Customer Agreement 2018-10-26T17:43:21+00:00
ADDISON CHURCHILL CUSTOMER AGREEMENT

Effective Date: October 2018

 

  1. INTRODUCTION
    • Our trading service carries a high level of risk and can result in losses.The high level of risk means our trading service is not suitable for everyone. You must satisfy yourself that it is suitable for you in the light of your circumstances, financial resources and investment objectives. If you are in any doubt you should seek independent advice.
    • By submitting an application to open an Account with us, you confirm that (a) you have read and understood all the documents supplied to you in connection with our trading service and (b) that you understand and agree that our trading relationship will be governed exclusively by these documents as amended from time to time. You must not apply to open an Account or commence trading with us if you are unsure as to how our trading service operates or the nature of the risks involved.
    • Our agreement with you is comprised of the following documents that may be amended by us from time to time: user Agreement, Privacy Policy, Cookie Policy andany additional or separate arrangement that may be entered into between us. The latest published versions of these documents (excluding any further or separate arrangement that we may have entered into with you) are available from our website at www.AddisonChurchill.io (“the Website”). It is not our policy to routinely issue paper copies of our documents.
    • This Agreement, together with the other documents referred to in Term 1.3 above will govern all trading between us and the client (“you”, “your”, “yours” and “yourself” as appropriate).
    • In this Agreement certain words and expressions have particular meanings.
    • This Agreement will come into effect on the date that we open your Account. Any new version of this Agreement will supersede any earlier versions. We shall notify you of the date that any new version shall come into effect in accordance with Term 7
    • In the event of a conflict between this Agreement and any further or separate arrangement that may be entered into between us, the further or separate arrangement shall prevail.
    • This Agreement is supplied to you in English and we will communicate with you in English for the duration of this Agreement. If there is any conflict between the English version of this document and any other language version, the English version will prevail.

 

  1. OUR RELATIONSHIP
    • You will open each trade with us as the trading principal and not as agent for any person or entity and you will be directly and personally responsible for performing your obligations under this Agreement, whether you are dealing with us directly or through an agent. Notwithstanding any assertion that you act in connection with or on behalf of any other person, we will not accept that person as a client of ours and we will accept no obligation or liability to them.
    • We may, at our absolute discretion, make available to you information by way of factual market information that is published and is in the public domain. We do not provide any investment advice. We are under no obligation to disclose any published or public or other information to you and in the event, we supply any such information neither the information or our providing the information to you will constitute investment advice or any recommendation to purchase, sell or hold any investment. Moreover, we shall not be responsible for the accuracy of any provided information or liable for any investment decision you may make based on any information that we provide to you.
    • We will not, in the absence of intentional misconduct, fraud or gross negligence on our part be liable for any losses (including, without limitation, indirect or consequential losses or loss of opportunity or profits arising from any failure by you to make any anticipated profits), costs, expenses or damages suffered by you arising from any inaccuracy or error in any information given to you, including without limitation, information relating to any of your working Orders or trades with us. Damages against us shall be limited to fees earned by us on the trades you make that are subject to a dispute hereunder.
    • We will not provide you with any tax advice. You will be responsible at all times for the payment of all taxes due as a result of your trading with us and for providing any relevant tax authority with any information that is requested from you.
    • We reserve the right to require you to pay to us, or to reimburse us for, stamp duty or any other amounts which become payable as a result of any changes in the law which directly affect your trading with us.
    • It is brought to your attention that you may be subject to taxes and costs that are not imposed by us or paid via us. It is your responsibility to ensure the payment of all taxes as they fall due.

 

  1. OUR PRICES
    • The prices on the trading platform are constantly changing and we do not guarantee that the price you see when placing an Order will be the price at which your trade is executed.

 

  1. TRADING
    • To open or close a trade with us, you must first submit an order (“Order”) to us. You may submit an Order online via the Trading Platform, or the Software Trading Tools (which include but are not limited to FIX Protocol, one of ADDISON CHURCHILL APIs, and ADDISON CHURCHILL supported mobile applications) You cannot submit an Order by leaving a message on any automated voicemail or answering service or through a live chat system service or email.
    • We shall not accept and shall not be under any obligation to execute and will not execute any Order submitted by these means.
    • We are under no obligation to accept or execute an Order submitted by you. However, we shall normally do so if your Account contains sufficient resources to cover the Order you wish to place, and you are not otherwise in breach of this Agreement.
    • You must ensure that you monitor your Account at all times while you have any Order outstanding.
    • You must check your trading history reports using our reports to ensure the accuracy of each trade report. If you believe that any of the details of your report are inaccurate you should contact us immediately within 24 hours of the trade.  We recommend you print and store your trading history.
    • Each trade opened on your Account will be binding on you.
    • Your attention is drawn to our rights set out in Term 20 to close your open trade(s) and to cancel any working Orders if an Event of Default occurs.
    • It is your responsibility to monitor your account value at all times in order to prevent it from moving into deficit. You may monitor your account value online through the Trading Platform. If you have any working Orders and/or open trades, and you are aware you will not have access to the Trading Platform for any period of time, you may consider paying additional funds into your Account to counter any unfavorable Instrument movement so as to reduce the risk of your account value moving into deficit.

 

  1. YOUR ACCOUNT
    • We are not obliged to open an account for you and may refuse your application for any reason without providing the reason for the decision. We may also impose restrictions as a condition of agreeing to open an account for you.
    • Upon an account being opened for you (“Your Account”), you will be given a unique account number. You will be required to choose a password and other security information for your Account. We will rely on this information to identify you and you agree that you will not disclose your password or security informationto third parties.
    • If you suspect that your password or security information has been obtained by any other person without your consent, then you must immediately change your password and security information and notify us.
    • We may close your Account at anytime. If we elect to close your Account, we may close all your open positions at any market rate.
    • We may close your Account for the following reasons including but not limited to:
      • Your repeated failure to provide information we request;
      • Abusive actions toward our staff (for example by displaying what we consider to be serious discourtesy or the use of offensive or insulting language);
      • Trading activity that is deemed to be disruptive to our business;
      • If we determine that any information you have provided to is untrue and/or inaccurate.

 

  1. OUR CHARGES
    • Commission
      • When you open and close a trade (or if we close a trade in accordance with our rights under this Agreement), you will pay to us a commission. Our commission rates applicable from time to time are set out on our Website. We may from time to time share a proportion of the commission we charge you with third parties, including, without limitation, persons or firms we appoint to effect introductions of potential clients to us.
      • The commission rates that we charge are subject to change without notice to you. Please check the website regularly for changes.
      • Any changes to the commission rates will be effective immediately and will apply on closing any existing open trades as well as to any future trades.
      • Your Account will be debited with the commission payable by you upon your opening or closing a trade.
    • Money Movement Fees
      • When you make a deposit or withdrawal you may be charged fees and fees will be posted on our website
      • The fees charged are subject to change without notice to you. Please check the website regularly for changes
      • Any changes to the fees will be effective immediately

 

  1. COMMUNICATIONS AND NOTICES
    • A statement detailing all of your trading activities and all money movements in and out of your Account will be available for you on the Trading Platform. You can access this at any time. Yourare responsible for examining your statement on the Trading Platform against your own records regularly and to notify us immediately if it contains any inaccuracies. All statements are deemed final and correct for all purposes five days after posting on the Trading Platform.
    • You consent to receiving any other required or optional communication or agreement under any applicable law or regulation or pursuant to this Agreement on the Website. You agree that any such documents that are delivered to you electronically through the Website are deemed to be “in writing” and to have been received upon them being posted on the Website.
    • All correspondence, documents, written notices, contract notes and statements will be sent or transmitted to you through the Website and/or to your email address as your primary methods of contact. We also reserve the right to contact you using your home telephone number, mobile telephone number or postal address specified on your application form or to such other address or number as you may subsequently notify to us and which notification we have acknowledged as having been received.
    • Any correspondence, document, written notice or statement will be deemed to have been properly given:
      • If posted on the Website, immediately on being available online;
      • If sent by email, one hour after we have transmitted it to your email address;
      • If sent by fax or text message, as soon as we have transmitted it to your fax or mobile telephone number;
    • You must communicate with us by email sent to the email address currently designated by us for that particular purpose, by telephone or in person. Any such communication will only be deemed to have been received by us upon our actual receipt thereof
    • 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.
    • If at any time you are unable, for whatever reason, to communicate with us or we do not receive any communication sent by you, or you do not receive any communication properly sent by us under this Agreement, we will not:
      • Be responsible for any loss, damage or cost caused to you by any act, error delay or omission resulting there from where such loss, damage or cost is a result of your inability to open a trade;
      • We will not, in the absence of intentional misconduct, fraud or gross negligence on our part be liable for any losses (including, without limitation, indirect or consequential losses or loss of opportunity or profits arising from any failure by you to make any anticipated profits), costs, expenses or damages suffered by you arising from your inability to close a trade. Damages against us shall be limited to fees earned by us on the trades you make that are subject to a dispute hereunder.
      • You agree that we may record our telephone conversations with you. Such records will be our sole property and you accept that they will constitute evidence of the communications made.
    • Our records, unless shown to be wrong, will be evidence of your dealings with us.
    • 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.
    • Our records may be made available to you on request at our absolute discretion and we reserve the right to make a reasonable charge for such records.
    • You understand and agree that emails, text messages and other electronic communications we send to you may not be encrypted and therefore may not be secure.

 

  1. WEBSITE
    • We do not warrant or promise that the Website will be uninterrupted or error free.For example, during periods where routine maintenance is being undertaken or in the event of a power failure or other Force Majeure you may be unable to access the Websiteand therefore there may be occasions when you are unable to access the Trading Platform (has this been defined?).
    • We are providing the Website and access to the Trading Platform to you only for your personal use and only for the purposes of your trading with us. We provide the Website and access to the Trading Platform to you subject to the Terms of this Agreement.
    • You will take all reasonable steps to ensure that no computer viruses, worms, software bombs or similar items are introduced into the computer systems you use to access the Website.
    • You will not attempt to hack, make unauthorized alterations or introduce any kind of malicious code to the Website by any means. You will not (a) reverse engineer or decompile (whether in whole or part) any software available through the Website; or (b) make copies, modify, reproduce, transmit, alter or distribute all or any part of the Website or any material or information contained on it.
    • You will not disguise or interfere in any way with the IP address of the computer you are using to access the Website or otherwise take steps to prevent us from correctly identifying the actual IP address of the computer you are using whilst accessing the Website.
    • You should change your password on a regular basis. This will help to prevent the risk of unauthorized access to or use of your Account. We strongly recommend that you run appropriate anti-spyware, firewall and virus protection on your computer on a regular basis.
    • You acknowledge and agree that the copyrights, trademarks, database and other property or rights in any information distributed or made available to or received by you from us, brochures and other material connected with our trading 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.

 

  1. ERRORS AND CANCELLATIONS
    • We shall correct any error that may occur in our trading relationship with you that is obvious or easily demonstrable without extensive investigation.
    • In the absence of intentional misconduct, fraud or gross negligence on our part be liable for any losses, costs, claim, demands or expense error (including, without limitation, indirect or consequential losses or loss of opportunity or profits arising from any failure by you to make any anticipated profits), costs, expenses or damages suffered by you, we will not be liable to you for any loss, cost, claim, demand or expense error. LIMITATION OPF LIABILITY
    • We may cancel any trade with you for any reason.

 

  1. EVENTS OF DEFAULT
    • Each of the following constitutes an “Event of Default”:
      • Your failure to make any payment to us in the time and manner provided for in this Agreement;
      • If you are an individual, your death or you become a mental patient within the meaning of any mental health legislation;
      • If you are an individual, the initiation by a third party of proceedings for your bankruptcy;
      • If you are a company or a partnership, the initiation by a third party of proceedings for your winding-up or for the appointment of an administrator or receiver in respect of you or any of your assets;
      • You are or become unable to pay your debts as and when they fall due or you make an arrangement or composition with your creditors or any other similar or analogous procedure is commenced in respect of you;
      • We are served with anyaccount freezing or restraining order that has been made against you or your property;
      • Where any representation or warranty made by you in this Agreement, or any other material statement made by you to us, is or becomes untrue.
      • Where we suspect or have any reason to suspect that you may be involved in criminal or fraudulent or illegal activity;
      • You fail to provide satisfactory source of funds evidence to us on request;
      • Any other regulatory body instructs us to close one or more of your open trades or account;
      • there has been a deterioration in your financial circumstances and we reasonably consider that such deterioration is material in the context of the size of the trades open on your Account; or
      • We reasonably believe that any one or more of the circumstances set out above is likely to happen or in any other circumstance where we reasonably believe that it is necessary or desirable to protect ourselves or all or any of our other clients.
    • If an Event of Default occurs then, without prejudice to any other rights we may have against you, we shall be entitled, but not obliged, and without prior notice to you, to do any one or more of the following:
      • Cancel any or all of your working Orders and/or close any or all of your open trades in whole or in part.
      • Retain any funds, investments (including any interest or other return due thereon) or other assets due to you and sell them without notice to you at such price and in such manner as we decide. We may apply the proceeds of such sale and discharge the costs of sale and the sums owing to us, including any other liability or obligation you may have to us (including any contingent or prospective liability);
      • Close all or any of your Accounts held with us, and/or refuse to accept any further Orders from you or otherwise undertake any trading with you and/or disable your access to the Trading Platform.
    • We are under no obligation to draw your attention to the fact that an Event of Default has occurred or give you any opportunity to remedy it.
    • We shall as soon as reasonably practicable take all reasonable steps to notify you of all action and steps taken by us pursuant to our rights under this Term.

 

  1. INDEMNITY AND LIABILITY
    • We do not seek to exclude our liability to you in negligence for death or personal injury or for any losses caused by our fraud.
    • You will indemnify us, and keep us indemnified on demand, in respect of 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. This indemnification includes but is not limited to our reasonable attorney’s fees, legal costs, expenses and disbursements in seeking to enforce our rights under this Agreement. We have the right to setoff any amounts due or to become due against your Account.
    • You will be responsible for all losses on your Account for all mistakes or errors made by you or if you act fraudulently or if you allow another person to use your Account, whether you allowed that person to use your Account.
    • The Website, Trading Platform and our communications infrastructure generally is not immune to failure and may from time to time fail to operate satisfactorily or at all. We will have no liability to you in relation to any loss that you suffer as a result of any delay or defect in or failure of the whole or any part of the Website, Trading Platform or any other part of our communications infrastructure.
    • Except for intentional misconduct, fraud or gross negligence on our part, we have no liability or responsibility to you in relation to any loss you may have suffered caused by (a) any act or omission of ours under this Agreement or (b) in the event that any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via the Website, or losses due to 3rd party relationships of Addison Churchill. Damages against us shall be limited to fees earned by us on the trades you make that are subject to a dispute hereunder.

 

  1. REPRESENTATIONS AND WARRANTIES
    • You represent and warrant to us that:
      • The information provided to us as part of the application process for your Account and at any time thereafter is true and accurate in all respects;
      • You are over 18 years of age;
      • You have read and understood this Agreement, together with the other documents that comprise our agreement with you, and appreciate the nature of the risks involved;
      • You will immediately inform us in writing if there are any changes to the information provided in your application form, particularly if there is a deterioration in your financial circumstances or a change in your contact details;
      • You will immediately inform us if you become aware of any circumstance that, if we were to know it, may reasonably be expected to affect (a) your open trades with us (b) the size of our trading with you, or (c) our decision to trade with you at all;
      • You are not an undischarged bankrupt or in a voluntary arrangement with your creditors; you are duly authorized to enter into this Agreement;
      • You will enter into this Agreement and open and close each trade as principal;
      • If you are a company, a limited liability company or body corporate, you have the right to enter into this Agreement and by doing so you do not contravene any statutory, contractual or other arrangements binding upon you and the persons nominated to deal with us on your behalf have been properly authorized to do so and their actions are binding upon you;
      • You have obtained all governmental or other authorizations and consents required by you in connection with this Agreement and in connection with opening or closing trades and such authorizations and consents are in full force and effect and all of their conditions have been and will be complied with and any person who provides services to you in connection with this Agreement, have obtained all governmental or other authorizations and consents they require to do so and such authorizations and consents are in full force and effect and all of their conditions have been and will be complied with; execution, delivery and performance of this Agreement and each Order and trade will not violate any law, ordinance, charter, by-law or rule applicable to you, the jurisdiction in which you are resident or from which you are placing an Order, or any agreement by which you are bound or by which any of your assets are affected; and
      • You will provide any regulatory body with information that is reasonably requested from you in relation to your trading with us.
      • You agree that each of the representations and warranties set out above shall be deemed repeated each time you submit an Order to us. You must advise us immediately if you any of the above representations and warranties become untrue at any time. A breach of any one or more of the representations and warranties set out above is an Event of Default.

 

  1. FORCE MAJEURE EVENTS
    • We may determine, acting reasonably at all times, that an emergency or an exceptional market condition exists or is about to occur due to a cause or circumstance beyond our reasonable control (a “Force Majeure Event”). A Force Majeure Event will include, but is not limited to, the following:
      • Any delay or defect in or failure of the whole or any part of the Website, Trading Platform or our communications infrastructure that prevents us from providing an orderly trading service to our clients; and
      • Any cause or circumstance including, but not limited to, fire, flood and other acts of God, strikes, riot, disruptions to energy supplies, civil commotion, acts of terrorism or war, breakdown of equipment that prevents us from providing an orderly trading service to our clients; and
      • The failure of any relevant supplier or principal of ours, custodian, prime broker, exchange or clearing house for any reason, to perform its obligations that prevents us from providing an orderly trading service to our clients.
    • If we determine that a Force Majeure Event has occurred, we may, without notice, acting reasonably at all times,  suspend or modify the application of all or any of the Terms of this Agreement to the extent that the Force Majeure Event makes it impossible or impracticable for us to comply with the Term or Terms in question; and/or close any or all of your working Orders and close all or any of your open trades in whole or in part.

 

  1. SUSPENSION
    • If at any time trading on the Trading Platform is suspended in any Instrument in which you have an open trade, you will not be able to close that trade.
    • If you have a trade that is affected by the suspension open at the time that suspension is lifted, which for the avoidance of doubt, can occur without warning or notice to us (and thereby you), any Orders that you may have given us with respect to that trade will be executed upon the termination of the suspension in accordance with the provisions of this Agreement. We cannot guarantee that Orders will be executed at the first available price upon the termination of the suspension.
    • Notwithstanding the suspension of trading in any Instrument, all commission, funding, borrowing and other charges which may be due in relation to your trade shall continue to be due and payable in accordance with the provisions of this Agreement.

 

  1. COMPLAINTS PROCEDURE
    • If you wish to make a complaint, you should advise our Helpdesk of the complaint immediately. In order to allow us to investigate your complaint promptly and effectively, please provide us with full details of the circumstances giving rise to your complaint including, if applicable, details of the time and date of any relevant actual or purported trade.
    • We reserve the right not to commence investigations until such details are provided.
    • If your complaint relates to a working Order or open trade we reserve the right to cancel the Order or close the trade if we believe, acting reasonably at all times, this is desirable in order to limit the loss that potentially could arise if the working Order or trade is filled or closed out at a future date.
    • We shall not be liable to you for any loss you may suffer as a result of us taking such action. Any working Orders or open trades that are closed by us in an attempt to mitigate future loss will not affect your rights to pursue your complaint and to claim for any loss suffered prior to cancellation or closure.
    • You will be liable for any loss that may occur in the future relating to the working Order or open trade that is the subject of your complaint.

 

  1. MISCELLANEOUS
    • 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 that or any other or additional right or remedy in the future. Our failure to enforce or exercise any right under this Agreement will not amount to a waiver or bar to enforcement of that right in the future. Our failure on one or more occasions to enforce or exercise our right to insist on any payment strictly in accordance with the provisions of this Agreement will not amount to a waiver or bar to enforcement of such provisions.
    • We may assign the benefit and burden 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. You agree that you may not assign the benefit and burden of this Agreement, whether in whole or in part, to any third party without our prior written consent.
    • If any provision or part of any provision in this Agreement should be found by any court or other body to be invalid or unenforceable, that finding shall not affect the validity of any other part of this Agreement. If any provision is found to be invalid or unenforceable but can be rendered valid and enforceable by the deletion of any part of it, you agree with us that the provision will apply subject to such part or parts of it as may be necessary being deleted so as to make it valid and enforceable.
    • In the event that a situation arises that is not covered under this Agreement, 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.

 

  1. AMENDMENTS
    • The version of this Agreement posted on the Website is the version in force at any given time. We may amend any of the terms of this Agreement at any time. Any amendment will be made by posting the amended version of this Agreement on the Website. Any amendment will be effective as from the effective date as published on the Website and it will apply to all working Orders and all new and existing trades as from the effective date. The effective date will, where reasonably practicable, be at least 10 Business Days after the date of posting. We will inform you of the posting on the Website of any amended version of this Agreement, and the date upon which it becomes effective. We will not send you a paper copy of any new version unless you request that we do so. You must make sure that, before submitting an Order, you are happy for such Order and any subsequent trade to be governed by the latest version of this Agreement. Any such amendment will be operative immediately and will apply to all Orders and all new and existing trades thereafter. We shall endeavor to give you notice of amendments prior to them becoming operative by posting the amended version of the affected document on the Website but this may not always be possible.

 

  • TERMINATION
    • This Agreement may be terminated by either party upon giving the other party written notice of termination, which will take effect immediately, unless otherwise specified in the notice. Any such termination will not affect any obligation that may already have been incurred by either party in respect of any outstanding trade or any legal rights or obligations that may already have arisen under this Agreement or any dealings made thereunder. Upon termination, all open trades will be closed unless otherwise agreed by us. All sums due from you to us will become immediately payable.
    • Whether or not you have entered into this Agreement by distance means, you are not entitled to cancel this Agreement (but you can terminate it in accordance with the provisions set out in this Term).

 

  • GOVERNING LAW
    • This Agreement is in all respects governed by the Bahamas law and the courts of the Bahamas will have the exclusive jurisdiction to settle any disputes that may arise in relation thereto. You irrevocably submit to the exclusive jurisdiction of the courts of the Bahamas. Nothing in this term will prevent us from bringing proceedings against you in any other jurisdiction.

 

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