropriate will be deducted from your account.

(4) You must pay, or reimburse, us for any Taxes applicable, now or in the future, to your Transactions or on any Commission, Spread or Charges payable by you pursuant to this Agreement.

(5) We may charge you for the provision by us to you of market data or any other account feature or such other Charges as we advise you from time to time.

9. CRYPTO CURRENCY TRADING SERVICES

(1) You are responsible for ensuring that your use of the Crypto Currency Trading Services is compliant with this Agreement and all Applicable Regulations which apply to your use of our Crypto Currency Trading Services.

(2) We have no obligation to accept, or to subsequently execute or cancel, all or any part of a Transaction or any Instruction that you seek to execute or cancel through an Crypto Currency Trading Service. Without limitation of the foregoing, we have no responsibility for transmissions that are inaccurate or not received by us, and we may execute any Transaction on the terms actually received by us.

(3) You authorize us to act on any instruction given or appearing to be given by you using the Security Details and received by us in relation to any Crypto Currency Trading Service you use (“Instruction”). Unless we agree otherwise with you, you will have no right to amend or revoke an Instruction once received by us. You will be responsible for the genuineness and accuracy, both as to content and form, of any Instruction received by us.

(4) You acknowledge we have the right, unilaterally and with immediate effect, to suspend or terminate (at any time, with or without cause or prior notice) all or any part of any Crypto Currency Trading Service, or your access to any Crypto Currency Trading Service, to change the nature, composition or availability of any Crypto Currency Trading Service, or to change the limits we set on the trading you may conduct through any Crypto Currency Trading Service.

(5) In accordance with Term 4, all prices shown on any Crypto Currency Trading Service are quotes, are subject to constant change and do not result in the initiation of a Transaction unless the process in Term 4 is followed.

ACCESS

(6) Use of any high speed or automated mass data entry system with any Crypto Currency Trading Service will only be permitted with our prior written consent exercised in our absolute discretion.

(7) In respect of a direct market access system to any Crypto Currency Exchange in respect of which you may submit orders or receive information or data using any Crypto Currency Trading Service, you agree that we may require that you provide us with information in relation to you and your use or intended use of this service. You further agree that we may monitor your use of this system, we may require you to comply with certain conditions in relation to your use and may at our absolute discretion remove your access to this service at any time.

(8) Where we permit Crypto Currency communications between you and us to be based on a customized interface using a protocol such as Financial Information Exchange protocol (FIX), Representational State Transfer (REST) or any other such interface, those communications will be interpreted by and subject to any rules of engagement for such interface protocol that are provided to you.

(9) You are required to test any customized interface prior to using it in a live environment and you agree you will be responsible for any errors or failure in your implementation of the interface protocol. Use of any customized interface shall be subject to our prior written consent exercised in our absolute discretion.

USE OF CRYPTO CURRENCYTRADING SERVICES

(10) Where we grant you access to an Crypto Currency Trading Service we shall grant you, for the term of this Agreement, a personal, limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use that Crypto Currency Trading Service pursuant to and in strict accordance with this Agreement. We may provide certain portions of our Crypto Currency Trading Services under license from third parties, and you will comply with any additional restrictions on your usage that we may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such licensors.

(11) We are providing Crypto Currency Trading Services to you only for your personal use and only for the purposes, and subject to the terms, of this Agreement. You may not sell, lease, or provide, directly or indirectly, any Crypto Currency Trading Service or any portion of any Crypto Currency Trading Service to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in our Crypto Currency Trading Services are owned by us or by any applicable third-party licensors or service providers engaged by us to provide an Crypto Currency Trading Service, and are protected under copyright, trademark and other intellectual property laws and other applicable law. You receive no copyright, intellectual property rights or other rights in or to any Crypto Currency Trading Service, except those specifically set out in this Agreement. You will protect and not violate those proprietary rights in our Crypto Currency Trading Services and honor and comply with our reasonable requests to protect our and our third-party service providers’ contractual, statutory and common law rights in our Crypto Currency Trading Services. If you become aware of any violation of our or our third-party service providers’ proprietary rights in any Crypto Currency Trading Service, you will notify us in writing immediately.

SOFTWARE

(12) You will not use any automated software, algorithm or trading strategy other than those that we make available to you on our Crypto Currency Trading Services without our prior written consent. If we agree to allow you to use any such techniques, you agree that we may require you to comply with certain conditions in connection with your use of such techniques and that we may withdraw our consent at any time without prior notice to you.

(13) In the event that you receive any data, information or software via an Crypto Currency Trading Service other than that which you are entitled to receive pursuant to this Agreement, you will immediately notify us and will not use, in any way whatsoever, such data, information or software.

(14) You will take all reasonable steps to ensure that no computer viruses, worms, software bombs or similar items are introduced into the System or software you use to access our Crypto Currency Trading Services.

(15) We and our licensors (as the case may be) will retain the intellectual property rights in all elements of the software and such software and databases contained within our Crypto Currency Trading Services and you will not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement.

MARKET DATA

(16) With respect to any market data or other information that we or any third party service provider provide to you in connection with your use of any Crypto Currency Trading Services, you agree that: (a) we and any such provider are not responsible or liable if any such data or information is inaccurate or incomplete in any respect; (b) we and any such provider are not responsible or liable for any actions that you take or do not take based on such data or information; (c) you will use such data or information solely for the purposes set out in this Agreement; (d) such data or information is proprietary to us and any such provider and you will not retransmit, redistribute, publish, disclose or display in whole or in part such data or information to third parties except as required by Applicable Regulations or as agreed between us; (e) you will use such data or information solely in compliance with the Applicable Regulations; (f) you will pay such market data fees and any applicable Taxes (if applicable, for direct market access for example) associated with your use of an Crypto Currency Trading Service or use of market data as we inform you from time to time; (g) you will notify us if you are not or are no longer a non-professional user for market data purposes (further details about the definition of non-professional user are available from one of our employees on request); (h) we may require that you provide us with information in relation to you and your use or intended use of market data; (i) we may monitor your use of our market data; (j) we may require you to comply with certain conditions in relation to your use of market data; and (k) we may at our absolute discretion remove your access to market data at any time.

(17) In addition to the above, in respect of certain types of Exchange data that you elect to receive via an Crypto Currency Trading Service, you hereby agree to any terms and conditions relating to the redistribution and use of such data that we may provide to you from time to time.

(18) Certain Exchanges require that their Exchange data will not be viewed or accessed by you on more than one System at any one time. You warrant and represent that you will comply with any restrictions that we apply in relation to your access of any Crypto Currency Trading Service and ability to view Exchange data from time to time.

THIRD PARTY CRYPTO TRADING SERVICES

(19) We may make available BINANCE) (“Third Party Crypto Currency Trading Services”). It is your sole responsibility to understand and evaluate the functionality of any such Third Party Crypto Currency Trading Services before agreeing to download or access them or enter into Transactions with us using any Third Party Crypto Currency Trading Services. Contact one of our employees to find out if a service is a Third Party Crypto Currency Trading Service.

(20) We do not control, endorse or vouch for the accuracy or completeness of any Third Party Crypto Currency Trading Services or their suitability to you. Third Party Crypto Currency Trading Services are provided to you on an 'as is' basis, without warranty or guarantee of any kind, express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose.

(21) It is a condition of your use of any Third Party Crypto Currency Trading Services that you agree to any reasonable conditions that we place on the use of such products and pay any Charges and any applicable Taxes that we notify you of.

(22) Certain Third Party Crypto Currency Trading Services run on pricing data provided by us to a third party software administrator (for example BYBIT). We will use reasonable endeavors to ensure an acceptable service but you accept that the price data displayed in any such Third Party Crypto Currency Trading Services may be delayed and that we do not guarantee the accuracy or completeness of the data, either current or historical, and that we do not guarantee that the service will be uninterrupted. Furthermore you acknowledge and agree that in the event of any discrepancy between the data (pricing or otherwise) in the Third Party Crypto Currency Trading Service and our other Crypto Currency Trading Services, the data in our other Crypto Currency Trading Services will prevail.

(23) You use any Third Party Crypto Currency Trading Services at your own risk. In no event will we be held liable for any claim, damages or other liability, including loss of funds, indirect losses (such as loss of profits), data or service interruptions, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the use, operation, performance and/or error or malfunction of any Third Party Crypto Currency Trading Service and/or any services provided by any Third Party Crypto Currency Trading Service provider other than as a result of our fraud, willful default or negligence.

10. DEALING PROCEDURES AND REPORTING

AGENTS

(1) Without prejudice to our right to rely and act on communications from your agent under Term 14(4), we will not be under any duty to open or close any Transaction or accept and act in accordance with any communication if we reasonably believe that such agent may be acting in excess of its authority. In the event that we have opened a Transaction before coming to such a belief we may, at our absolute discretion, close such Transaction at our then prevailing price, treat that Transaction as having been void from the outset or allow it to remain open. You acknowledge that if we allow the Transaction to remain open this may result in you incurring losses. Nothing in this Term 10(1) will be construed as placing us under a duty to enquire about the authority of an agent who purports to represent you. You shall notify us if your agent no longer has authority to act on your behalf or procure that your agent notifies us on your behalf.

INFRINGEMENT OF APPLICABLE REGULATIONS

(2) We will not be under any duty to open or close any Transaction or to remit any money on your account to you if we reasonably believe that to do so would infringe any Applicable Regulation or Term of this Agreement. In the event that we have opened a Transaction before coming to such a belief we may, at our absolute discretion, either close such a Transaction at the then prevailing bid price (in the case of Buy Transactions) or offer price (in the case of Sell Transactions) or treat that Transaction as having been void from the outset.

(3) You agree that we may take any action in relation to Transactions or money on your account that we consider, acting reasonably, appropriate after receiving instructions from a relevant regulatory authority or to comply with any Applicable Regulation or Term of this Agreement.

SITUATIONS NOT COVERED BY THIS AGREEMENT

(4) In the event that a situation arises that is not covered under this Agreement or the Product Details, we will resolve the matter on the basis of good faith and fairness and, where appropriate, by taking such action as is consistent with market practice and/or paying due regard to the treatment we receive from any hedging broker with which we have hedged our exposure to you arising from the Transaction in question.

BORROW CHARGES AND TRANSACTIONS BECOMING UN-BORROWABLE

(5) Where you have opened a Sell in respect of a particular Instrument, you will incur a borrow charge. The borrow charge will be accounted for in a daily crypto currency adjustment applied to your account. The borrow charge varies according to the Instrument is notified to us by our brokers or agents and includes an administration charge. The borrow charge, and the ability to hold a short position, may be changed by us at short notice or immediately. If you do not pay any borrow charge that becomes payable after you have opened such a Transaction, or we are unable to continue to borrow that Instrument in the Underlying Market (and we give you notice to that effect), we will be entitled to close your Transaction in respect of that Instrument with immediate effect. You acknowledge that this may result in you incurring a loss on the Transaction. Further, you fully indemnify us against any fine, penalty, liability or other similar charge imposed on us for any reason by any Exchange, Underlying Market or any other regulatory authority that relates in any way to your opening or closing a Transaction or any related transaction by us to hedge your Transaction. For the avoidance of doubt, this indemnity extends to any stock recall or buy back fees imposed by any Underlying Market in relation to a Transaction placed by you.

(6) In the event that you open a Transaction in relation to an Instrument that is a share, and that underlying share becomes un-borrowable so that we are unable to hedge against losses that we may incur in relation to that Transaction, we may, at our absolute discretion, take one or more of the following steps:

A share may either be unborrowable from the outset or our brokers or agents may recall from us a stock that we have already borrowed against.

AMERICAN DEPOSITORY RECEIPT AND GLOBAL DEPOSITORY RECEIPT CHARGES

(7) If you have opened a Buy in relation to an Instrument that is an American Depository Receipt or a Global Depository Receipt, we reserve the right to pass on to you any annual depository service charges, or part thereof, incurred by us when hedging our exposure to you in relation to that Transaction. This charge will only be applied to long positions open on the record date for the particular underlying American Depository Receipt or Global Depository Receipt.

REGULATORY REPORTING

(8) We may be obliged under Applicable Regulations to make public certain information regarding our Transactions with you. You acknowledge and agree that we are entitled to disclose such information and that such information held by us shall be our sole and exclusive property.

(9) You agree to provide us with all information that we may reasonably request for the purpose of complying with our obligations under Applicable Regulations and that you consent for us to provide to any third party such information about you and your relationship with us pursuant to this Agreement (including but not limited to your Transactions or money on your account) as we consider, acting reasonably, appropriate or as required to comply with any Applicable Regulation or Term of this Agreement.

(10) If you are a legal entity, our Transactions with you may need to be reported under Applicable Regulations. If they are required to be reported, you agree that we will generate the unique trade identifier in relation to each relevant Transaction. Please contact one of our employees for this information or visit our website.

(11) If you are a legal entity, you agree that we may in certain circumstances obtain a Legal Entity Identifier (LEI) on your behalf. You agree that we may do so if we consider that it is necessary in order to allow you to enter into Transactions with us and that we may pass on to you any charge we incur to obtain a Legal Entity Identifier (LEI) on your behalf and to levy an administration charge to cover our costs in doing so. Please contact one of our employees for this information or visit our website.

11. MANIFEST ERROR

(1) We reserve the right to either void from the outset or amend the terms of any Transaction containing or based on any error that we reasonably believe to be obvious or palpable (a “Manifest Error” and any such Transaction a “Manifestly Erroneous Transaction”), without your consent. If, in our reasonable discretion, we choose to amend the terms of any such Manifestly Erroneous Transaction, the amended level will be such level as we reasonably believe would have been fair at the time the Transaction was entered into. In deciding whether an error is a Manifest Error we shall act reasonably and we may take into account any relevant information including, without limitation, the state of the Underlying Market at the time of the error or any error in, or lack of clarity of, any information source or pronouncement upon which we base our quoted prices. Any financial commitment that you have entered into or refrained from entering into in reliance on a Transaction with us will not be taken into account in deciding whether or not there has been a Manifest Error.

(2) In the absence of our fraud, willful default or negligence, we will not be liable to you for any loss, cost, claim, demand or expense following a Manifest Error (including where the Manifest Error is made by any information source, commentator or official on whom we reasonably rely) or in relation to a Manifestly Erroneous Transaction.

(3) If a Manifest Error has occurred and we choose to exercise any of our rights under Term 11(1), and if you have received any monies from us in connection with the Manifest Error, you agree that those monies are due and payable to us and you agree to return an equal sum to us without delay.

12. ORDERS

(1) We may, at our absolute discretion, accept an Order from you. An Order is an offer to open or close a Transaction if the instructions specified by you in an Order are satisfied (such as if our price moves to, or beyond a level specified by you). If we accept an Order, we may be required by Applicable Regulations to close or part close a Transaction at the level required by Applicable Regulations (rather than the level set by you in an Order). Examples of Orders are:

(2) You may specify that an Order is to apply:

We may, at our absolute discretion, accept standing Orders that will apply for some other specified duration. We may act on any such Order irrespective of the length of time for which the specified level in relation to that Order is reached or exceeded.

(3) If your Order is triggered (as set out in Term 12(1) above), we will seek to open or close the Transaction to which your Order relates, acting in accordance with our duty of best execution. You acknowledge and agree that the time and level at which Orders are executed and the size of your Order will be determined by us, acting reasonably. In this regard:

(4) By using our Orders, you expressly acknowledge and agree that:

(5) The following sets out when and how GTC Orders will roll:

(6) You may, with our prior consent (and such consent will not be unreasonably withheld), cancel or amend the level of an Order at any time before our quote reaches or goes beyond the relevant level. However, once the level has been reached, you may not cancel or amend the Order unless we expressly agree to permit you to do so.

(7) If you place an Attached Order then:

(8) If we accept an Order and then an event takes place which means that it is no longer reasonable for us to act on that Order, we will be entitled to disregard or cancel your Order. If we disregard or cancel your Order then we shall not have any liability to you as a result of such action and we shall not re-enter that Order. Examples include but are not limited to:

13. LIMITED RISK

(1) You may request us to open a Limited Risk Transaction and ask for a specific stop level to apply to such Limited Risk Transaction. Any such request must be agreed by us (including as to the stop level) acting in our absolute discretion.

(2) We guarantee that when your agreed stop level is triggered in accordance with Term 13(3), we will, subject to Term 4(11), close a Limited Risk Transaction at that agreed stop level. Notwithstanding the preceding sentence, where we have categorized you as a Retail Client, and only to the extent required by Applicable Regulations, we may close or part-time close any open Limited Risk Transactions on your account if your account balance, considering P&L, is equal to or less than 50% of the total Initial Margin requirement for your open Transactions.

(3) Your agreed stop level will be triggered when our bid price (in the case of an order to Sell) or our offer price (in the case of an order to Buy) moves against you to a point that is at or beyond the agreed stop level. There are two exceptions to this: (i) where we are required by Applicable Regulations to close your Limited Risk Transaction prior to your agreed stop level being triggered; and (ii) where you have a Limited Risk Transaction on Order Book Shares, which only triggers your specified stop level if and when a deal takes place on the Underlying Market for those Order Book Shares at a price that is at or beyond your specified stop level. For the purpose of determining whether a Stop Order for a Limited Risk Transaction has been triggered, we will be entitled (but not obliged) to disregard any prices quoted by us during any pre-market, post-market or intra-day auction periods in the relevant Underlying Market, during any intra-day or other period of suspension in the relevant Underlying Market, or during any other period that in our reasonable opinion may give rise to short-term price spikes or other distortions.

(4) Once you have opened a Limited Risk Transaction, you may only remove or change the level at which the Transaction will be automatically closed with our consent (which we may, at our absolute discretion, withhold) and upon payment of any additional Limited Risk Premium that may be required. You may request us to convert an open Transaction to a Limited Risk Transaction and ask for a specific stop level to apply to such Limited Risk Transaction. Any such request must be agreed by us (including as to the stop level) acting in our absolute discretion.

(5) Where you open a Limited Risk Transaction in respect of a particular Instrument that is (i) a Buy and you subsequently offer to Sell (which is also a Limited Risk Transaction) in respect of the same Instrument; or (ii) a Sell and you subsequently offer to Buy (which is also a Limited Risk Transaction) in respect of the same Instrument, we will treat the offer to Sell or, as the case may be, Buy, as an offer to close all or any part of the Limited Risk Transaction.

(6) Where you open a Limited Risk Transaction, in addition to the usual opening Spread or Commission that you pay us under Terms 8(1) and 8(2), you also agree to pay us a Limited Risk Premium. If we, at our absolute discretion, agree to convert a non-Limited Risk Transaction to a Limited Risk Transaction for you, you will pay us a Limited Risk Premium. The Limited Risk Premium will be as set out in the Product Details or as otherwise notified to you. Unless we agree otherwise, any Limited Risk Premium shall be due and must be paid when your stop level is triggered and your Limited Risk Transaction is closed. Any due Limited Risk Premium shall be paid in accordance with Term 16.

(7) Where you open a Limited Risk Transaction, and while that Limited Risk Transaction is open, we make a dividend adjustment in accordance with Term 24(8) and we reserve the right to amend the guaranteed stop level that applies to your Limited Risk Transaction by the size of the dividend adjustment.

14. COMMUNICATIONS

(1) An offer to open or close a Transaction (or an Order) must be made by you, or on your behalf: orally, by telephone; via one of our Crypto Currency Trading Services; or in such other manner as we may specify from time to time. If your usual mode of communicating with us is unavailable for any reason, you should attempt to use one of the other modes of acceptable communication specified above. For example, if you usually open and close Transactions via one of our Crypto Currency Trading Services, but for some reason our Crypto Currency Trading Services are not in operation, you should contact us via the telephone to open or close Transactions. Written offers to open or close a Transaction, including offers sent by email (including a secure email sent via one of our Crypto Currency Trading Services) or text message, will not be accepted or be effective for the purposes of this Agreement. Any communication that is not an offer to open or close a Transaction must be made by you, or on your behalf: orally, by telephone or in person; in writing, by email, post; or in such other manner as we may specify from time to time. If sent to us by post, communication must be sent to our head office and, if sent to us by email, it must be sent to an email address currently designated by us for that particular purpose. Any such communication will only be deemed to have been received by us upon our actual receipt thereof.

(2) We will generally not accept an offer to open or close a Transaction received other than in accordance with Term 14(1), but if we choose to do so we will not be responsible for any loss, damage or cost that you suffer or incur arising out of any error, delay or omission in us acting on such offer, or failing to act upon such offer.

(3) If at any time you are unable, for whatever reason, to communicate with us, we do not receive any communication sent by you, or you do not receive any communication sent by us under this Agreement, we will not:

(4) You acknowledge and agree that any communication transmitted by you or on your behalf is made at your risk and you authorize us to rely and act on, and treat as fully authorized and binding on you, any communication (whether or not in writing) that we reasonably believe to have been transmitted by you or on your behalf by any agent or intermediary who we reasonably believe to have been duly authorized by you. You acknowledge and agree that we will rely on your account number and/or password and/or Security Details to identify you and you agree that you will not disclose these details to any person not duly authorized by you. If you suspect that your account number and/or password and/or Security Details has been learnt or may be used by any other person then you must notify us immediately.

(5) You agree that we may record any communications, Crypto Currency, by telephone, in person or otherwise, that we have with you in relation to this Agreement and that any recordings that we keep will be our sole property and you accept that they will constitute evidence of the communications between us. You agree that telephone conversations may be recorded without the use of a warning tone or any other further notice.

(6) In accordance with the Applicable Regulations, we will provide information about each Transaction that we open or, as the case may be, close for you by providing you with a Statement. Statements will be posted on one of our Crypto Currency Trading Services and, if so requested by you also emailed or posted to you, on or before the business day following the day on which the Transaction is opened or, as the case may be, closed. If you elect to receive your Statements by post, we reserve the right to levy an administration charge.

(7) You will be deemed to have acknowledged and agreed with the content of any Statement and the details of each Transaction set out in any Statement that we make available to you unless you notify us to the contrary in writing within two business days of the date on which you are deemed to have received it in accordance with Term 14(10) below.

(8) Our failure to provide you with a Statement does not invalidate nor make voidable a Transaction that you and we have agreed and we have confirmed in accordance with Term 4(6), provided however that in the event that you believe you have opened or closed a Transaction but we have not provided you with a Statement in respect of that Transaction, any query in relation to the purported Transaction will not be entertained unless: (i) you notify us that you have not received such Statement within two business days of the date on which you ought to have received a Statement for the purported Transaction, and (ii) you can provide accurate details of the time and date of the purported Transaction and supporting evidence, to our reasonable satisfaction, of the purported Transaction.

(9) We may communicate with you by telephone, letter, email or text message or by posting a message on one of our Crypto Currency Trading Services and you consent to us telephoning you at any time whatsoever. We will use the address, phone or email address specified on your account opening form or such other address, phone or email address as you may subsequently notify to us or any email address allocated to you within our Crypto Currency Trading Services. Unless you expressly specify otherwise, you specifically agree that we may send the following notices to you by email and/or by posting them on an Crypto Currency Trading Service:

We will not send you a paper copy of a Message sent to you by email or posted to one of our Crypto Currency Trading Services. Sending a Message to you by email or by posting it to one of our Crypto Currency Trading Services in a durable medium fully complies with all our obligations under the Agreement and the Applicable Regulations.

(10) Any correspondence, documents, written notices, legal notices, confirmations, Messages or Statements will be deemed to have been properly given:

(11) It is your responsibility to ensure, at all times, that we have been notified of your current and correct address and contact details. Any change to your address or contact details must be notified to us immediately in writing, unless we agree to another form of communication.

(12) We are required by law to provide you with certain information about us, our services, our Transactions, our Commission, Spread, Charges and Taxes along with copies of our Summary Order Execution Policy and Summary Conflicts Policy. You specifically consent to us providing you with this information by means of our website. Commission, Spread, Charges and Taxes (if any) will be disclosed in our Product Details. Our Summary Order Execution Policy, Summary Conflicts Policy, Privacy Notice and Risk Disclosure Notice will be provided in the section of our website that allows you to apply for an account. Alternatively, details are available by calling one of our employees.

(13) It is your responsibility to make sure that you read all notices posted on our website and on one of our Crypto Trading Services from time to time in a timely manner.

(14) Although email, the internet, Crypto Trading Services and other forms of electronic communication are often a reliable way to communicate, no electronic communication is entirely reliable or always available. You acknowledge and accept that a failure or delay by you to receive any communication from us sent by email, text message or otherwise whether due to mechanical, software, computer, telecommunications or other electronic systems failure, does not in any way invalidate or otherwise prejudice that communication or any transaction to which it relates. We will not be liable to you for any loss or damage, howsoever caused, arising directly or indirectly out of a failure or delay by you or us to receive an email or other electronic communication. Further, you understand and accept that emails, text messages and other electronic communications we send to you may not be encrypted and therefore may not be secure.

(15) You acknowledge the inherent risk that communications by Crypto electronic means may not reach their intended destination or may do so later than intended for reasons outside our control. You accept this risk and agree that a failure or delay by us to receive any offer or communication from you sent electronically, whether due to mechanical, software, computer, telecommunications or other electronic systems failure, does not in any way invalidate or otherwise prejudice that offer or communication or any transaction to which it relates. If, for any reason, we are unable to accept your offer electronically, we may, without obligation, provide you with further information advising you that your offer can be made by telephone as an alternative and we may endeavor to inform you of this.

(16) In the event that you are granted access to our mobile dealing platform, then all use of such service will be subject both to this Agreement and to any supplemental mobile dealing terms posted on our website and amended from time to time.

15. MARGIN

(1) Subject to Term 15(9) below, upon opening a Transaction, you will be required to pay us the Margin for that Transaction, as calculated by us (“Initial Margin”). Note that the Initial Margin for certain Transactions (for example, Share CFDs), will be based on a percentage of the Contract Value of the Transaction and therefore the Initial Margin due for such Transactions will fluctuate in accordance with the Contract Value. Initial Margin is due and payable to us immediately upon opening the Transaction (and for Transactions that have a fluctuating Initial Margin based on a percentage of the Contract Value, immediately on opening the Transaction and thereafter immediately on any increase in Contract Value taking place) unless:

(2) Where we have categorized you as a Professional Client or a Market Counterparty and you also have a variation Margin obligation to us to ensure that at all times during which you have open Transactions you ensure that your account balance, taking into account all realized and/or unrealized profits and losses (“P&L”) on your account, is equal to at least the Initial Margin that we require you to have paid to us for all of your open Transactions. If there is any shortfall between your account balance (taking into account P&L) and your total Initial Margin requirement, you will be required to deposit additional funds into your account. These funds will be due and payable to us for our own account, immediately on your account balance (taking into account P&L) falling below your Initial Margin requirement unless:

(3) Where we have categorised you as a Retail Client, and only to the extent required by Applicable Regulations, we may at our discretion close or part close any open Transactions on your account, if your account balance, taking into account the P&L on your account, is equal to or less than 50% of the total Initial Margin requirement for your open Transactions.

(4) Details of Margin amounts paid and owing by you are available by logging on to our Crypto Trading Services or by telephoning one of our employees. You acknowledge: (a) that it is your responsibility to be aware of, and further that you agree to pay, the Margin required at all times for all Transactions that you open with us; (b) that your obligation to pay Margin will exist whether or not we contact you regarding an outstanding Margin obligation; and (c) that your failure to pay any Margin required in relation to your Transactions will be regarded as an Event of Default for the purposes of Term 17.

(5) Margin payments must be made in the form of cleared funds (on your account with us) unless, by separate written agreement, we accept other assets from you as collateral for payment of Margin. In the event that any applicable debit card authority or other paying agent declines to transfer funds to us for any reason whatsoever then we may, at our absolute discretion, treat any Transaction entered into by us in reliance on receipt of those funds as void from the outset or close it at our then prevailing price, and recover any losses arising from the voidance or closure of the Transaction from you. We may reserve the right to stipulate the method of payment to be used by you for the payment of Margin which, as provided for under Applicable Regulations, where we have categorized you as a Retail Client, cannot be made by credit card, or any third-party credit facility.

(6) Subject to Term 15(3), in making any calculation of the Margin payments that we require from you under this Term 15, we may, at our absolute discretion, have regard to your overall position with us and/or an Associated Company of ours including any of your net unrealized losses (i.e. losses on open positions).

(7) We are not under any obligation to keep you informed of your account balance and Margin required (i.e. to make a 'Margin call') however if we do so the Margin call may be made by telephone call, post, email, text message or through an Crypto Trading Service. The Margin call will be deemed to have been made as soon as you are deemed to have received such notice in accordance with Term 14(10). We will also be deemed to have made a demand on you if: (a) we have left a message requesting you to contact us and you have not done so within a reasonable time after we have left such a message; or (b) if we are unable to leave such a message and have used reasonable endeavors to attempt to contact you by telephone (at the telephone number last notified to us by you) but have been unable to contact you at such number. Any message that we leave for you requesting you to contact us should be regarded by you as extremely urgent unless we specify to the contrary when we leave the message. You acknowledge and accept that what constitutes a reasonable time in the context of this Term may be influenced by the state of the Underlying Market and that, according to the circumstances, could be a matter of minutes or even immediately. It is your responsibility to notify us immediately of any change in your contact details and to provide us with alternative contact details and ensure that our calls for Margin will be met if you will be uncontactable at the contact address or telephone number notified to us (for example because you are travelling or are on holiday, or you are prevented from being in contact because of a religious holiday). We will not be liable for any losses, costs, expenses or damages incurred or suffered by you as a consequence of your failure to do so.

(8) Subject to Term 15(9) below, we will be entitled, at any time, to increase or decrease the Margin required from you on open Transactions or to change the credit arrangements for your account. You agree that, regardless of the normal way in which you and we communicate, we will be entitled to notify you of a change to Margin levels or the credit arrangements for your account by any of the following means: telephone, post, email, text message, via one of our Crypto Trading Services or by posting notice of the change on our website. Any increase in Margin levels will be due and payable immediately on our demand, including our deemed demand in accordance with Term 15(7). Any change in the credit arrangements for your account will be effective at the time notified to you, which may include immediately. We will only increase Margin requirements or change the credit arrangements for your account where we reasonably consider it necessary, for example but without limitation, in response to or in anticipation of any of the following:

(9) Where we have categorized you as a Retail Client:

16. PAYMENT, CURRENCY CONVERSION AND SET-OFF (CONTINUED)

(1) All payments to be made under this Agreement, other than payments of Commission, Limited Risk Premium and Margin which are due and payable in accordance with Ter

(2) ms 5, 13 and 15 respectively, are due immediately upon our demand, which may be oral or in writing. Once requested, such payments must be paid by you, and must be received by us in full in cleared funds on your account.

(3) You must comply with the following when making payments to us:

BASE CURRENCY AND CURRENCY CONVERSION

(4) You should be aware of the following when you open a Transaction or deposit money into your account in a Currency other than your Base Currency:

INTEREST

(5) You will pay interest to us on any sums due in respect of any Transaction and any other general account charges (for example, market data fees) and Taxes, as applicable, that you fail to pay on the relevant due date. Interest will accrue on a daily basis from the due date until the date on which payment is received in full on your account in cleared funds, at a rate not exceeding 4% above our applicable reference rate from time to time (details available on request) and will be payable on demand:

REMITTING MONEY

(6) We will be under no obligation to remit any money to you if that would reduce your account balance (taking into account running profits and losses) to less than the Margin payments required on your open Transactions. Subject thereto and to Term 16(6), 16(7), 16(8) and 16(9), money standing to the credit of your account will be remitted to you if requested by you. Where you do not make such a request, we will be under no obligation to, but may, at our absolute discretion, remit such monies to you. All bank charges howsoever arising will, unless otherwise agreed, be for your account. The manner in which we remit monies to you will be at our absolute discretion, having utmost regard to our duties under law regarding the prevention of fraud, countering terrorist financing, insolvency, money laundering and/or tax offences. We will normally remit money in the same method and to the same place from which it was received. However, in exceptional circumstances we may, at our absolute discretion, consider a suitable alternative:

SET-OFF

(7) If any losses incurred, monies owed or debit balances to us (each a "Loss" and together, "Losses") in relation to an account under this Agreement in which you may have an interest exceeds all amounts held by us in relation to that account, you must forthwith pay such excess to us whether demanded or not. If any Losses to us and any Associated Company in relation to accounts in which you may have an interest exceed all amounts held by us and any Associated Company in relation to all accounts in which you may have an interest, you must forthwith pay such excess to us whether demanded or not.

(8) Subject to Applicable Regulations and without prejudice to our right to require payment from you in accordance with Terms 16(1), 16(2) and 16(6) above, we will at any time have the right to set off:

For illustrative purposes only – Subject to Applicable Regulations, if you are A, the table below sets out which accounts and funds we may access to set off losses incurred on accounts held by you with us (or an Associated Company) on your own (A solely) and if you have a joint account (A and B jointly) with another person, B, and the accounts and funds we may access to set off losses incurred on the joint accounts and on other accounts held by B with us (or an Associated Company).

(9) We may, at any time and without notice to you, sell Instruments or other assets of which we or any Associated Company have custody or control on your behalf, in order to discharge any or all of your obligations to us and any Associated Company under this Term 16. If we have to sell Instruments held on your behalf to meet your obligations, we will charge you all applicable Charges and Taxes in doing so including a reasonable administration charge. You will continue to be responsible to us for any outstanding balance due after Instruments have been sold and the difference in value will be payable to us immediately.

(10) As long as there are outstanding Losses in respect of any account in which you may have an interest under this or any other agreement with us or an Associated Company, in each case whether as a joint account or otherwise, we may retain possession of any Instruments or other assets held by us or an Associated Company or to your credit with us or an Associated Company in relation to any account in which you may have an interest (this right is known as a lien).

WAIVER

(11) Our failure on one or more occasions to enforce or exercise our right to insist on timely payment (including our right to insist on immediate payment of Margin) will not amount to a waiver or bar to enforcement of that right.

17. DEFAULT AND DEFAULT REMEDIES

(1) Each of the following constitutes an ‘Event of Default’:

(2) If an Event of Default occurs in relation to your account(s) with us or in relation to any account(s) held by you with an Associated Company of ours, we may, at our absolute discretion, at any time and without prior notice take any one or any number of the below steps:

(3) If we take any action under Term 17(2), we may, where reasonably possible, take steps to notify you before exercising such rights. However, we are not obliged to do so and any failure on our part to take such steps will not invalidate the action taken by us under Term 17(2).

(4) If an Event of Default occurs we are not obliged to take any of the steps set out in Term 17(2) and we may, at our absolute discretion, allow you to continue to trade with us, or allow your open Transactions to remain open.

(5) You acknowledge that, if we allow you to continue to trade or to allow your open Transactions to remain open under Term 17(4), this may result in you incurring further losses.

(6) You acknowledge and agree that, in closing out Transactions under this Term 17, it may be necessary for us to ‘work’ the order. This may have the result that your Transaction is closed out in tranches at different bid prices (in the case of Sells) or offer prices (in the case of Buys), resulting in an aggregate closing level for your Transaction that results in further losses being incurred on your account. You acknowledge and agree that we shall not have any liability to you as a result of any such working of your Transactions.

18. CLIENT MONEY

(1) We will treat money received from you or held by us on your behalf in accordance with the Client Money Rules and as a consequence, such money will be held separately from money belonging to us and in the event of our insolvency, winding up or other Distribution Event stipulated by the, such money will be subject to the’s Client Money Distribution Rules. We will disclose the basis and terms on which we hold such money to you as soon as reasonably practicable upon receipt.

(2) Your money shall be held in pooled client bank accounts at selected third party banking institutions as determined by us in accordance with the Client Money Rules. We will keep and maintain books and records of the client money held on your behalf. We will provide you with statements of the client money that we hold on your behalf in accordance with the Client Money Rules. Subject to the Client Money Rules, you may request such a statement at any time subject to you agreeing that we may levy an administration charge to cover our costs in providing any such statement to you. We may place funds in notice or term deposit accounts with a notice period or term of up to 95 days. Placing client money in notice or term deposit accounts does not in itself affect your ability to deal with or withdraw funds from your account with us, however such amounts may not be immediately available upon request.

(3) In the event that we incur interest charges to hold client money on your behalf with third party banking institutions in accordance with the Client Money Rules, you agree that we may charge you for holding such client money on your behalf in accordance with our Client Money Interest Policy. You agree that we may cease to treat any money deducted in accordance with our Client Money Interest Policy as client money and that ownership of that money will be irrevocably transferred from you to us. Details of the Client Money Interest Policy are available in the Product Details or from one of our employees.

(4) We may hold client money in a client bank account with a bank located outside the Puerto Rico. The legal and regulatory regime applying to any such bank may be different from that of the Puerto Rico and in the event of the insolvency or any other equivalent failure of that bank, your money may be treated differently from the treatment which would apply if the money was held with a bank in the Puerto Rico. We will not be liable for the insolvency, acts or omissions of any bank or other third party holding money under Terms 18(1), 18(2) or 18(4).

(5) It is not our policy to pay interest to you on any client money that we hold on your behalf and by entering into this Agreement you acknowledge that you therefore waive any entitlement to interest under the Client Money Rules or otherwise.

(6) In the event that there has been no movement on your account balance for a period of at least six years (notwithstanding any payments or receipts of charges, interest or similar items) and we are unable to trace you despite having taken reasonable steps to do so, you agree and hereby instruct us that we may cease to treat your money as client money and that we may transfer the account balance into our own account. In such circumstances, we (or an Associated Company of ours) will unconditionally undertake to pay you a sum equal to the relevant client money balance transferred in the event that you seek to claim the client money balance in the future.

(7) In accordance with Term 27(2), you agree that we may transfer client money to a third party as part of a transfer of all or part of our business.

19. INDEMNITY AND LIABILITY

(1) Subject always to Term 1(8), you are responsible for all liabilities, losses or costs of any kind or nature whatsoever that may be incurred by us as a result of any failure by you to perform any of your obligations under this Agreement, in relation to any Transaction or in relation to any false information or declaration made either to us or to any third party, in particular to any Exchange. You acknowledge that this responsibility extends to our legal and administrative costs and expenses incurred in respect of taking any legal or investigatory action against you, or instructing any debt collection agency, to recover monies owed by you to us.

(2) You agree that you will not hold us liable for any losses, liabilities, judgements, suits, actions, proceedings, claims, damages and/or costs suffered by you resulting from or arising out of any act or omission by any person obtaining access to your account by using your designated account number and/or password and/or Security Details, whether or not you authorized such access.

(3) We shall not be liable for any default, omissions, errors or mistakes by any third party or Associated Company other than as a result of our own negligence, fraud or wilful default in relation to the appointment of that third party.

(4) Certain information in relation to our services is provided by third parties and we are not liable for any inaccuracy, errors or omissions in the information they provide us except where such inaccuracy, error or omission is caused by our own negligence, fraud or willful default in relation to the appointment of that third party.

(5) Without prejudice to any other Terms of this Agreement, we will have no liability to you in relation to any loss, costs or expenses that you suffer as a result of:

(6) Without prejudice to any other Terms of this Agreement, we will have no liability to you in relation to any loss, costs or expenses that you suffer as a result of:

(b) any cause beyond our reasonable control and the effect of which is beyond our reasonable control to avoid.

(7) Without prejudice to any other Terms of this Agreement, we will have no liability to you in relation to any loss which is a side effect of the main loss or damage and which is not a foreseeable consequence of a breach of this Agreement including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or corruption of data, loss of goodwill or reputation, caused by any act or omission of ours under this Agreement.

(8) Nothing in this Agreement shall limit our liability for personal injury or death.

20. REPRESENTATIONS AND WARRANTIES

(1) You represent and warrant to us, and agree that each such representation and warranty is deemed repeated each time you open or close a Transaction by reference to the circumstances prevailing at such time, that:

(2) This Agreement contains the entire understanding between the parties in relation to the dealing services we offer.

(3) In the absence of our fraud, willful default or negligence, we give no warranty regarding the performance of our website(s), our Crypto Trading Services or other software or their suitability for any equipment used by you for any particular purpose.

(4) Any breach by you of a warranty given under this Agreement, including but not limited to the warranties given in Terms 9(1), 9(18), 20(1) or 21(2), renders any Transaction voidable from the outset or capable of being closed by us at our then prevailing prices, at our absolute discretion.

(5) If we have reasonable grounds for suspecting that you have breached a warranty given under this Agreement, including but not limited to the warranties given in Terms 9(1), 9(18), 20(1) or 21(2), we may render any Transaction voidable from the outset or capable of being closed by us at our then prevailing prices, at our absolute discretion, unless and until you produce evidence that satisfies us that you have not, in fact, committed the breach of warranty the suspicion of which was the ground for us taking action under this Term. For the avoidance of doubt, if you do not produce such evidence within the period of three months from the date on which action is taken by us under this Term, all such Transactions will be finally null and void as between you and us.

21. MARKET ABUSE

(1) We may hedge our liability to you by opening analogous positions with other institutions or in the Underlying Market. The result of our doing this is that when you open or close a Transaction relating to a share or other Instrument with us, your Transactions can, through our hedging, exert a distorting influence on the Underlying Market for that Instrument, in addition to the impact that it may have on our own prices. This creates a possibility of market abuse and the function of this Term is to prevent such abuse.

(2) You represent and warrant to us now, and agree that each such representation and warranty is deemed repeated each time you open or close a Transaction, that:

(3) In the event that (a) you open or close any Transaction or place an Order in breach of the representations and warranties given in Terms 9(1), 9(18), 20(1) or 21(2), or (b) we have reasonable grounds for suspecting that you have done so, we may, at our absolute discretion and without being under any obligation to inform you of our reason for doing so, close that Transaction and any other Transactions that you may have open at the time, if applicable, and also, at our absolute discretion:

(4) You acknowledge that the Transactions in which you deal with us are speculative instruments and you agree that you will not open any Transactions with us in connection with any corporate finance style activity.

(5) You acknowledge that it would be improper for you to deal in the Underlying Market if the sole purpose of such a transaction was to impact on our bid or offer prices, and you agree not to conduct any such transactions.

22. CREDIT

Details of any credit arrangement that may be available to you are or will be set out in, and will be subject to, such terms, conditions and limits as may be agreed in separate correspondence. We reserve the right to alter any credit arrangements agreed with you at any time. You acknowledge that when you deal with us on credit, neither any limit set on your account nor any amount of Margin you have paid puts any limit on your potential losses in respect of a Transaction. You acknowledge and agree that your financial liability to us may exceed the level of any credit or other limit placed on your account.

23. FORCE MAJEURE EVENTS

(1) Subject to Applicable Regulations, we may, in our reasonable opinion, determine that an emergency or an exceptional market condition exists (a “Force Majeure Event”), in which case we will, in due course, inform the and take reasonable steps to inform you. A Force Majeure Event will include, but is not limited to, the following:

(2) If we determine that a Force Majeure Event exists, we may, at our absolute discretion, without notice and at any time, take one or more of the following steps:

24. CORPORATE EVENTS, TAKEOVERS, VOTING RIGHTS, INTEREST AND DIVIDENDS

CORPORATE EVENTS

(1) If any Instrument becomes subject to possible adjustment as the result of any of the events set out in Term 24(2) below (a “Corporate Event”), or is otherwise the subject of a Corporate Event, we will determine the appropriate adjustment, if any, to be made to the size and/or value and/or number of the related Transaction(s) (and/or to the level of any Order) to account for the diluting or concentrating effect necessary to preserve the economic equivalent of the rights and obligations of the parties in relation to that Transaction immediately prior to that Corporate Event and/or replicate the effect of the Corporate Event on someone with an interest in the relevant underlying Instrument, which may include the opening of a new Transaction or the closing of the existing Transaction. Any action taken by us will be effective from the date determined by us and which may, for the avoidance of doubt, be retrospective.

(2) The events to which Term 24(1) refers are:

(3) Any adjustment to the size and/or value and/or number of any Transaction(s) (and/or to the level of any Order) will be determined reasonably and will be conclusive and binding on you. If you have a Buy (i.e. a long Transaction) that is affected by a Corporate Event, we will, should you give us notice of the same, in the form and with any period indicated by us, give consideration to your views about the action or adjustment to be made as a result of the Corporate Event. If you hold a Sell (i.e. a short Transaction) then we will take whatever action is decided by us, acting reasonably. We will inform you of any adjustment or amendment under this Term as soon as reasonably practicable.

TAKEOVERS

(4) If at any time a takeover offer is made in respect of a company, and you have a Transaction that relates to the securities of that company, then:

VOTING RIGHTS

(5) You acknowledge that we will not transfer voting rights relating to an underlying share or other Instrument to you, or otherwise allow you to influence the exercise of voting rights held by us or by an agent on our behalf.

INTEREST

(6) We will value open Transactions on a daily basis and calculate the amount of interest, on a basis notified to you in writing (including electronically), that would apply to the sum of money necessary to take out a position in the underlying Instrument with the same value. A different rate of interest will normally apply to long and short positions. While your Transaction remains open, the amount of interest will be calculated and will accrue on a daily basis as follows:

(7) For certain Expiry Transactions, our quote (which is based on the Underlying Market) will include an interest component. We will make it clear on our website or in our Product Details which of our Expiry Transactions contain interest component. Such Expiry Transactions will not be adjusted for interest as set out in Term 24(6) above.

DIVIDENDS

(8) Where applicable (e.g. where an Instrument is a stock, share or index in respect of which a dividend is paid) a dividend adjustment will be calculated for your account in respect of open positions held on the ex-dividend day for the relevant underlying Instrument. For long positions, the dividend adjustment will generally be in crypto currency adjustment reflecting the amount of the net dividend receivable by a UK taxpayer holding the equivalent position in an underlying UK Instrument and will reflect normal practice in respect of non-UK Instruments, unless otherwise agreed with you. For short positions, the dividend adjustment will generally be a crypto currency adjustment reflecting the pre-tax dividend amount, unless otherwise agreed with you. crypto currency adjustments reflecting dividends will be credited to your account if you bought, i.e. opened a long position, and debited if you sold, i.e. opened a short position.

(9) For certain Expiry Transactions, our quote (which is based on the Underlying Market) will include a forecasted dividend component. We will make it clear on our website or in our Product Details which of our Expiry Transactions contain a dividend component. Such Expiry Transactions will not be adjusted for dividends as set out in Term 24(8) above. Note that, for such Expiry Transactions, in the event that there is a dividend declared or paid, in respect of the relevant Instrument, a special dividend or a dividend that is unusually large or small or payable by reference to an ex-dividend date that is unusually early or late or in the event that a previously regular dividend is omitted (in each case, having regard to dividend payments in previous years in respect of that same financial instrument), we may make an appropriate adjustment (including a retrospective adjustment) to the Opening Level and/or the size of the Transaction that relates to that Instrument.

25. SUSPENSION AND INSOLVENCY

(1) If at any time trading on the Underlying Market is suspended in any Instrument that forms the subject of a Transaction, then the Transaction will also be Suspended from operation unless we are able to continue to make prices for the Transaction based on prices in a different but related Underlying Market that is not suspended from trading. If Suspended, the suspension price of the Transaction, unless re-valued by us as set out in this Term 25, for the purposes of Margining and otherwise, will be the midprice quoted by us at the time of suspension.

(2) Irrespective of whether it is an Expiry Transaction that you have elected not to roll over and the date of contract expiry passes, and irrespective of any Orders given by you, the Transaction will remain open but Suspended until either of the following takes place:

(3) If you have an Expiry Transaction that becomes Suspended by operation of this Term, you will be deemed to have requested that the Transaction be rolled forward into the next contract period until the first expiry date following the lifting of the Suspension or until your Transaction is dealt with in accordance with Terms 25(4) or 25(5) as applicable. You agree that while your Transaction is Suspended, we will still be entitled to make interest adjustments in accordance with Term 24(6).

(4) If a company, whose Instrument represents all or part of the subject-matter of a Transaction, goes into insolvency or is dissolved, the day on which the company goes into insolvency or is otherwise dissolved will be the closing date of that Transaction and we will deal with your Transaction as follows:

(5) If a company, whose Instrument represents all or part of the subject-matter of a Transaction, is delisted from the Exchange to which the Transaction relates, but at the time of delisting such company has not gone into insolvency nor been dissolved, then we will take such action as we consider fair having regard to all of the circumstances regarding the delisting and any hedging transactions that we have with third parties as a result of your Transaction and where possible which reflects the treatment accorded to holders of the underlying Instrument. Without any limitation, examples of the actions that we might take are:

(6) Subject to Applicable Regulations, we reserve the right at all times when your Transactions are Suspended under Term 25(2) to revalue such Transaction at such price and/or to change the Margin rate, in both cases as we shall determine to be reasonable in the circumstances, and to require payment of deposit or Margin accordingly.

26. QUERIES, COMPLAINTS AND DISPUTES

(1) Any queries should be raised with our trading services department or with one of our employees. Unresolved queries and complaints are handled by our compliance department according to our complaints procedure, a copy of which is available on our website(s) and is available on request. If you are dissatisfied with the result of our compliance department’s investigation or with any action taken by us as a result of such investigation, you may be able to refer the complaint to the \ for further investigation.

(2) Without prejudice to any of our other rights to close a Transaction under this Agreement, in any case where we are in dispute with you in respect of a Transaction or alleged Transaction or any communication relating to a Transaction, we may, at our absolute discretion and without notice, close any such Transaction or alleged Transaction, where we reasonably believe such action to be desirable for the purpose of limiting the maximum amount involved in the dispute, and we will not be under any obligation to you in connection with any subsequent movement in the level of the Transaction concerned. If we close one or more of your Transactions under this Term, such action will be without prejudice to our right to contend in relation to any dispute that such Transaction had already been closed by us or was never opened by you. We will take reasonable steps to inform you that we have taken such action as soon as practicable after doing so. Where we close a Transaction or alleged Transaction in accordance with this Term, the closing will be without prejudice to your rights:

27. MISCELLANEOUS

(1) We reserve the right to Suspend any or all accounts you hold with us at any time. If we Suspend your account(s), it means that: you will generally not be permitted to open any new Transactions or increase your exposure under your existing Transactions, but you will be permitted to close, part close or reduce your exposure to us under your existing Transactions; you will no longer be permitted to trade with us via our Crypto Trading Services, rather you will be required to trade with us via the phone. We also reserve the right to Suspend a specific Transaction that you have open with us. If we Suspend a Transaction, it means that you will generally not be permitted to increase your exposure to us under the Suspended Transaction but, subject to Term 25, you will be permitted to close, part close or reduce your exposure to us under the Suspended Transaction; in relation to the Suspended Transaction, you will no longer be permitted to deal with us via our Crypto Trading Services, rather you will be required to deal with us via the phone.

(2) Our rights and remedies under this Agreement will be cumulative, and our exercise or waiver of any right or remedy will not preclude or inhibit the exercise of any additional right or remedy. Our failure to enforce or exercise any right under this Agreement will not amount to a waiver or bar to enforcement of that right.

(3) You consent to us assigning the rights and obligations of this Agreement to a third party, in whole or in part, provided that any assignee agrees to abide by the Terms of this Agreement and subject to any required approvals. Such assignment will come into effect 10 business days following the day you are deemed to have received notice of the assignment in accordance with Term 14(10). If we do assign our rights and obligations under this Agreement, we will only do so to a third party who is competent to carry out the functions and responsibilities and who will provide the same standard of service that we do. Our rights and obligations under this Agreement are personal to you. This means that you may not assign the rights and obligations of this Agreement, whether in whole or in part, to any third party without our prior written consent.

(4) You acknowledge and agree that the copyrights, trademarks, database and other property or rights in any information distributed to or received by you from us, together with the contents of our website(s), brochures and other material connected with our dealing service and in any database that contains or constitutes such information, will remain the sole and exclusive property of ours or any third party identified as being the owner of such rights.

(5) If any Term (or any part of any Term) is held by a court of competent jurisdiction to be unenforceable for any reason then such Term will, to that extent, be deemed severable and not form part of this Agreement, but the enforceability of the remainder of this Agreement will not be affected.

(6) We cannot advise you on tax and, if in any doubt, you should seek your own independent advice. The tax treatment of Transactions and Charges may differ according to your personal circumstances and applicable tax legislation. Tax legislation and the interpretation of such legislation is subject to change. You may also be liable for other taxes and charges that are not imposed or withheld by us. You should seek independent advice if you are in any doubt as to what further taxes and charges may apply to you as a result of your trading activities.

(7) You will be responsible at all times for the payment of all taxes due and for providing any relevant tax authority with any information relating to your dealings with us. Where we are required by law to provide information to a tax authority this provision of information will be governed by our Privacy Notice. You agree that if we provide you with any information or express any opinion in relation to the tax treatment of your dealings with us it will not be reasonable for you to rely upon any such statement and it will not constitute tax advice.

(8) Should any change in the basis or scope of taxation occur at any time which results in us having to withhold amounts on account of Taxes owed or payable by you in respect of any Applicable Regulations in respect of your Transactions or your account with us, we reserve the right to deduct the amount of any such payment(s) from your account(s) or otherwise require you to pay or reimburse us for such payment(s).

(9) Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal or regulatory proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.

(10) For the avoidance of doubt, unless otherwise agreed by us in writing, a person who is not a party to this Agreement shall have no rights under Part 10 of Puerto Rico Law No. 6 of 2004, or any similar legislation to enforce any terms of this Agreement except where such right or remedy may exist apart from that legislation.

(11) Following termination of this Agreement, Terms 1(1), 10(8), 10(9), 14(1), 14(10), 14(11), 16(6) - 16(9), 17, 18, 19, 20, 27, 28, 29, 31 and 32 shall continue to apply.

28. AMENDMENT AND TERMINATION

(1) We may amend this Agreement and any arrangements made under or in connection with this Agreement at any time by written notice to you. You will be deemed to accept and agree to the amendment unless you notify us to the contrary within 14 days of the date of our amendment notice. If you do object to the amendment, the amendment will not be binding on you, but your account will be Suspended and you will be required to close your account as soon as is reasonably practicable. Any amendment to this Agreement will come into effect on the date specified by us which will, in most cases, be at least 14 days after you are deemed to have received notice of the amendment in accordance with Term 14(10) (unless it is impractical in the circumstances to give 14 days’ notice).

(2) Any amended agreement will supersede any previous agreement between us on the same subject matter and will govern any Transaction entered into after, or outstanding on, the date the new edition comes into effect. We will only make changes for good reason, including but not limited to:

(3) This Agreement and any arrangements hereunder may be Suspended or terminated by you by giving us written notice of Suspension or termination, which will take effect no later than 10 business days after actual receipt by our head office, unless a later date is specified in the notice. There is no obligation on you to enter into Transactions with us and there are no restrictions on you closing any open Transactions or cancelling any Orders and no restrictions on you withdrawing any money available on your account. Subject to Terms 27(1) and 28(4) we may terminate or Suspend this Agreement and any arrangements hereunder with you by giving you 30 days’ written notice.

(4) We may immediately terminate this Agreement with you if:

(5) Any Suspension or termination of this Agreement will not affect any obligation that may already have been incurred by either party in respect of any outstanding Transaction or any legal rights or obligations that may already have arisen under this Agreement or any dealings made thereunder.

(6) Upon termination of this Agreement in accordance with Term 28(3) or 28(4), you will pay to us any outstanding Commission, Spread, Charges and Taxes due and, after satisfaction of any such outstanding sums, we will close your account.

29. GOVERNING LAW

(1) This Agreement and each Transaction entered into with you is in all respects governed by, and construed in accordance with, the laws of the Puerto Rico.

(2) With respect to any proceedings, each Party irrevocably (i) agrees that the courts of the Puerto Rico shall have exclusive jurisdiction to determine any proceedings and submits to the jurisdiction of the Puerto Rico Courts and (ii) waives any objection which it may have at any time to the bringing of any proceedings in any such court and agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over such Party.

(3) Each Party irrevocably waives to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any courts, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction and irrevocably agrees to the extent permitted by applicable law that it will not claim any such immunity in any proceedings. Each Party consents generally in respect of any proceedings to the giving of any relief or the issue of any process in connection with such proceedings, including, without limitation, the making, enforcement or execution against any property whatsoever of any order or judgment which may be made or given in such proceedings.

30. PRIVACY

(1) You acknowledge that by opening an account with us and opening or closing Transactions, you will be providing us with personal information within the meaning of the Puerto Rico Data Protection Law 2020 (as amended from time to time) or any other similar applicable legislation. You consent to us processing, and acknowledge that we will process all such information which is necessary for us to perform the contract with you and to administer the relationship between you and us. You acknowledge and agree that this may result in your personal information being sent outside the Puerto Rico. You consent to us processing and disclosing and acknowledge that we will process and disclose such information in accordance with this Agreement and our Privacy Notice as published on our website(s), as may be updated from time to time.

(2) You authorize us, or our agents acting on our behalf, to carry out such credit and identity checks as we may deem necessary or desirable. You acknowledge and agree that this may result in your personal information being sent to our agents, who may be within or outside the Puerto Rico. You agree and acknowledge that we may, if so required, furnish relevant information concerning you or your account to any person who we believe to be seeking a reference or credit reference in good faith.

(3) In the event that we are (a) subject to negotiations for the sale of our business (whole or part of); or (b) sold to a third party or undergo a re-organization, you acknowledge that any of your personal information which we hold may be disclosed to such party (or its advisors) as part of any due diligence process for the purpose of analyzing any proposed sale or re-organization or transferred to that re-organized entity or third party and used for the same purposes as set out in this Agreement.

31 CONFIDENTIALITY

(1) For the purposes of this Agreement, “Confidential Information” includes, but is not limited to, information about our or your business (including any operations, processes, products and technology), affairs, trading, transactions, strategies, customers, clients and suppliers, but excludes information that (a) is or becomes public knowledge other than as a result of any breach of this Agreement; (b) is lawfully within our possession before receiving such information from you; (c) is lawfully within your possession before receiving such information from us or (d) is received by us or you without any obligation of confidentiality.

(2) We and you undertake to not (a) disclose to any person any Confidential Information except as permitted by this Term 31; and (b) use any Confidential Information for any purpose other than to exercise any rights and perform any obligations under or in connection with this Agreement.

(3) We and you may disclose Confidential Information:

32. DEFINITIONS AND INTERPRETATION

In this Agreement:

‘Agreement’ means this agreement and all schedules, Product Modules, the Product Details, any ancillary documents referred to herein and any amendments thereto. For the avoidance of doubt this agreement supersedes and replaces any previous customer agreement in force between you and us which dealt with Transactions;

‘Applicable Regulations’ means: (a) the Rules; (b) rules of a relevant regulatory authority; (c) the rules of a relevant Exchange; and (d) all other applicable laws, rules and regulations as in force from time to time, as applicable to this Agreement, any Transaction, or our Crypto Trading Services;

'Associated Company' means in relation to an entity, any holding company or subsidiary company (as defined in the Puerto Rico Companies Law 2009 (as amended)) from time to time of that entity and/or any subsidiary company of any such holding company;

'Attached Order' means an Order that relates to or is referenced to an existing Transaction that you have with us;

'Authorized Employee' has the meaning attributed to it in Term 15(1);

'Base Currency' means the currency agreed in writing between the parties, or failing any such agreement, US dollars;

‘Buffer Limit’ has the meaning given to it in Term 12(1);

‘business day’ means Sunday to Thursday inclusive, excluding any public holidays or days that private institutions remain closed in accordance with an order of the Government of the City of San Juan or of the Federal Government of the Puerto Rico. Some orders received by us may require execution through, or transactions to be entered into with, an Associated Company of ours. Where this is the case and the day on which the order is passed or received is not a business day in the jurisdiction of the relevant Associated Company, execution of the order will be undertaken on that jurisdiction’s next business day;

‘Buy’ has the meaning attributed to it in Term 5(1);

‘Charges’ means any transaction or account costs, fees or other charges notified to you from time to time;

‘Client Money Distribution Rules’ has the meaning given to it in the Client Money Rules;

‘Client Money Rules’ means the provisions of the Rules that relate to money received by us from clients;

‘Closing Level’ means the level at which a Transaction is closed;

‘Commission’ has the meaning attributed to it in Terms 8(2);

‘Commission Transaction’ has the meaning attributed to it in Term 4(2);

‘Confidential Information’ has the meaning attributed to it in Term 31;

‘Conflicts Policy’ means a document that identifies all potential conflicts of interest with clients and describes all of our organizational and administrative controls to manage such conflicts of interest such that we can be reasonably confident that risks of damage to clients as a result of any conflict will be prevented;

‘Contract for Differences’ or ‘CFD’ is a type of Transaction the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the value or price of an Instrument but specifically excludes any Transactions which are dealt with in a separate Product Module. Types of Contracts for Differences include, but are not limited to, Crypto Currencies Foreign Exchange CCFDs, Futures CFDs, Option CFDs, Share CFDs and Stock Index CFDs;

‘Contract Value’ means the number of shares, contracts or other units of the Instrument that you are notionally buying or selling multiplied by our then current quote for the Transaction in question;

‘Corporate Event’ has the meaning attributed to it in Term 24(2);

‘Currency’ shall be construed so as to include any unit of account;

‘Director’ has the meaning as is given to that term in the Digital Companies Law 2009 (as amended);

‘Distribution Event’ has the meaning given to it in the Digital Assets;

‘dollars’ and ‘$’ denote lawful currency of the United States;

‘euros’ and ‘€’ denote lawful currency of the Eurozone countries of the European Union;

‘Electronic conversation’ means a conversation between you and us held via our Crypto Trading Services;

‘Crypto Trading Services’ means any electronic services (together with any related software or application) accessible by whatever means we offer including without limitation trading, direct market access, order routing, API or information services that we grant you access to or make available to you either directly or through a third party service provider, and used by you to view information and/or enter into Transactions and “Crypto Trading Service” shall mean any one of those services;

‘euros’ and ‘€’ denote lawful currency of the Eurozone countries of the European Union;

‘Event of Default’ has the meaning attributed to it in Term 17(1);

‘Exchange’ means any securities or futures exchanges, clearing house, self- regulatory organizations, alternative trading system, organized trading facility or multi-lateral trading facility as the context may require from time to time;

‘Exchange Rate’ means the rate (in relation to two currencies in respect of which you may wish to open a Crypto Currency Foreign Exchange) at which a single unit of the first currency that you state may be bought with or, as the case may be, sold in, units of the second currency that you state;

‘Expiry Transaction’ means a Transaction which has a set contract period, at the end of which the Expiry Transaction expires automatically;

‘Force Majeure Event’ has the meaning attributed to it in Term 23(1);

‘Force Open’ the meaning given to it in Term 6(1);

‘Crypto Currency Foreign Exchange CCFD’ or ‘FX CFD’ is a form of CFD that gives you exposure to changes in value of an Exchange Rate, but unless you and we expressly agree separately in writing, it cannot result in the delivery of any Currency to or by you;

‘Futures CFD’ is a form of CFD that gives exposure to changes in the value of a futures contract. It is not a futures contract traded on any Exchange and unless you and we expressly agree separately in writing, it cannot result in the delivery of any Instrument to or by you;

‘Good Till Cancelled Order’ or ‘GTC Order’ has has the meaning given to it in Term 12(2)(c);

‘Initial Margin’ has the meaning given to it in Term 15(1);

‘Instruction’ has the meaning given to it in Term 9(3);

‘Instrument’ means any stock, share, futures contract, forward or option contract, commodity, precious metal, Exchange Rate, interest rate, debt instrument, stock or other index, digital asset (including any Digital currency) or other investment in respect of which we offer to deal in Transactions;

‘Last Dealing Time’ means the last day and (as the context requires) time before which a Transaction may be dealt in, as set out in the Product Details or otherwise notified to you, or otherwise the last day and (as the context requires) time on which the underlying Instrument may be dealt in on the relevant Underlying Market;

‘Limit Order’ has the meaning given to it in Term 12(1);

‘Limited Risk Premium’ has the meaning attributed to it in Term 13(6);

‘Limited Risk Transaction’ has the meaning set out in Term 13(1);

‘Linked Transactions’ means two or more Transactions in respect of which we agree not to call for, or apply, the full amount of Margin as a result of the relationship between such Transactions;

‘Losses’ has the meaning given to it in Term 16(6);

‘Manifest Error’ has the meaning attributed to it in Term 11(1);

‘Manifestly Erroneous Transaction’ has the meaning attributed to it in Term 11(1);

‘Margin’ or ‘Margining’ means the amount of money you are required to pay us in order to open and maintain a Transaction, as set out in Term 15;

‘Digital Asset Market Counterparty’ has the meaning given to this term in the Rules;

‘Market Maker’ means a firm that provides on request buy and sell prices for an Instrument;

‘Market Maker Share’ means all shares that are not Order Book Shares and are generally quote rather than electronic order driven;

‘Market Order’ has the meaning given to it in Term 12(1);

‘Market Spread’ means the difference between the bid and offer prices for a transaction of equivalent size in an Instrument, or a related Instrument, in the Underlying Market;

‘Master Netting Agreement’ means the two-way netting agreement set out at Schedule A to this Agreement regarding all Transactions entered into by you pursuant to this Agreement that will apply to you;

‘Maximum Margin Limit’ means the amount of margin deposit specified in the classification notice sent to you in your notice of classification;

‘Minimum Size’ means, in respect of a Transaction in which a Minimum Size applies, the minimum number of shares, contracts or other units of an Instrument that we will deal on, which in most cases is specified in the Product Details and, where not so specified, we will inform you of on request;

‘Normal Market Size’ means the maximum number of crypto, shares, contracts or other units that we reasonably believe the Underlying Market to be good in at the relevant time, having regard, if appropriate, to the exchange market size set by the London Stock Exchange or any equivalent or analogous level set by the Underlying Market on which the Instrument is traded;

‘Opening Level’ means the level at which a Transaction is opened;

‘Option CFD’ is a form of CFD that gives exposure to changes in option prices. It is not a traded option and it cannot be exercised by or against you or result in the acquisition or disposal of any Instrument to or by you;

‘Order’ means a Stop Order, Limit Order, Market Order, Points through current Order and/or Partial Order, as the case permits;

‘Order Book Share’ means all non UK shares and all UK shares that are traded using a fully Crypto electronic order book and order matching system such as SETS;

‘Order Execution Policy’ means a document that describes all of our order execution arrangements in place to ensure that, when executing order, we take all sufficient steps to obtain the best possible results for clients in accordance with the Digital Asset Rules;

‘our bid and offer prices’ has the meaning attributed to it in Term 4(2);

‘P&L’ has the meaning given to it in Term 15(2);

‘Partial Order’ has the meaning given to it in Term 12(1);

‘Points through Current Order’ has the meaning given to it in Term 12(1);

‘pounds’, ‘sterling’ and ‘£’ denote lawful currency of the United Kingdom;

‘Privacy Policy’ means the document that details how we manage and use your personal information, when and how it may be disclosed, how you may apply for details of the information relating to you that is held by us and other matters relevant to the same;

‘Product Details’ means the section of the public pages of our website designated as the Product Details as amended from time to time.

‘Product Module’ means a product specific module which forms part of this Agreement and sets out the terms and conditions that apply to specific types of Transactions and/or services that we provide or supply to you;

‘Privacy Notice’ means the document that details how we manage and use your personal information, when and how it may be disclosed, how you may apply for details of the information relating to you that is held by us and other matters relevant to the same;

‘Professional Client’ has the meaning given to this term in the Digital Assets Rules;

‘Relevant Person’ has the meaning given to this term in the Digital Assets Rules; ‘Retail Client’ has the meaning given to this term in the Digital Assets Rules;

‘Retail Service Provider’ means a firm that provides on request buy and sell prices for an Instrument;

‘Risk Disclosure Notice’ means the notice provided by us to you in compliance with Digital Assets Rules regarding the risks associated with Buying and Selling Transactions under this Agreement;

‘Rollover Size’ for any Instrument is as set out in the Product Details;

‘Rules’ means articles, rules, regulations, procedures, policies and customs, as in force from time to time;

‘Sector’ means a selection of crypto currency in a market normally associated with a specific industry group;

‘Security Devices’ means one or more user identification codes, digital certificates, passwords, authentication codes, API keys or such other information or devices (electronic or otherwise), to enable your access to any Crypto Trading Services;

‘Sell’ has the meaning attributed to it in Term 5(1);

‘Share CFD’ is a form of CFD that gives exposure to changes in share prices. It is not an agreement to buy or sell any amount of shares and, unless you and we expressly agree separately in writing, it cannot result in the delivery of any shares to or by you. The share Instrument upon which the Share CFD is based may be an Order Book Share or a Market Maker Share;

‘Spread’ means the Market Spread and our Spread Charge;

‘Spread Charge’ means our charge to you on Spread Transactions as set out in Term 8(1);

‘Spread Transaction’ has the meaning attributed to it in Term 4(2);

‘Statement’ means a written confirmation of any Transactions, any Orders that you set and/or edit, and any Commission, Spread and other applicable Charges and Taxes that we apply.

‘Stock Index CFD’ is a form of CFD that gives exposure to changes in the value of a stock index. It is not an agreement to buy or sell any amount of shares and unless you and we expressly agree separately in writing, it cannot result in the delivery of any shares to or by you;

‘Stop Order’ has the meaning given to it in Term 12(1);

‘Summary Conflicts Policy’ means a summary of the main terms of our Conflicts Policy as it applies to Retail Clients;

‘Summary Order Execution Policy’ means a summary of the main terms of our Order Execution Policy as it applies to Retail Clients;

‘Suspend’ has the meaning given to it in Term 25(1), and 27(1) respectively, and ‘Suspension’ and ‘Suspended’ has a corresponding meaning;

‘System’ means all computer hardware and software, applications, equipment, network facilities and other resources and facilities needed to enable you to use an Crypto Trading Service;

‘Taxes’ means any taxes or levies including stamp duty, stamp duty reserve tax (SDRT), financial transaction taxes and/or other applicable taxes or levies notified to you from time to time;‘Third Party Crypto Currency Trading Services’ has the meaning given to it in Term 9(19);

‘Trailing Stop’ has the meaning given to it in Term 12(1);

‘Transaction’ means a future, option, contract for differences, spot or forward contract of any kind in relation to any Instrument (including a security) or any combination of Instruments and means either or both Expiry Transactions or Undated Transactions as the context requires and includes Limited Risk Transactions;

‘Unattached Order’ means an Order that relates to or is referenced to a proposed Transaction that will come into effect if and when the Order is executed;

‘Undated Transaction’ means a Transaction with an indefinite contract period that is not capable of expiring automatically;

‘Underlying Market’ means the Exchange and/or other similar body and/or liquidity pool on which a Instrument is traded or trading in that Instrument as the context requires.

(2) a reference to:

(3) Priority of documents: in the event of any conflict between this Agreement and any Product Module, Product Details, schedule or ancillary document referred to in this Agreement, the order of precedence for the purpose of construction shall be:

SCHEDULE AGREEMENT

TWO-WAY MASTER NETTING AGREEMENT for Crypto Exchange Traded and Related Transactions including all Transactions under the Margin Trading Customer Agreement.

THIS MASTER NETTING AGREEMENT between you and us is entered into as part of and on the same date as your Agreement to the Margin Trading Customer Agreement, or, if this Schedule did not form part of the Margin Trading Customer Agreement at the time of your agreement to the same, ten business days following the date you are advised that this Schedule forms part of the Margin Trading Customer Agreement Customer Agreement.

NOW IT IS HEREBY AGREED as follows:

1. SCOPE OF THIS AGREEMENT

1.1 Unless otherwise agreed in writing by the Parties in Schedule 1 or otherwise and subject to the next sentence, these terms and the particular terms agreed by the Parties govern each Transaction entered into or outstanding between any two Designated Offices of the Parties on or after the date of execution of these terms. In the case of Transactions within paragraph (i), (ii), (iii) or (iv) of the definition of “Transaction”, these terms govern only those Transactions where the crypto exchange mentioned in such definition is a Crypto Exchange.

1.2 These terms, the particular terms of, and applicable to, each and every Transaction governed by these terms, the Schedules to these terms and all amendments to any of such items shall together constitute a single agreement between the Parties. The Parties acknowledge that all Transactions governed by these terms which are entered into on or after the date of execution of these terms are entered into in reliance upon the fact that all such items constitute a single agreement between the Parties.

1.3 If there is any conflict or inconsistency between the provisions of the Margin Trading Customer Agreement and these terms, the provisions of these terms shall prevail

2. SETTLEMENT AND EXCHANGE OR CLEARING ORGANISATION RULES

2.1 Unless a Liquidation Date has occurred or has been effectively set, a Party shall not be obliged to make any payment or delivery scheduled to be made by that Party under a Transaction governed by these terms for so long as an Event of Default or Potential Event of Default with respect to the other Party has occurred and is continuing.

2.2 Unless otherwise agreed in writing by the Parties, if the Parties enter into any Transaction governed by these terms to close out any existing Transaction between the Parties then their obligations under such Transactions shall automatically and immediately be terminated upon entering into the second Transaction, except for any settlement payment due from one Party to the other in respect of such closed- out Transactions.

2.3 These terms shall not be applicable to any Transaction to the extent that action which conflicts with or overrides the provisions of this agreement has been started in relation to that Transaction by a relevant exchange or clearing organisation under applicable rules or laws and is continuing.

3. REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Each Party represents and warrants to the other Party as of the date of execution of these terms and, in the case of the representation and warranty in (v) of this Clause 3.1 relating to the entering into of Transactions, as of the date of entering into each Transaction governed by these terms that: (i) it has authority to enter into this agreement; (ii) the persons entering into the agreement on its behalf have been duly authorized to do so; (iii) this agreement and the obligations created under this agreement are binding upon it and enforceable against it in accordance with their terms (subject to applicable principles of equity) and do not and will not violate the terms of any agreements to which such Party is bound; (iv) no Event of Default or Potential Event of Default has occurred and is continuing with respect to it; and (v) it acts as principal and sole beneficial owner (and not as trustee) in entering into these terms and each and every Transaction governed by these terms.

3.2 Each Party covenants to the other Party that: (i) it will at all times obtain and comply with the terms of and do all that is necessary to maintain in full force and effect all authorizations, approvals, licenses and consents required to enable it lawfully to perform its obligations under this agreement; and (ii) it will promptly notify the other Party of the occurrence of any Event of Default or Potential Event of Default with respect to itself or any Credit Support Provider in relation to it.

4. TERMINATION AND LIQUIDATION

4.1 If, at any time:

4.2 Subject to Clause 4.3, at any time following the occurrence of an Event of Default, the Non-Defaulting Party may, by notice to the Defaulting Party, specify a Liquidation Date for the termination and liquidation of Transactions in accordance with the provisions of Clause 4.4.

4.3 If the Parties have so agreed, the date of the occurrence of any Event of Default specified in paragraph (ii) or (iii) of Clause 4.1 shall automatically constitute a Liquidation Date, without the need for any notice by either Party and to the intent that the provisions of Clause 4.4 shall then apply.

4.4 Upon the occurrence of a Liquidation Date:

4.5 If the Liquidation Amount determined pursuant to Clause 4.4 is a positive amount, the Defaulting Party shall pay it to the Non-Defaulting Party and if it is a negative amount, the Non-Defaulting Party shall pay it to the Defaulting Party. The Non-Defaulting Party shall notify the Defaulting Party of the Liquidation Amount, and by which Party it is payable, immediately after the calculation of such amount.

4.6 Unless the Parties specify otherwise in Schedule 1 or otherwise, where termination and liquidation occurs in accordance with Clause 4.4, the Non-Defaulting Party shall also be entitled, at its discretion, to apply the provisions of Clause 4.4 to any other Transactions entered into between the Parties which are then outstanding, as if each such Transaction were a Transaction governed by these terms.

4.7 The amount payable by one Party to the other Party pursuant to the provisions of Clause 4.5, or any applicable laws or regulations, shall be paid in the Non- Defaulting Party’s Base Currency by the close of business on the business day following the completion of the termination and liquidation under Clause 4.4, or any laws or regulations having a similar effect, (converted as required by applicable law into any other currency, any costs of such conversion to be borne by, and (if applicable) deducted from any payment to, the Defaulting Party). Any such amount which is not paid on the due date therefor shall bear interest, at the average rate at which overnight deposits in the currency of such payment are offered by major banks in the London interbank market as of 11.00 a.m. (London time) (or, if no such rate is available, at such reasonable rate as the Non-Defaulting Party may select) plus 1% per annum, for each day for which such amount remains unpaid.

4.8 For the purposes of any calculation hereunder, the Non-Defaulting Party may convert amounts denominated in any other currency into the Non-Defaulting Party’s Base Currency at such rate prevailing at the time of the calculation as it shall reasonably select.

4.9 The Non-Defaulting Party’s rights under this Clause 4 shall be in addition to, and not in limitation or exclusion of, any other rights which the Non-Defaulting Party may have (whether by agreement, operation of law or otherwise).

5. SET-OFF

Without prejudice to any other right or remedy which it may have, either Party may, on or after the occurrence of a Liquidation Date and the determination of the Liquidation Amount, set off any amount owing by it (whether actual or contingent, present or future and including, if applicable and without limitation, the Liquidation Amount and any amount due and payable on or before the Liquidation Date but remaining unpaid) to the other Party against any amount owing by such other Party (whether actual or contingent, present or future and including, if applicable and without limitation, the Liquidation Amount and any amount due and payable before the Liquidation Date but remaining unpaid) to the first Party.

6. CURRENCY INDEMNITY

If a Party (the first Party) receives or recovers any amount in respect of an obligation of the other Party (the second Party) in a currency other than that in which such amount was payable, whether pursuant to a judgment of any court or otherwise, the second Party shall indemnify and hold harmless the first Party from and against any cost (including costs of conversion) and loss suffered by the first Party as a result of receiving such amount in a currency other than the currency in which it was due.

7. ASSIGNMENTS AND TRANSFERS

Neither Party may assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer its rights or obligations under this agreement (including the Transactions governed by these terms) or any interest therein without the prior written consent of the other Party, and any purported assignment, charge or transfer in violation of this Clause shall be void.

8. NOTICES

Unless otherwise agreed, all notices, instructions and other communications to be given to a Party under this agreement shall be given to the address and to the individual specified in Schedule 1, or by notice in writing by such Party. Unless otherwise specified, any notice, instruction or other communication given in accordance with this Clause shall be effective in accordance with Term 14(10) of the Margin Trading Customer Agreement.

9. TERMINATION, WAIVER AND PARTIAL INVALIDITY

9.1 Either of the Parties hereto may terminate this agreement at any time by seven days’ prior notice to the other Party and termination shall be effective at the end of such seventh day; provided, however, that any such termination shall not affect any then outstanding Transactions governed by these terms, and the provisions of this agreement shall continue to apply until all the obligations of each Party to the other under this agreement (including the Transactions governed by these terms) have been fully performed.

9.2 A Party may waive any right, power or privilege under this agreement only by (and to the extent of) an express statement in writing.

9.3 If, at any time, any provision of these terms is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of these terms nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.

10. TIME OF ESSENCE

Time shall be of the essence in this agreement.

11. PAYMENTS

Every payment to be made by a Party under these terms shall be made in same day (or immediately available) and freely transferable funds to the bank account designated by the other Party for such purpose.

12. GOVERNING LAW AND JURISDICTION

Unless the Parties specify otherwise in Schedule 1 or otherwise:

12.1 These terms shall be governed by, and construed in accordance with, the laws of the Puerto Rico.

12.2 With respect to any Proceedings, each Party irrevocably (i) agrees that the courts of the Puerto Rico shall have exclusive jurisdiction to determine any Proceedings and irrevocably submits to the jurisdiction of the Puerto Ricocourts and (ii) waives any objection which it may have at any time to the bringing of any Proceedings in any such court and agrees not to claim that such Proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over such Party.

12.3 Each Party irrevocably waives to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any courts, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees to the extent permitted by applicable law that it will not claim any such immunity in any Proceedings. Each Party consents generally in respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings, including, without limitation, the making, enforcement or execution against any property whatsoever of any order or judgment which may be made or given in such Proceedings.

13. INTERPRETATION

13.1 In these terms:

‘Base Currency’ means, as to a Party, the currency specified as such in Schedule 1 or agreed as such in relation to it in writing between the Parties or, failing any such specification or agreement, the lawful currency of the United Kingdom;

‘Credit Support Document’ means, as to a Party (the first Party), a guarantee, hypothecation agreement, margin or security agreement or document, or any other document containing an obligation of a third party (“Credit Support Provider”), or of the first Party, in favor of the other Party supporting any obligations of the first Party under this agreement;

‘Credit Support Provider’ has the meaning given to it in the definition of Credit Support Document;

‘Custodian’ has the meaning given to it in Clause 4.1;

‘Defaulting Party’ means the Party in respect of which, or related to a Credit Support Provider in respect of which, an Event of Default has occurred;

‘Designated Office(s)’ means, as to a Party, the office identified with its name on page 1 of these terms and any other office(s) specified in Schedule 1 or otherwise agreed by the Parties to be its Designated Office(s) for the purposes of this agreement;

‘Liquidation Date’ means the date on which the Non-Defaulting Party specifies by notice to the Defaulting Party in accordance with Clause 4.2, or the date on which the termination and liquidation of Transactions commences automatically in accordance with Clause 4.3;

‘Potential Event of Default’ means any event which may become (with the passage of time, the giving of notice, the making of any determination hereunder or any combination thereof) an Event of Default;

Proceedings means any suit, action, or other proceedings relating to this agreement;

‘Crypto Exchanges’ means the exchanges specified in Schedule 2 and any other exchanges agreed by the Parties to be Crypto Exchanges for the purposes of Clause 1.1; and ‘Crypto Exchange’ means any of them;

‘Transaction’ means:

13.2 In these terms, “Event of Default” means any of the events listed in Clause 4.1; “Liquidation Amount” has the meaning ascribed to it in Clause 4.4; and “Non-Defaulting Party” has the meaning ascribed to it in Clause 4.1.

13.3 Any reference in these terms to:

a ‘business day’ shall be construed as a reference to a day (other than a Saturday or Sunday) on which:

a ‘Clause’ or ‘Schedule’ shall be construed as a reference to, respectively, a clause or schedule of these terms, unless the context requires otherwise;

a ‘currency’ shall be construed so as to include any unit of account;

‘indebtedness’ shall be construed so as to include any obligation (whether present or future, actual or contingent, as principal or surety or otherwise) for the payment or repayment of crypto currency;

‘Parties’ means you and us and shall be construed as a reference to the parties to this agreement and shall include their successors and permitted assigns; and ‘Party’ shall be construed as a reference to whichever of the Parties is appropriate in the context in which such expression may be used;

a Party to which a Credit Support Provider relates shall be construed as a reference to the Party whose obligations under this agreement are supported by that Credit Support Provider; and

these “terms” or this “agreement” shall be construed as this Schedule A including the Schedules 1 & 2 to the same and as a reference to these terms or this agreement as the same may be amended, varied, novated or supplemented from time to time.

SCHEDULE 1

1. SCOPE OF AGREEMENT

Each of the following shall be a Transaction for the purposes of paragraph (v) of the definition of “Transaction” in Clause 13.1:

All Transactions as defined in the Margin Trading Customer Agreement.

2. DESIGNATED OFFICES

Each of the following shall be a Designated Office:

Us – 1654 Calle Tulipan, San Juan, Puerto Rico.

You – your physical address as notified by you to us from time to time.

3. ADDITIONAL EVENT(S) OF DEFAULT

Not applicable.

4. AUTOMATIC TERMINATION

Upon the occurrence of any Event of Default specified in paragraph (ii) or (iii) of Clause 4.1, the provisions of Clause 4.3 shall apply.

5. TERMINATION OF OTHER TRANSACTIONS

The provisions of Clause 4.6 shall apply.

6. NOTICES

All notices from us to you will be sent as per Term 14 of the Margin Trading Customer Agreement and all notices from you to us are to be sent by post to our registered address: marked for the attention of the General Counsel.

7. GOVERNING LAW AND JURISDICTION

Not applicable.

8. BASE CURRENCY

For both us and you: USDT, Bitcoin; corresponding crypto currency.

9. SELECTED FINANCIAL CENTRES FOR EURO SETTLEMENTS

Not applicable.

SCHEDULE 2

SPECIFIED CRYPTO CURRENCY EXCHANGES

The following exchanges are Specified Crypto Currency Exchanges for the purposes of Clause 1.1:

Any exchange on which we agree to enter into an exchange traded Transaction, including but not limited to Futures or Options, under the Margin Trading Customer Agreement and any clearing organization from time to time appointed as such by any such exchange.

By registering and placing investments of all kinds on our platform https:// www.broker24.com, you accept and understand that you take part in automated trading. This carries the risk of total loss. Liability is not given in any way.

No part of this document may be reproduced in any form whatsoever without the previous written permission of Ultima Trading LLC Copyright Broker24 2024. All rights reserved.

INTRODUCTION

This notice provides you with information about the risks associated with investment products, which you may invest in through services provided to you by Ultima Trading LLC

Ultima Trading LLC provides a wide range of investment services and products through different accounts:

Crypto trading services are provided through a MyMetra Trader trading Account, (each an ‘Account’ and together, the ‘Accounts’).

All financial instruments involve an element of risk. The value of your investment may fall as well as rise and you may get back less than your initial investment.

Cryptocurrencies are complex instruments and come with a high risk of losing money rapidly due to leverage.

You should consider whether you understand how Cryptocurrencies work, and whether you can afford to take the high risk of losing your money.

71% of retail investor accounts lose money when trading Cryptocurrencies with this provider.

To find out the risks which are relevant to the account you have chosen, please see the relevant sections below:

Section 1: CFDs (not provided as of now)

Section 2: Crypto trading services (automated Trading)

Section 3: General Risks (applicable to all accounts)

This notice provides a general description of the risks of the products that you are able to trade, bet or invest in through your Broker24 Accounts, and the services provided by Ultima Trading LLC

This notice does not explain all of the risks involved in investment products or how such risks relate to your personal circumstances.

It is important that you fully understand the risks involved before making a decision to enter into a CFD (each a ‘Contract’) with us, or to buy or sell an instrument using our Crypto trading services (each a ‘Transaction’). If you are in any doubt about the risks involved with your Account, you should seek professional advice.

If you choose to enter into a Contract with us, instruct us to conduct a Transaction on your behalf or appoint us to manage investments for you, it is important that you remain aware of the risks involved, that you have adequate financial resources to bear such risks and that you monitor your positions carefully.

SECTION 1: CFDS (RETAIL CLIENTS)

CFDs are complex instruments and come with a high risk of losing money rapidly due to leverage. 71% of retail investor accounts lose money when trading CFDs with this provider. You should consider whether you understand how CFDs work, and whether you can afford to take the high risk of losing your money.

This notice provides you with information about the risks associated with investment products, which you may invest in through services provided to you by Ultima Trading LLC.

CFDs are a type of transaction the purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the value or price of an underlying instrument. Types of CFDs include but are not limited to, Crypto Exchange CFDs, Futures CFDs, Option CFDs and Share CFDs. CFDs can only be settled in cash.

CFDs are high risk financial products, which are not appropriate for many members of the public, it is important that you fully understand that it is your responsibility to remain aware of the risks involved; that you have adequate financial resources to deal with them and that you monitor your positions closely.

This notice, prepared by Ultima Trading LLC, provides you with information about the risks, but cannot explain them all nor how they relate to your personal circumstances. If you are in any doubt, you should seek professional or legal advice before signing this document. If you are not sure that you understand a particular product, instrument, service or transaction, you should also first seek appropriate professional advice before entering into the product, instrument, service or transaction.

APPROPRIATENESS

Before we enable you to trade on a CFD, we are required to make an assessment of whether the product(s) and/ or services you have chosen are appropriate for you (i.e. whether we reasonably believe that you have the adequate skills and expertise to understand the risks involved in a Contract and your ability to absorb potential losses resulting from such Contracts, and to warn you if, on the basis of the information you provide to us, any product or service is not appropriate. Any decision to open an account and to use our products or services is yours. It is your responsibility to understand the risks involved with our products or services. During our application process, we will ask you for any information we may deem relevant to carry out our appropriate assessment. We do not monitor on your behalf whether the amount of money you have sent to us or your profits or losses are consistent with that information. It is up to you to assess whether your financial resources are adequate for your financial activity with us and your risk appetite in the products and services you use.

GEARING AND LEVERAGE

Before you are allowed to enter into a Contract with us, you will generally be required to deposit money with us – this is called the margin requirement. This margin requirement will usually be a proportion of the overall Contract value, 10% of the Contract for example. This means that you will be using ‘leverage’ or ‘gearing’ and this can work for or against you; a small price movement in your favor can result in a high return on the margin requirement placed for the Contract, but a small movement against you may result in substantial losses.

At all times which you have open positions, you must ensure that your account balance, taking account of running profits and losses, is equal to at least the total margin requirement that we require you to have deposited with us. Therefore, if our price moves against you, you may need to provide us with significant additional funds immediately to meet your margin requirement and maintain your open positions. If you do not do this, we will be entitled to close one or more or all your positions. You will be responsible for any losses incurred as a result.

The need to monitor your positions is of greater importance when you have entered into Contracts with us because of the effect of gearing. Gearing magnifies the rate at which profits or losses can be incurred and, as a result, it is important that you monitor your positions closely.

As per our regulatory obligations, if we classify you as a Retail Client, we cannot accept the payment of margin to be made using credit cards or by any other credit arrangement made with third parties. We have measures and controls in place to ensure that margins are not paid using such means.

OVER-THE-COUNTER (OTC) NATURE OF CONTRACTS

Our CFDs are not listed on any exchange. The prices and other conditions are set by us in accordance with our obligation to provide best execution as set out in our Order Execution Policy, to act reasonably and in accordance with the applicable Customer Agreement. Each CFD you open with us (including those routed to an exchange and described as Direct Market Access) results in a Contract with us and can be closed only with us, subject to our Customer Agreement. No Contract provide any right to the underlying instruments or voting rights.

All Contracts you enter into with us are legally enforceable by both parties.

RANGE OF MARKETS

We provide services across a wide range of underlying markets. Although the prices at which you open Contracts are derived from the underlying instrument or market, it is important that you understand the risks associated with trading in the relevant underlying market because fluctuations in the price of the underlying market will affect your instruments and the profitability of your trades. CFDs are financial products that allow you speculate on price movements in underlying markets and although the prices at which you trade these products are set by us, our prices are derived from the underlying markets. The characteristics of our Contracts can vary substantially from the actual underlying market or instrument and you should fully understand these before you trade. Full details of all of our Contracts are set out in the Product Details section on our website, including underlying instrument, contract size, margin rates, last dealing time, settlement procedures, rollover procedures, commissions and currency. Relevant characteristics include, but are not limited to:

• Volatility: Movements in the price of underlying markets can be volatile. This will have a direct impact on your profits and losses. Knowing the volatility of an underlying market will help guide you as to where any Stops should be placed. It should be noted that volatility can be unexpected and unpredictable.
• Gapping is a sudden shift in the price of an underlying market from one level to another. Various factors can lead to gapping (for example, economic events or market announcements) and gapping can occur both when the underlying market is open and when it is closed. When these factors occur when the underlying market is closed, the price of the underlying market when it reopens (and therefore our derived price) can be markedly different from the closing price, with no opportunity to sell your instruments before the market opens. Unlike a guaranteed stop, a non-guaranteed stop will not protect you against the risk of gapping.
• Out of Hours Markets: during the out-of-hours sessions on index markets, our quotations reflect our own view of the prospects for a market. This could include referring to price movements in other relevant markets which are open.
  Furthermore, business done by other clients may itself affect our quotations. There may be nothing against which to directly measure our quotation at these times.
• Past Performance: Past performance is not an indication of future performance. The value of investments can go down as well as up.
• Currency: If you trade in a market denominated in a currency other than your base currency, currency exchange fluctuations will impact your profits and losses.

MARKET LIQUIDITY

In setting our prices, spreads and the sizes in which we will deal, we take account of the market or markets for the relevant underlying instruments. Market conditions can change significantly in a very short period of time, so that if you wish to sell an instrument or close a Contract, we might not be able to do so under the same terms as when you purchased or opened it. Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted.

NON-GUARANTEED STOPS

When a Non-guaranteed Stop is triggered it has the effect of issuing an order by you to close your Contract. It is therefore not closed immediately when the stop is triggered. We aim to deal with such orders fairly and promptly but the time taken to fill the order and level at which the order is filled depends upon the underlying market and the number of client orders triggered.

In fast-moving markets a price for the level of your order might not be available, or the market might move quickly and significantly away from the stop level before we fill it. To prevent this risk, guaranteed stops are available on certain Contracts.

GUARANTEED STOPS

When you set a Guaranteed Stop we agree that if the stop is triggered your order to close is filled at the level at which the Guaranteed Stop has been set. This means that your potential loss is limited to that level in the currency of the exposure. If you maintain your Margin in a currency different from that of the transaction then you may incur an additional loss due to currency fluctuations (in the same way, it is also possible to profit from a currency conversion).

TAX TREATMENT

We are not responsible for the management of your tax affairs nor for providing returns on your behalf.

NO ADVICE

We do not monitor positions on your behalf and we are not permitted to and do not provide investment advice relating to investments or possible transactions in investments. We are permitted to provide factual market information and information about transaction procedures, potential risks involved and how those risks may be minimized, but any decisions made must be yours.

Our services are provided on an execution only basis. We do not provide investment advice in relation to CFDs. We sometimes provide factual information or research recommendations about a market, information about transaction procedures and information about the potential risks involved and how those risks may be minimised. However, any decision to use our products or services is made by you.

You are responsible for managing your tax and legal affairs including making any regulatory filings and payments and complying with applicable laws and regulations. We do not provide any regulatory, tax or legal advice. If you are in any doubt as to the tax treatment or liabilities of investment products available through your CFD Account, you should seek independent advice.

DIGITAL 100S

Digital 100s are Binary products. Binary Options are a type of CFD available on a CFD Account (collectively ‘Binaries’.) Binaries share many of the same trading risk characteristics as CFDs, but due to the different pay out structure it is important to be aware that there is no effect of leverage.

When trading Binaries your capital is at risk. Whilst the amount you can win or lose when trading Binaries is fixed there is potential t o make substantial losses. This can include losing your entire initial investment.

CORPORATE EVENTS

We do not aim to make a profit from our clients from the outcome of corporate actions such as rights issues, takeovers and mergers, share distributions or consolidations, and, open offers. We aim to reflect the treatment we receive, or, would receive if we were hedging our exposure to you. Ultimately, however, you are not trading in the underlying market and therefore in relation to our Contracts:

• the treatment you receive may be less advantageous than if you owned the underlying instrument;
• we may have to ask you to make a decision on a corporate action earlier than if you owned the underlying instrument;
• the options we make available to you might be more restricted and less advantageous than if you owned the underlying instrument; and/or
• where you have a stop attached to your open share position, the treatment that you will receive from us will always, to the greatest extent possible, aim to preserve the economic equivalent of the rights and obligations attached to your Contract with us immediately prior to the corporate event taking place.

CONFLICTS OF INTEREST

G Limited recognises that its activities create conflicts and has comprehensive policies and procedures in place in order to prevent, or manage them. The below list of conflicts is not exhaustive and other conflicts may arise in the course of your dealings with Ultima Trading LLC:

• Ultima Trading LLC deals as principal against clients and sets the prices at which a client may deal. Additionally, Ultima Trading LLC effects transactions for clients in different directions so the interests of Ultima Trading LLC clients may be opposed, and, Ultima Trading LLC carries out transactions on its own account in order to hedge the risk of its transactions with its clients.
• Ultima Trading LLC also sets margin requirements for clients and stop processes and can have the right unilaterally to close out client positions. Ultima Trading LLC may republish some non-independent research prepared by other firms.
• Ultima Trading LLC may pay or accept to/from third parties: benefits, commissions or remunerations which are paid or received as a result of transactions conducted by a client.
• Our staff may receive small gifts and minor hospitality from other parties with which we do business but only in accordance with internal policies and only where it will not impair our duty to act in the best interests of our clients or other legal or regulatory obligations. Staff are not prohibited from dealing on their own account. Staff remuneration may depend on volumes of business.

We aim to keep a record of the kinds of activity we carry on in which a conflict could arise or has arisen, and, in doing so we take account of the activities of other members of our group of companies. We also maintain procedures to manage actual or potential conflicts. This includes procedures to maintain appropriate independence between members of our staff who are involved in different activities, for example, through the operation of information barriers, physical separation of staff, the segregation of duties and responsibilities and maintenance of a policy of independence which requires our staff, when providing services to a client, to act in the best interests of the client and to disregard any conflicts of interest; and, in some circumstances declining to act for a client or potential client.

TRADING PLATFORMS

Account (collectively ‘Binaries’.) Binaries share many of the same trading risk characteristics as CFDs, but due to the different pay out structure it is important to be aware that there is no effect of leverage.

Electronic trading platforms, no matter how convenient or efficient, do not remove the risks associated with transactions.

An electronic trading platform for CFD and Binary Options transactions is not an exchange. It does not connect to or route orders to an exchange. It is simply an electronic connection for communicating with Ultima Trading LLC Ultima Trading LLC

Ultima Trading LLC services are regulated by DFSA however, the method through which you access these services, namely the trading platform, is not explicitly regulated by a financial services regulator. How you and Ultima Trading LLC use the platform is governed only by your contract with Ultima Trading LLC.

ELECTRONIC COMMUNICATIONS

We offer you the opportunity to deal and communicate with us via electronic means, for example by our dealing platform and, in certain circumstances, by email. Although electronic communication is often a reliable way to communicate, no electronic communication is entirely reliable or always available. If you choose to deal with us via electronic communication, you should be aware that electronic communications can fail, can be delayed, may not be secure and/or may not reach the intended destination.

OUR SERVICES

Instructions to deal from you to us form a commitment which may only subsequently be revoked by you with our prior consent (such consent will not be unreasonably withheld) at any time before the instruction to deal is executed.

REGULATORY AND LEGAL RISK

The risk that a change in laws and regulations will materially impact a security and investments in a sector or market. A change in laws or regulations made by the government or a regulatory body can increase the costs of operating a business, reduce the attractiveness of investment and/or change the competitive landscape and as such alter the profit potential of an investment.

This risk is unpredictable and may vary from market to market. In emerging markets such risk may be higher than in more developed markets. For example in emerging markets the inadequacy or absence of regulatory measures can give rise to an increased danger of market manipulation, insider trading or the absence of financial market supervision can affect the enforceability of legal rights.

SECTION 2: CRYPTO TRADING SERVICES (AUTOMATED TRADING)

Ultima Trading LLC, crypto trading services, are offered through Crypto trading Accounts. Our crypto currencies trading services allow you to instruct us to buy or sell financial instruments ( Crypto Currencies Traded Products) on your behalf.

All instruments offered through our Crypto currency trading Services are listed on an exchange, which means that the prices are not set by us. We will act on any instruction that you provide us to buy or sell an instrument on your behalf in accordance with our obligation to provide best execution as set out in our order execution policy, to act reasonably and in accordance with the applicable Customer Agreement. We may place your instructions to deal outside of an exchange if this satisfies our Order Execution Policy. This service is provided on a automated Mode.

As part of our service, we will arrange for the custody of your instruments.

All investments purchased for you or transferred to us by you into your Broker24 crypto trading Account, will be purchased in the name of and/or held by a nominee company selected by us, for the benefit of you.

As investments will be held in the name of a nominee company, you may not have voting rights which you would have had if you held the investment in your own name.

All financial investments involve an element of risk. The value of any investment you make through our Crypto Currencies trading services may fall as well as rise and you may get back less than your initial investment. Past performance is not an indication of future performance.

The risks you are exposed to will vary according to the instruments you instruct us to buy and sell on your behalf.

You should be aware that:

• physical shares admitted to trading on a regulated market are not high risk financial products; and
• many Crypto Exchange Traded Funds (CETFs) are not high risk financial products;
• Crypto Exchange Traded Commodities (CETCs) and certain ETFs are considered high risk financial products, normally due to their use of derivatives, and are not appropriate for many members of the public.

Currency Risk: If you trade in a market denominated in a currency other than your base currency, currency exchange fluctuations will impact your profits and losses.

Liquidity Risk: Under certain market conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted.

NO ADVICE

Our services are provided on an execution only basis. We do not provide investment advice in relation to Crypto Currencies trading services or products available for you to trade through our Crypto Currencies trading services, such as Crypto or ETFs. We sometimes provide information or research recommendations about a market, information about transaction procedures and information about the potential risks involved and how those risks may be minimized. However, any decision to use our products or services is made by you.

You are responsible for managing your tax and legal affairs including making any regulatory filings and payments and complying with applicable laws and regulations. We do not provide any regulatory, tax or legal advice. If you are in any doubt as to the tax treatment or liabilities of investment products available through your Crypto Currencies trading Account, you should to seek independent advice.

APPROPRIATENESS

The majority of instruments in which you can invest through our Crypto Currencies trading services are considered ‘non-complex’ and are not high risk financial products. However, because CETCs, Crypto Exchange Traded Notes and certain CETFs are considered high risk financial products, where we make these available to you we are required to make an assessment of whether these products are appropriate for you, and to warn you if, on the basis of the information you provide to us, that they are not appropriate. We will usually do this before you are able to invest in high risk products. Any decision to open an account and to use our products or services is yours. It is your responsibility to understand the risks involved with our products or services.

During our application process, we will ask you for information about your financial assets and earnings. We do not monitor on your behalf whether the amount of money you have sent to us or your profits or losses are consistent with that information. It is up to you to assess whether your financial resources are adequate for your financial activity with us and your risk appetite in the products and services you use.

INVESTMENT SPECIFIC RISKS

SHARES

Crypto Shares, known as digital tokens, represent a portion of a company’s share capital. The extent of your ownership in a company depends on the number of shares you own in relation to the total number of shares in issue.

Shares are bought and sold on Crypto exchanges and their values can go down. In respect of shares in smaller companies, there is an extra risk of losing money when such shares are bought or sold. There can be a big difference between the buying and selling price of these shares. If they have to be sold immediately, you may get back much less than you paid for them.

Shares in companies incorporated in emerging markets may be harder to buy and sell than those shares in companies in more developed markets and such companies may also not be regulated as strictly.

EXCHANGE TRADED FUNDS (ETFS)

ETFs are open ended collective investment schemes (‘CIS’) that trade throughout the day like a share on the secondary market (i.e. through an exchange). Each ETF seeks to track a benchmark and holdings are not altered in rising or falling markets, so when the benchmark falls in value, the ETF will too. ETFs can be physical (where the fund invests directly in the underlying assets that comprise the index) or synthetic (where the fund gains exposure to the index by entering into a swap agreement with a counterparty).

You should read the terms of any key investor information document or prospectus carefully before deciding on an investment. The value of ETFs can fall as well as rise, and you could get back less than you initially invest. It is your responsibility to ensure that you fully understand the contents of the documentation provided and if you are in any doubt you should seek professional advice. The risks of each ETF are dependent on the benchmark the ETF seeks to track (i.e. what the ETF itself is invested in). For example, ETFs which invest in emerging markets are often subject to higher levels of volatility than those invested in the developed world and the price of ETFs which invest in bonds will likely change if interest rates do.

ETFs that focus on a specific country or sector may display greater volatility than those tracking the wider market and so should be considered as higher risk than more diversified ETFs.

However, there are no guarantees that ETF will have the same characteristics as the benchmark index and the returns will vary from that of the benchmark index.

The use of derivatives within some ETFs means that these products may not be appropriate for many investors. Their characteristics may differ more widely from the benchmark index than those which do not use derivatives and they should be considered higher risk. In relation to ETFs that you may purchase through your Crypto Currency trading Account, you do not have any right to the underlying instruments.

It may not be possible to trade units or shares in ETFs if there is no liquid market. If there is low liquidity in the market then you may not be able to buy or sell units at a price considered to be fair.

Any income you receive from your investment in an ETF may vary with the dividends or interest paid by the underlying investments and so could fall as well as rise.

CRYPTO EXCHANGE TRADED COMMODITIES

ETCs are non-CIS exchange traded products and as such, are generally subject to less regulation than ETFs. This means that you might have less investor protection if you chose to invest in ETCs. ETCs follow the price movement of the underlying asset (usually the price of a commodity) and can gain exposure to a wide range of markets without the cost of investing directly. ETCs can be physical (where the fund invests directly in the underlying assets that comprise the index) or synthetic (where the fund gains exposure to the index by entering into a swap agreement with a counterparty).

The characteristics of ETCs can vary substantially from the underlying market to which they provide exposure. As with shares, the value of your investment can go down as well as up and you might not get back the original amount you invested. The use of derivatives within some ETCs means that these products may not be appropriate for many investors and they should be considered higher risk.

It may not be possible to trade shares in ETCs if there is no liquid market. If there is low liquidity in the market then you may not be able to buy or sell units at a price considered to be fair.

In relation to ETCs that you may purchase through your Crypto Currencies trading Account, you do not have any right to the underlying instruments.

COLLATERAL RISKS

When you enter into the Collateral Customer Agreement with us, we agree to take security over the assets in your Crypto Currencies trading Account in place of cash for payment of margin on your linked CFD Account as applicable.

The value of shares and CFDs will rise and fall. If the collateral value of the assets in your Crypto Currencies trading Account, together with any cash on your linked CFD Account , falls below the amount required to maintain your open positions, you may be closed out of your CFD positions on that linked account, and we will have the right to sell the assets in your Crypto Currencies trading Account in order to pay for any resulting deficit.

As the value of the assets in your Crypto Currencies trading Account fluctuates, the value of the collateral that you can utilize as margin will also fluctuate. You will need to monitor your Crypto Currencies trading Account and your linked CFD Account to ensure that the collateral value and any cash you have deposited on your linked CFD Account is sufficient to fund your open positions on that account.

You will only be able to use our collateral services to cover margin requirements on open positions on your linked CFD Account and you will need to cover any running losses using the available cash in your linked CFD Account.

SECTION 3: GENERAL RISKS (APPLICABLE TO ALL ACCOUNTS)

NEED TO MONITOR POSITIONS

It is important that you monitor all of your positions closely. It is your responsibility to monitor your positions and during the period that you have any open Contracts or Transactions, you should always have the ability to access your Accounts.

ELECTRONIC COMMUNICATIONS

We offer you the opportunity to deal and communicate with us via electronic means, for example by our dealing platform and, in certain circumstances, by email. Although electronic communication is often a reliable way to communicate, no electronic communication is entirely reliable or always available. If you choose to deal with us via electronic communication, you should be aware that electronic communications can fail, can be delayed, may not be secure and/or may not reach the intended destination.

OUR SERVICES

Instructions to deal from you to us form a commitment which may only subsequently be revoked by you with our prior consent (such consent will not be unreasonably withheld) at any time before the instruction to deal is executed.

CLEARING HOUSE PROTECTIONS

On many exchanges, the performance of a transaction by us (or third-party with whom we are dealing on your behalf) is ‘guaranteed’ by the exchange or clearing house and we may have the benefit of certain legal protections from our clearing member. However, it is unlikely that in most circumstances this guarantee or legal protections will cover you, the customer, and may not protect you if we or, another party were to default on obligations owed to you.

INSOLVENCY

The insolvency or default of any other brokers involved with your transaction may lead to positions being liquidated or closed out without your consent. In certain circumstances, you may not get back the actual assets that you have invested, and you may have to accept any available payments in cash. On request, we will provide you with an explanation of the extent to which we will accept liability for any insolvency of, or default by, other firms involved with your transactions.

DEFAULT

CFD Accounts and Broker24 trading Accounts are provided by Ultima Trading LLC In the unlikely event of Broker24 suffering a financial default and not being able to meet its obligations, your claims against Ultima Trading LLC will be settled in accordance with applicable insolvency law and client money regulations.

TAX

We do not provide tax advice and if you are in any doubt as to your tax obligations, you should seek independent advice.

REGULATORY AND LEGAL RISK

The risk that a change in laws and regulations will materially impact a security and investments in a sector or market. A change in laws or regulations made by the government or a regulatory body can increase the costs of operating a business, reduce the attractiveness of investment and/or change the competitive landscape and as such alter the profit potential of an investment.

This risk is unpredictable and may vary from market to market. In emerging markets such a risk may be higher than in more developed markets. For example, in emerging markets the inadequacy or absence of regulatory measures can give rise to an increased danger of market manipulation, insider trading or the absence of financial market supervision can affect the enforceability of legal rights.