1.1 In this Client Services Agreement (hereinafter the "Agreement") the following terms shall, unless the context otherwise pledges, have the following meanings and may be used in the singular or plural as appropriate:
1.2 If there is any conflict between this Agreement and relevant Market Rules, the Market Rules shall prevail.
1.3 In this Agreement any reference to an individual person shall include bodies corporate, unincorporatedassociations, partnerships and individuals.
1.4 Headings and notes inthis Agreementforreference only and shall not affectthe contents and interpretation of the Agreement.
1.5 In this Agreement references to any law, statute or regulation or enactment shall include references to any statutory modification or re-enactment thereof or to any regulation or order made under such law, statute or enactment (or under such a modification or re- enactment).
2.1 The Client acknowledges,recognises and understands that trading and investments in leveraged as well as non-leveraged Contracts is:
2.1.1 highly speculative;
2.1.2 may involve an extreme degree of risk; and
2.1.3 Is appropriate only for persons who, if they trade on margin, can assume risk of loss in excess of their margin deposit.
2.2 The Client acknowledges,recognizes and understands that:
2.2.1 because of the low margin normally required in Margin Trades, price changes in the underlying asset may resultinsignificantlosses, which losses maysubstantially exceed the Client's investment and margindeposit;
2.2.2 when the Client directs BLACKWAVE CAPITAL to enter into any transaction, any profit or loss arising as a result of a fluctuation in the value of the asset or the underlying asset will be entirely for the Client's account andrisk;
2.2.3 the Client warrants that the Client is willing and able, financially and otherwise, to assume the risk of trading in speculative investments;
2.2.4 the Client agrees not to hold BLACKWAVE CAPITAL responsible for losses incurred as a consequence of BLACKWAVE CAPITAL carrying the Client's account and following its recommendations or suggestions or those of its employees, associates or representatives, unless BLACKWAVE CAPITAL has exercised gross negligence in connection herewith;
2.2.5 the Client is aware of the fact that unless it is otherwise specifically agreed, BLACKWAVE CAPITAL shall not conduct any continuous monitoring of the transactions already entered into by the Client neither individually nor manually. Hence, BLACKWAVE CAPITAL cannot be held responsible for the transactions developing differently from what the Client might have pre-supposed and/or to the disadvantage of theClient;
2.2.6 the Client accepts that guarantees of profit or freedom from loss are impossible in investmenttrading; and
2.2.7 the Client accepts that the Client has received no such guarantees or similar representations from BLACKWAVE CAPITAL, from an Introducing Broker, or representatives hereof or any other entity with whom the Client is conducting a BLACKWAVE CAPITALaccount
3.1 BLACKWAVE CAPITAL attaches different levels of regulatory protection toeach category and hence to Clients within each category. In particular, Retail Clients are afforded the most regulatory protection; Professional Clients are considered to be more experienced, knowledgeable and sophisticated and able to assess their own risk and are thus afforded fewerregulatory protections.
3.2 BLACKWAVE CAPITAL offers its Clients the possibility to request reclassification online and thus to increase or decrease the level of regulatory protections afforded. Where a Client requests a different categorisation (either on an overall level or on a product level), the Client needs to meet certain specified quantitativeandqualitativecriteria.
3.3 On the basis of the Client's request, BLACKWAVE CAPITAL undertakes an adequate assessment of the expertise, experience, and knowledge of the Client to give reasonable assurance, in the light of the nature of transactions or services envisaged that the Client is capable of making his/her own investment decisions and understanding the risks involved. However, if the above-mentioned criteria are not met, BLACKWAVE CAPITAL reserves the right to choose whether to provide services underthe requestedclassification.
4.1 Subject to the Client fulfilling its obligations under this Agreement, BLACKWAVE CAPITAL may enter into transactions with the Client in the following investments and instruments:
4.2 The Services provided by BLACKWAVE CAPITAL may involve:
4.3 Orders may be placed as market orders to buy or sell as soon as possible at the price obtainable in the market, or on selected products as limit and stop orders to trade when the price reaches a pre-defined level. Limit orders to buy and stop orders to sell must be placed below the current market price, and limit orders to sell and stop orders to buy must be placed above the current market price. If the bid price for sell orders or ask price for buy orders is reached, the order will be filled as soon as possible at the price obtainable in the market. Limit and stop orders are executed consistent with "BLACKWAVE CAPITAL's Best Execution Policy" and are not guaranteed executable at the specified price or amount, unless explicitly stated by BLACKWAVE CAPITAL for the specific order.
4.4 In relation to any transaction or Contract, BLACKWAVE CAPITAL will effect such transaction or Contract as Principal unless it is specifically agreed that BLACKWAVE CAPITAL shall act as an Intermediary for the Client.
4.5 The Client shall, unless otherwise agreed in writing, relative to BLACKWAVE CAPITAL enter into Contracts as Principal.
4.6 If the Client acts as Agent, regardless of whether the Client identifies the Principal to BLACKWAVE CAPITAL, BLACKWAVE CAPITAL shall not be obliged to accept the said Principal as a client, and consequently BLACKWAVE CAPITAL shall be entitled to consider the Client as Principal in relation to the Contract.
4.7 When the Client enters into a Contract Option with BLACKWAVE CAPITAL, BLACKWAVE CAPITAL will act as counterparty to the Client. BLACKWAVE CAPITAL will enter into a contract with a Counterparty which is identical in all respects to the contract between BLACKWAVE CAPITAL and the Client. The Counterparty will in turn enter into a contract on the relevant exchange (unless Market Rules requires the Counterparty to act as BLACKWAVE CAPITAL's agent in which case BLACKWAVE CAPITAL will enter into a contract on the exchange). The Client is contracting with BLACKWAVE CAPITAL and has no right of recourse against BLACKWAVE CAPITAL's Counterparties or any right over contracts between BLACKWAVE CAPITAL and its Counterparties.
4.8 In the event BLACKWAVE CAPITAL provides advice, information or recommendations to the Client BLACKWAVE CAPITAL shall not be responsible for the profitability of such advice, information or recommendation as further stipulated in Clause 21, and the Client acknowledges, recognizes and understands that:
4.9 Normally BLACKWAVE CAPITAL shall not provide any advice to the Client on any tax issues related to any Services. The Client is advised to obtain individual independent counsel from its financial advisor, auditor or legal counsel with respect to tax implications of the respective Services.
4.10 Notwithstanding any other provision of this Agreement, in providing its Services, BLACKWAVE CAPITAL shall be entitled to take any action considered necessary and reasonable to ensure compliance with the Market Rules and all other applicable laws and regulatorydecisions.
5.1 The Client may provide BLACKWAVE CAPITAL with oral or written instructions (which shall include instructions provided via the internet or by e-mail as described below). BLACKWAVE CAPITAL shall acknowledge the reception of the instructions orally or in writing, as appropriate.
5.2 The Client shall inform BLACKWAVE CAPITAL in writing of the persons the Client has granted a Power of Attorney to instruct BLACKWAVE CAPITAL on behalf of the Client. For practical reasons, BLACKWAVE CAPITAL can only undertake to register one Power of Attorney for the Client. If the Client at any time wishes to revoke such a Power of Attorney, to change the extent of the Power of Attorney, or grant Power of Attorney to a different person this shall also be informed to BLACKWAVE CAPITAL in writing. BLACKWAVE CAPITAL is in accordance with general rules regarding Power of Attorneys entitled to receive instructions from any person authorised by the Client as well as persons who appear authorised.
5.2 The Client shall inform BLACKWAVE CAPITAL in writing of the persons the Client has granted a Power of Attorney to instruct BLACKWAVE CAPITAL on behalf of the Client. For practical reasons, BLACKWAVE CAPITAL can only undertake to register one Power of Attorney for the Client. If the Client at any time wishes to revoke such a Power of Attorney, to change the extent of the Power of Attorney, or grant Power of Attorney to a different person this shall also be informed to BLACKWAVE CAPITAL in writing. BLACKWAVE CAPITAL is in accordance with general rules regarding Power of Attorneys entitled to receive instructions from any person authorised by the Client as well as persons who appear authorised.
5.3 In addition to the terms listed on BLACKWAVE CAPITAL’s website and the terms stated in Section 6 regarding the Trading Platform, the following terms apply to Contracts executed on the internet:
5.4 Any instruction sent via the Trading Platform or by e-mail by the Client shall only be deemed to have been received and shall only then constitute a valid instruction and/or binding Contract between BLACKWAVE CAPITAL and the Client when such instruction has been recorded as executed by BLACKWAVE CAPITAL and confirmed by BLACKWAVE CAPITAL to the Client through the Settlement/Trade Confirmation and/or Account Statement, and the mere transmission of an instruction by the Client shall not constitute a binding Contract between BLACKWAVE CAPITAL and the Client.
5.5 The Client shall promptly give any instructions to BLACKWAVE CAPITAL, which BLACKWAVE CAPITAL may require. If the Client does not give such instructions promptly, BLACKWAVE CAPITAL may, at its reasonable discretion, take such steps at the Client's cost, as BLACKWAVE CAPITAL considers necessary or desirable for its own protection or the protection of the Client. This provision is similarly applicable in situations when BLACKWAVE CAPITAL is unable to obtain contact with the Client.
5.6 If the Client does not provide BLACKWAVE CAPITAL with notice of its intention to exercise an option, a Contract Option or another Contract which requires an instruction from the Client at the time stipulated by BLACKWAVE CAPITAL, BLACKWAVE CAPITAL may treat the option or Contract as abandoned by the Client. If the Client wishes to exercise an option, Contract Option or another Contract, the Client must provide BLACKWAVE CAPITAL with notice thereof in reasonable time (and within applicable cut-off times) for BLACKWAVE CAPITAL to exercise the corresponding right under any contract equivalent to the Contract Option that BLACKWAVE CAPITAL has entered into with any Counterparty. Contract Options (put and call) that close one tick or more in the money on the last trading day will automatically be exercised, regardless of whether the Client has purchased or sold the Contract Option. The Client cannot instruct BLACKWAVE CAPITAL not to exercise Contract Options that are in the money at expiry and cannot at any time instruct BLACKWAVE CAPITAL to exercise Contract Options that are out of the money.
5.7 BLACKWAVE CAPITAL applies a random method of assignment among its Clients' Contract Options when BLACKWAVE CAPITAL is notified by its Counterparties that one or more short option positions have been assigned. BLACKWAVE CAPITAL's allocation method randomly selects short Contract Options among all BLACKWAVE CAPITAL's Clients' positions, including Contract Options opened immediately prior to the assignment. All short Contract Options are liable for assignment at anytime. If a short Contract Option is assigned, the Client is obliged, within the applicable time of delivery, to deliver the relevant amount of cash or assets in the case of a call Contract Option and the relevant amount of cash in the case of a put Contract Option, to effect settlement.
5.8 BLACKWAVE CAPITAL may (but shall not in any circumstances be obliged to) require confirmation in such form as BLACKWAVE CAPITAL may reasonably request if an instruction is to close an Account or remit money due to the Client or if it appears to BLACKWAVE CAPITAL that such confirmation is necessary or desirable.
5.9 Pursuant to general rules regarding power of attorney the Client is accountable to BLACKWAVE CAPITAL for losses which BLACKWAVE CAPITAL may suffer as a result of instructions from a person who has explicitly or tacit power of attorney to give BLACKWAVE CAPITAL instructions on behalf of the Client.
5.10 BLACKWAVE CAPITAL reserves the right in its absolute discretion to cancel, unwind, close out, repair, reinstate or take other action it may deem necessary with respect to open or closed trades of Client or instructions from the Client where the trades executed or instructions submitted would be in violation of, but not limited to, the Agreement, securities markets legislation, usual market practices, legislation on money laundering or insider trading or if the Client is using or has otherwise engaged proprietary or third party malicious and manipulative software or plugins or general trading style that in BLACKWAVE CAPITAL’s, its eligible counterparties' or liquidity providers' view, has the actual, suspected or potential nature of breaching the Agreement or relevant securities markets legislation or BLACKWAVE CAPITAL believes that to execute its absolute discretion with the regards to the above matters is necessary to protect its own interests, or the interests of its Clients.
5.11 In general, BLACKWAVE CAPITAL shall act according to instructions as soon as practically possible and shall, as far as trading instructions are concerned, act consistent with the broker's Best Execution Policy. However, if after instructions are received, BLACKWAVE CAPITAL believes that it is not reasonably practicable to act upon such instructions within a reasonable time, BLACKWAVE CAPITAL may defer acting upon those instructions until it is, in BLACKWAVE CAPITAL’s reasonable opinion, practicable to do so or as soon as possible notify the Client that BLACKWAVE CAPITAL is refusing to act upon such instructions.
5.12 It is possible that errors may occur in the prices of transactions quoted by BLACKWAVE CAPITAL. In such circumstances, without prejudice to any rights it may have, BLACKWAVE CAPITAL shall not be bound by any Contract which purports to have been made (whether or not confirmed by BLACKWAVE CAPITAL) at a price which:
5.13 Trading strategies aimed at exploiting errors in prices and/or concluding trades at off-market prices (commonly known as "sniping") are not accepted by BLACKWAVE CAPITAL. Provided that BLACKWAVE CAPITAL can document that there on the time of theconclusion of the trade were errors in prices, commissions, or in the Trading Platform, and provided BLACKWAVE CAPITAL can render probable that the Client, based on its trading strategy or other provable behavior, deliberate and/or systematically has exploited or attempted to exploit such an error, BLACKWAVE CAPITAL is entitled to take one or more of the following countermeasures:
5.14 If the Client is more than one person (for example, joint accountholders):
5.15 The Client agrees that BLACKWAVE CAPITAL may record all telephone conversations, internet conversations (chat), and meetings between the Client and BLACKWAVE CAPITAL and use such recordings, or transcripts from such recordings, as evidence towards any party (including, but not limited to, any regulatory authority and/or court of law) to whom BLACKWAVE CAPITAL at its reasonable discretion sees it to be desirable or necessary to disclose such information in any dispute or anticipated dispute between BLACKWAVE CAPITAL and the Client. However, technical reasons may prevent BLACKWAVE CAPITAL from recording a conversation, and recordings or transcripts made by BLACKWAVE CAPITAL will be destroyed in accordance with BLACKWAVE CAPITAL's normal practice. Consequently, the Client should not rely on such recordings to be available.
5.16 When the Client instructs BLACKWAVE CAPITAL to enter into a position opposite to one or more of the Client's open positions, BLACKWAVE CAPITAL will close out the opposite position in accordance with the FIFO principles unless the position has related orders or otherwise agreed.
5.17 The Client acknowledges that BLACKWAVE CAPITAL has the right to, but not the obligation to close directly opposite positions. This applies not only when the positions are held on the on the same account, but also when they are held on separate accounts.
5.18 If the Client operates several Accounts (or subaccounts) and opposite positions are opened on different Accounts (or sub-accounts), BLACKWAVE CAPITAL shall not close out such positions. The Client is specifically made aware that unless closed manually, all such positions may be rolled over on a continuous basis and thereby consequently all incur a cost for such roll-over.
6.1 The technical requirements to which the Client's IT equipment, operating system, Internet connection etc. shall conform are described on BLACKWAVE CAPITAL's website.
6.2 The Client shall enter his user ID and password when logging on to the Trading Platform. The Client should memorize the password. The Client is obligated to notify BLACKWAVE CAPITAL without undue delay on becoming aware of unauthorized use of the Trading Platform, or if the Client suspects that the password has been misappropriated by a third party, the Client shall contact BLACKWAVE CAPITAL immediately to block his Trading Platform. The Client can then order a new password. The Client is for a period of 18 months after notification entitled to request BLACKWAVE CAPITAL to provide the Client with the means to prove that he made such notification.
6.3 The Client can block his Trading Platform at any time by contacting BLACKWAVE CAPITAL. Blocking the Trading Platform prevents other persons from accessing it. Open orders and positions placed on the platform before the blocking will not be affected by the blocking unless the Client specifically requests so, and the Client is responsible for deciding about his positions.
6.4 The right to use the Trading Platform is personal, and the Client shall not allow other persons to use his user ID and/or his password. If the Client wants to allow a third party to trade on the Client's account, the Client shall issue a separate power of attorney to the relevant third party. The power of attorney shall be written on one of BLACKWAVE CAPITAL's power of attorney forms. The issue of the power of attorney shall be approved by BLACKWAVE CAPITAL.
6.5 From the Trading Platform the Client can print reports on trading activities and his accountbalances.
6.6 Where the Client has placed an order which he subsequently regrets, the Client may request that the order be cancelled up until the time of execution. The Client is aware that BLACKWAVE CAPITAL is under no obligation to cancel the order. A request for cancellation or an order can be made via the Trading Platform or by calling BLACKWAVE CAPITAL Sales Trading. Requests concerning cancellation of orders generated when the margin is exceeded can only be made to BLACKWAVE CAPITAL Sales Trading. An order shall not be considered to be cancelled until the Client has received a written confirmation from BLACKWAVE CAPITAL.
6.7 The Client shall not be liable for unlawful use of the Trading Platform occurring afterthe Client has informed BLACKWAVE CAPITAL.
6.8 Where the Trading Platform is used for Private Use, BLACKWAVE CAPITAL shall be liable for direct losses resulting from defectively executed orders, unless defectively executed order is due to conditions for which the Client is liable. BLACKWAVE CAPITAL shall not be liable for any indirect losses.
6.9 BLACKWAVE CAPITAL shall not be liable for losses in cases of abnormal and unforeseeable circumstances beyond the control of BLACKWAVE CAPITAL pleading for the application of those circumstances, the consequences of which would have been unavoidable despite all efforts to the contrary.
6.10 If the Trading Platform is used for Commercial use BLACKWAVE CAPITAL shall not be liable for any indirect losses and/or losses resulting from:
6.11 BLACKWAVE CAPITAL shall not be responsible for losses resulting from the Client's installation and use of the computer programs used on the Trading Platform, unless such liability follows from indispensable rules of law. Where the Trading Platform is used for Commercial Use, the Client shall be responsible for ensuring that the Trading Platform is adequately insured against direct and indirect losses which may result from the installation and use of the computer programs in the Client's computer system. Furthermore, the Client shall be obliged to make backup copies of data which, should such data be lost, might result in losses for the Client.
6.12 BLACKWAVE CAPITAL reserves the right to archive or disable the Client Account that is inactive (no trading and/or deposit/withdrawal activity) for at least 90 calendar days and has a balance of equal or less than 10 euros or equivalent in other currencies. The Client Account may be restored from archive only to generate a report/statement and not for trading or depositing. Restored Client Account is again put back to archive once the report/statement is generated. The Client may always open a new trading account and is allowed to transfer any archived balance to the new account. BLACKWAVE CAPITAL is not obligated to inform the Client priortoor after archivation/disabling.
7.1 The Client shall pay to BLACKWAVE CAPITAL on demand:
7.2 When dealing with Contract Options BLACKWAVE CAPITAL will enter into a contract with its Counterparties which is identical in all respects to the Contract Option between BLACKWAVE CAPITAL and the Client and BLACKWAVE CAPITAL may under such Counterparty contract be required to deliver additional margin from time to time. BLACKWAVE CAPITAL may without notice change the margin requirement towards the Client to reflect changes in applicable margin requirements for BLACKWAVE CAPITAL from time to time under any Counterparty contract.
7.3 If the Client makes any payment which is subject to any price fluctuations, withholding or deduction, the Client shall pay to BLACKWAVE CAPITAL such additional amount to ensure that the amount actually received by BLACKWAVE CAPITAL will equal the full amount BLACKWAVE CAPITAL would have received had no price fluctuations, withholding or deduction been made.
7.4 Payments into the Client's account are deposited by BLACKWAVE CAPITAL on the condition of BLACKWAVE CAPITAL receiving the amount in question. This shall apply irrespective of whether it has been explicitly stated in receipts or other notices of or requests for payment.
7.5 With the prior written agreement of BLACKWAVE CAPITAL on each occasion, the Client may deposit Security with BLACKWAVE CAPITAL or provide BLACKWAVE CAPITAL with a guarantee or indemnity from a person and in a form acceptable to BLACKWAVE CAPITAL instead of cash for the purpose of complying with its obligations. The Client is made specifically aware that BLACKWAVE CAPITAL at its reasonable discretion may determine the value by which Security shall be registered and consequently contribute to BLACKWAVE CAPITAL's demand towards the Client and BLACKWAVE CAPITAL may continuously change such value of Security without prior notice to the Client.
7.6 The Client is made aware that securities held or deposited on the Client's account with BLACKWAVE CAPITAL the Client cannot put up as collateral or guarantee for any of the Client's obligations towards a third party.
7.7 Any Security will be held by an intermediate broker or eligible custodian, appointed by BLACKWAVE CAPITAL, and the intermediate broker or eligible custodian shall be responsible for claiming and receiving all interest payments, income and other rights accruing to the Client.
\7.8 BLACKWAVE CAPITAL is with the Client's specific consent entitledto:
7.9 BLACKWAVE CAPITAL shall not be obliged to account to the Client for any income received by BLACKWAVE CAPITAL as a result of carrying out any of the activities described in this Clause.
7.10 The Client shall be obliged to promptly deliver any money or property deliverable by it under a Contract in accordance with the terms of that Contract and with any instructions given by BLACKWAVE CAPITAL for the purpose of enabling BLACKWAVE CAPITAL to perform its obligations under any corresponding Contract entered into between BLACKWAVE CAPITAL and a third party.
7.11 If the Client fails to provide any margin, deposit or other sum due under this Agreement in respect of any transaction BLACKWAVE CAPITAL may close any open position without prior notice thereof to payment of any amounts due to BLACKWAVE CAPITAL. This is further regulated in Clause 8.2 and Clause 19.
7.12 If the Client fails to make any payment when it falls due, the Client shall pay interest (from the due date and until payment takes place) on the outstanding amount at the rate stated in the Commissions, Charges & Margin Schedule, cf. Clause12.3.
7.13 The Client is advised that BLACKWAVE CAPITAL shall have the right, in addition to any other rights it may have under this Agreement, to limit the size of the Client's open positions (net or gross) and to refuse orders to establish new positions. BLACKWAVE CAPITAL will inform the Client as soon as possible regarding such refused orders and the reason for the refusals. Situations where BLACKWAVE CAPITAL may exercise such right include, but are not limited to, where:
7.14 Settlement of Contract Options shall correspond to the settlement of the relevant exchange traded option in accordance with the market rules and terms and conditions applicable to the relevant exchange traded option. For Contract Options on cash settled options, final settlement requires payment of the cash difference between the value of the underlying option and the strike price. For Contract Options regarding physically settled options, the Contract Options will settle into the respective contract, stock or other security. Contract Options regarding options on futures will settle into a future acquired at the strike price. BLACKWAVE CAPITAL will o n l y allow the Client to trade Contract Options on Contracts with physical delivery if the Contract Option expires before the underlying Contract. BLACKWAVE CAPITAL will require Clients to close any Contract with physical delivery of commodities before they can be exercised (i.e. BLACKWAVE CAPITAL does not support physical delivery of commodities).
8.1 On the date of the opening of a Margin Trade between BLACKWAVE CAPITAL and the Client, BLACKWAVE CAPITAL may require the Client to have margin on the Account at least equivalent to BLACKWAVE CAPITAL's initial margin requirement.
8.2 BLACKWAVE CAPITAL’s margin requirement shall apply throughout the term of the Margin Trade. It is the Client's responsibility continuously to ensure that sufficient margin is available on the Account at any time. If practicably possible BLACKWAVE CAPITAL shall notify the Client if the margin requirements are not met. If, at any time during the term of a Margin Trade, the margin available on the Account is not sufficient to cover BLACKWAVE CAPITAL's margin requirement, the Client is obliged to reduce the amount of open Margin Trades or transfer adequate funds to BLACKWAVE CAPITAL. Even if the Client takes steps to reduce the size of open Margin Trades or to transfer sufficient funds to BLACKWAVE CAPITAL, BLACKWAVE CAPITAL may close one, several or all of the Client's Margin Trades or part of a Margin Trade and/or liquidate or sell securities or other property at the Client's account at its sole discretion without assuming any responsibility towards the Client for such action.
8.3 If BLACKWAVE CAPITAL due to insufficient margin, cf. Clause 8.2, may close one, several or all of the Client's Margin Trades, the Client shall expect, unless otherwise agreed and confirmed by BLACKWAVE CAPITAL that all of the Client's open Margin Trades will be closed.
8.4 If the Client has opened more than one Account, BLACKWAVE CAPITAL is entitled to transfer money or Security from one Account to another, even if such transfer will necessitate the closing of Margin Trades or other trades on the Account from which the transfer takes place.
8.5 BLACKWAVE CAPITAL’s general margin requirements for different types of Margin Trades are displayed on BLACKWAVE CAPITAL's web site. However, BLACKWAVE CAPITAL reserves the right to determine specific margin requirements for individual MarginTrades.
8.6 The Client is specifically made aware that the margin requirements are subject to change without notice. When a Margin Trade has been opened, BLACKWAVE CAPITAL is not allowed to close the Margin Trade at its discretion but only at the Client's instruction or according to BLACKWAVE CAPITAL's rights under this Agreement. However, BLACKWAVE CAPITAL will increase the margin requirements if BLACKWAVE CAPITAL considers that its risk on a Margin Trade has increased as compared to the risk on the date of the opening.
9.1 BLACKWAVE CAPITAL will make available to the Client a Settlement/Trade Confirmation in respect of any transaction or Contract entered into by BLACKWAVE CAPITAL with or for the Client and in respect of any open position closed by BLACKWAVE CAPITAL for the Client. Settlement/Trade Confirmations will normally be available instantly following the execution of the transaction.
9.2 An Account Summary and Account Statement are available to the Client through the Trading Platform. The Account Summary will normally be updated periodically during BLACKWAVE CAPITAL’s opening hours. The Account Statement will normally be updated every Business Day with information for the previous Business Day. By accepting this Agreement the Client agrees not to receive any Account Statements or Account Summaries in printed form from BLACKWAVE CAPITAL otherthan upon specific request.
9.3 Any notice or other communication to be provided by BLACKWAVE CAPITAL under the Terms, including Account Statements and Settlement/Trade Confirmations, may be sent by BLACKWAVE CAPITAL at its option to the Client in electronic form by e-mail or by display on the Client's account summary on the Trading Platform. The Client is obliged to provide BLACKWAVE CAPITAL with an e-mail address for this purpose. An e-mail message is considered received by the Client when sent from BLACKWAVE CAPITAL. BLACKWAVE CAPITAL is not responsible for any delay, alteration, re- direction or any other modification the message may undergo after transmission from BLACKWAVE CAPITAL. A message on the Client's account on the Trading Platform is considered received by the Client when BLACKWAVE CAPITAL has placed the message on the Trading Platform. It is the responsibility of the Client to ensure that the Client's software and hardware setup does not stand in the way of the Client receiving e-mails or get access to the Trading Platformfrom BLACKWAVE CAPITAL.
9.4 The Client is obliged to verify the contents of each document, including documents sent in electronic form from BLACKWAVE CAPITAL. Such documents shall, in the absence of manifest error, be deemed conclusive unless the Client notifies BLACKWAVE CAPITAL in writing to the contrary immediately after having received such document. In the event that the Client believes to have entered into a transaction or Contract, which should have produced a Settlement/Trade Confirmations or otherwise a posting on the Client's account, but the Client has not received such confirmation, the Client must inform BLACKWAVE CAPITAL immediately when the Client ought to have received such confirmation. In the absence of such information the transaction or Contract may at BLACKWAVE CAPITAL’s reasonable discretion be deemed non-existent.
10.1 The Client shall be obliged to pay to BLACKWAVE CAPITAL the commissions and charges set out in the Commissions, Charges & Margin Schedule which is available at our website.
10.2 BLACKWAVE CAPITAL may vary such commissions and charges without notice when the change is to the Client's advantage, or the grounds for changes are due to external circumstances beyond BLACKWAVE CAPITAL's control. Such circumstances are:
10.3 BLACKWAVE CAPITAL may vary such commissions and charges, with one month's noticeif:
10.4 In addition to such commissions and charges, the Client shall be obliged to pay all applicable VAT and other taxes, storage and delivery charges, exchange and clearing house fees and all other fees incurred by BLACKWAVE CAPITAL in connection with any Contract and/or in connection with maintaining the Client relationship.
10.5 Furthermore, BLACKWAVE CAPITAL shall be entitled to demand that the following expenses are paid separately by the Client:
10.6 The fees will be charged either as a fixed amount corresponding to payments effected, or as a percentage or hourly rate corresponding to the service performed. The methods of calculation can be combined. BLACKWAVE CAPITAL reserves the right to introduce new fees.
10.7 BLACKWAVE CAPITAL may share commissions and charges with its associates, Introducing Brokers or other third parties or receive remuneration from them in respect of Contracts entered into by BLACKWAVE CAPITAL. Details of any such remuneration orsharing arrangement will not be set out on the relevant Settlement/Trade Confirmations. BLACKWAVE CAPITAL (or any associate) may benefit from commission, mark-up, mark-down or any other remuneration where it acts for the Counterparty to aContract.
10.8 BLACKWAVE CAPITAL will upon reasonable request and to the extent possible disclose tothe Client the amount of commission, mark-up, mark-down or any other remuneration paid by BLACKWAVE CAPITAL to any Introducing Broker or otherthird party.
10.9 Unless specified otherwise in this Agreement, all amounts due to BLACKWAVE CAPITAL (or Agents used by BLACKWAVE CAPITAL) under this Agreement shall, at BLACKWAVE CAPITAL's option:
10.10 In respect of any transactions to be effected OTC, BLACKWAVE CAPITAL shall be entitled to quote prices at which it is prepared to trade with the Client. Save where BLACKWAVE CAPITAL exercises any rights it may have under this Agreement to close a Contract, it is the Client's responsibility to decide whether or not it wishes to enter into a Contract at such prices.
10.11 Furthermore, the Client acknowledges, recognizes and accepts that the procedures described in Clause 10 and Clause 13 may result in additional indirect costs for the Client.
11.1 Subject to the Clause below and save as otherwise agreed in writing, BLACKWAVE CAPITAL shall not be liable to:
11.2 The Client is entitled to interest on the basis of the Client's positive Net Free Equity in accordance with the terms in BLACKWAVE CAPITAL's Commissions, Charges & Margin Schedule.
11.3 The Client is obliged to pay interest on the basis of the Client's negative Net Free Equity in accordance with the terms in BLACKWAVE CAPITAL’s Commissions, Charges & Margin Schedule.
11.4 BLACKWAVE CAPITAL may vary such interest rates and/or thresholds for interest calculation without notice when changes are to the Client's advantage, or the grounds for changes are due to external circumstances beyond BLACKWAVE CAPITAL's control. Such circumstances are:
11.5 BLACKWAVE CAPITAL may vary such interest rates where the Trading Platform is used for Commercial use with one month's notice, and where the Trading Platform is used for Private use with two months’ notice if:
The Client is deemed to have accepted such changes if he does not, before the proposed date of their entry into force, notify BLACKWAVE CAPITAL that he does not accept them.
11.6 BLACKWAVE CAPITAL is entitled, but shall not in any circumstances be obliged,toconvert:
11.7 Whenever BLACKWAVE CAPITAL conducts currency conversions, BLACKWAVE CAPITAL will do so at such reasonable rate of exchange as BLACKWAVE CAPITAL selects. BLACKWAVE CAPITAL shall be entitled to add a mark-up to the exchange rates. The prevailing mark-up is defined in the Commissions, Charges & Margin Schedule.
12.1 Any and all Security transferred to BLACKWAVE CAPITAL by the Client or held byBLACKWAVE CAPITAL or byBLACKWAVE CAPITAL’s
Counterparties on behalf of the Client is pledged as a security for any liability that the Client may have or get towards BLACKWAVE CAPITAL. Without limitation such Security shall comprise the credit balances on Accounts, the securities registered as belonging to the Client on BLACKWAVE CAPITAL's books, and the value of the Client's open positions with BLACKWAVE CAPITAL.
12.2 If the Client fails to fulfill any obligation under this Agreement, BLACKWAVE CAPITAL is entitled to sell any pledged Security immediately without any notice or court action. Such sale shall take place by the means that BLACKWAVE CAPITAL in its reasonable discretion determines and at the price that BLACKWAVE CAPITAL in its reasonable discretion determines to be the best obtainable.
13.1 If on any date the same amounts are payable under this Agreement by each party to the other in the same currency, then, each party's obligations to make payment of any such amount will be automatically satisfied by netting. If the amounts are not in the same currency, the amounts are converted by BLACKWAVE CAPITAL in accordance with the principles referred to in Clause 11.
13.2 If the aggregate amount that is payable by one party exceeds the aggregate amount that is payable by the other party, then the party by whom the larger aggregate amount is payable shall pay the excess to the other party and the obligations to make payment of each party will be satisfied anddischarged.
13.3 If the Client, at any time during the Client relationship, has a negative cash-balance in any Account, BLACKWAVE CAPITAL is entitled but not obligated to net between the Client's Accounts. The Client shall bear all the charges and any other costs associated with such netting in accordance with the Commissions, Charges & Margin Schedule.
13.4 If the Client relationship is terminated according to Clause 24, the claims that the parties have against each other shall be finally discharged by means of netting (closed). The value of open Contracts shall be determined according to the principles set forth below and the final amount to be paid by one of the parties shall be the difference between the payment obligations of the parties.
13.5 Rates based on which the Contracts shall be closed shall be market rates applicable onthe day on which BLACKWAVE CAPITAL decides to close theContracts.
13.6 BLACKWAVE CAPITAL may at its reasonable discretion determine the rates by obtaining an offer from a Market Maker in the asset in question or by applying rates from electronic financial informationsystems.
13.7 When determining the value of the Contracts to be netted, BLACKWAVE CAPITAL shall apply its usual spreads and include all costs and other charges.
13.8 This netting agreement shall be binding towards the estate and creditors of the parties to the clientrelationship.
14.1 When BLACKWAVE CAPITAL executes orders as Agent for the Client on a recognized stock or futures exchange, BLACKWAVE CAPITAL will not be a party to such a trade as such orders will be executed in the trading system of the relevant exchange at the best price and the most favourable conditions available at the time of the order or according to the Client's specific instructions, e.g. in a situation where the Client has chosen to limit the order. BLACKWAVE CAPITAL will not include any additional spread in the price of the execution achieved for the Client but will be remunerated according to the Commissions, Charges & Margin Schedule.
14.2 The Client is specifically made aware that in certain markets, including the foreign exchange markets, OTC foreign exchange options and CFD Contracts, BLACKWAVE CAPITAL may act as a Market Maker.
14.3 When acting as a Market Maker, BLACKWAVE CAPITAL will under normal market circumstances quote the Client bid and ask prices.
14.4 In order for BLACKWAVE CAPITAL to quote prices with the swiftness normally associated with speculative trading, BLACKWAVE CAPITAL may have to rely on available price or availability information that may later prove to be faulty due to specific market circumstances, for instance, but not limited to, lack of liquidity in or suspension of an asset or errors in feeds from information providers or quotes from Counterparties. If so and if BLACKWAVE CAPITAL has acted in good faith when providing the price to the Client, BLACKWAVE CAPITAL may cancel the trade with the Client but shall do so within reasonable time and shall provide the Client with a full explanation for the reason for suchcancellation.
14.5 Following execution of any position with a Client, BLACKWAVE CAPITAL may at BLACKWAVE CAPITAL's reasonable discretion subsequently offset each such client position with another client position, or a position with one of BLACKWAVE CAPITAL's Counterparties or retain a proprietary position in the market with the intention to obtain trading profits from such positions. Such decisions and actions may therefore result in BLACKWAVE CAPITAL off- setting client positions at prices different (sometimes significantly different) from prices quoted to clients, resulting in trading profits or losses for BLACKWAVE CAPITAL. This in turn can raise the possibility of the Client incurring what may be seen as an implied cost (i.e. the difference between the price at which the Client traded with BLACKWAVE CAPITAL and the price at which BLACKWAVE CAPITAL subsequently traded with Counterparties and/or other clients) due to any profits realised by BLACKWAVE CAPITAL as a result of the Market Making function. However, the Market Making function may involve significant costs to BLACKWAVE CAPITAL if the market moves against BLACKWAVE CAPITAL as compared to the price at which BLACKWAVE CAPITAL traded with theClient.
14.6 The Client accepts that BLACKWAVE CAPITAL in such markets where BLACKWAVE CAPITAL acts as Market Maker, may hold positions that are contrary to positions of the Client, resulting in potential conflicts of interest between BLACKWAVE CAPITAL and the Client, cf. Clause 16.
14.7 In markets, where BLACKWAVE CAPITAL acts as a Market Maker, the Client accepts that BLACKWAVE CAPITAL has no obligation to quote prices to clients at all times in any given market, nor to quote such prices to clients with a specific maximumspread.
14.8 In markets, where BLACKWAVE CAPITAL acts as a Market Maker, BLACKWAVE CAPITAL may or may not charge commissions. However, irrespective of whether or not BLACKWAVE CAPITAL charges any commissions, the Client accepts that BLACKWAVE CAPITAL will seek to make additional profits out of its performance as a Market Maker and the size of any such profits may be considerable if and when compared with the Client's margin deposit.
14.9 The Client acknowledges, recognizes and accepts that the price quoted to the Client includes a spread when compared with the price to which BLACKWAVE CAPITAL may have covered or expected to be able to cover the Contract in a trade with another client or a Counterparty. Furthermore, the Client acknowledges, recognizes andaccepts that said spread constitutes remuneration to BLACKWAVE CAPITAL and that such spread not necessarily can be calculated for all Contracts and that such spread will not be specified at the Settlement/Trade Confirmation or otherwise revealed to the Client.
14.10 The Client acknowledges, recognizes and accepts that BLACKWAVE CAPITAL quotes variable spreads on options. The Client is specifically made aware that variable option spreads are affected by actual market conditions, which are beyond BLACKWAVE CAPITAL’s control. BLACKWAVE CAPITAL does not guarantee any maximum or minimum quotable option spreads.
14.11 Any commission costs, interest charges, costs associated to and included in the spreads quoted by BLACKWAVE CAPITAL as a Market Maker in certain markets and other fees and charges will consequently influence the Client's trading result and will have a negative effect on the Client's trading performance compared to a situation if such commission costs, interest charges, costs associated to and included in the spreads did not apply.
14.12 Whilst dealing spreads and commissions are normally considered moderate seen in relation to the value of the assets traded, such costs may be considerable when compared with the Client's margin deposit. As a consequence, thereof the Client's margin deposit may be depleted by trading losses that the Client may incur andby the directly visible dealing costs such as commissions, interest charges and brokerage fees as well as the said not visible costs for the Client, caused by BLACKWAVE CAPITAL's performance as a Market Maker.
14.13 If the Client is an active trader and is undertaking numerous transactions, the total impact of as well visible as not visible costs may be significant. Consequently, the Client may have to obtain significant profits in the markets in order to cover the costs associated with trading activities with BLACKWAVE CAPITAL. For very active Clients, such costs may over time exceed the value of the margin deposited. Normally, when trading margined derivatives, the lower the percentage of the applicable margin rate, the higher the proportion of the costs associated with executing a transaction.
14.14 The Client is specifically made aware that in the area of market making in foreign exchange, OTC foreign exchange options, CFD Contracts and other OTC products, significant implied costs can arise as a consequence of the profits made by BLACKWAVE CAPITAL performing in its capacity as a MarketMaker.
14.15 BLACKWAVE CAPITAL's performance as a Market Maker may negatively affect the Client's Account with BLACKWAVE CAPITAL and the said implied costs are neither directly visible nor directly quantifiable for the Client at anytime.
14.16 BLACKWAVE CAPITAL is at no time obliged to disclose any details of its performance or income produced as a Market Maker or otherwise related to other commissions, charges and fees.
14.17 The Client is specifically made aware that CFD Contracts may be OTC products quoted by BLACKWAVE CAPITAL whilst operating as a Market Maker and not traded on a recognized stock exchange. As a result, the description above of the implied, not visible costs related to BLACKWAVE CAPITAL's performance as a Market Maker may also apply to any CFD Contract.
15.1 BLACKWAVE CAPITAL is in accordance with the broker's Best Execution Policy entitled to aggregate the Client's orders with the broker's own orders, orders of any of the broker's associates and/or persons connected with BLACKWAVE CAPITAL including employees and other clients. Furthermore, BLACKWAVE CAPITAL maysplitthe Client's orders when executing these. The orders will only be aggregated or split if BLACKWAVE CAPITAL reasonably believes it to be in the best interest of the Client. On some occasions aggregation and split of the Client's order may result in the Client obtaining a less favourable price than if the Client's orders had been executed respectively separately or mutually.
16.1 BLACKWAVE CAPITAL, its associates or other persons or companies connected with BLACKWAVE CAPITAL may have an interest, relationship or arrangement that is material in relation to any transaction or Contract effected, or advice provided by BLACKWAVE CAPITAL, under this Agreement. By accepting this Agreement and BLACKWAVE CAPITAL's Conflict of Interest Policy (which distinctly describes the general character and/or background of any conflict of interest) the Client agrees that BLACKWAVE CAPITAL may transact such business without prior reference to any potential specific conflict of interest.
17.1 In order to give effect to the Client's instructions, BLACKWAVE CAPITAL may instruct a Counterparty selected at BLACKWAVE CAPITAL's discretion and BLACKWAVE CAPITAL shall do so where the transaction is to be subject to the rules of an exchange or market of which BLACKWAVE CAPITAL a member is not.
17.2 BLACKWAVE CAPITAL shall not be responsible for errors committed by such Counterparties unless it is proven thatBLACKWAVE CAPITAL has not acted with sufficient care when selecting the Counterparty.
18.1 The Client may have been referred to BLACKWAVE CAPITAL by an Introducing Broker. If so, BLACKWAVE CAPITAL shall not be responsible for any agreement made between the Client and the Client's Introducing Broker. The Client acknowledges that any such Introducing Broker will either be acting as an independent intermediary or an Agent for the Client and that no such Introducing Broker shall be authorised to make any representations concerning BLACKWAVE CAPITAL or BLACKWAVE CAPITAL’sServices.
18.2 The Client is specifically made aware that the Client's agreement with its Introducing Broker may result in additional costs as BLACKWAVE CAPITAL may pay fees or commission to such person.
18.3 The Client is also specifically made aware that the Client's agreement with its Introducing Broker may result in additional costs for the client because the Introducing Broker can deduct commissions and fees as well as price or interest/financing rate adjustments for any trade conducted on or allocated to the Clients account either by the Introducing Broker or the Client.
18.4 If the Introducing Broker undertakes any deductions from the Client's Trading Account according to any agreement between the Client and the Introducing Broker, BLACKWAVE CAPITAL has no responsibility as to the existence or validity of such an agreement.
18.5 BLACKWAVE CAPITAL shall have no responsibility or liability to the Client in following the instructions given by the Introducing Broker. BLACKWAVE CAPITAL is under no obligation to supervise or otherwise know or review the payment instructions or any other acts, including but not limited to the trading, of the IntroducingBroker.
18.6 The client acknowledges and accepts that frequent transactions may result in a sum total of commissions, fees, price or interest/financing rate adjustments for trades conducted that may be substantial and not necessarily be offset by the net profits, if any, achieved from the relevant trades. The responsibility for correctly assessing whether the size of the total commissions, fees, price or interest/financing rate adjustments for trades conducted paid from the Client's account makes trading commercially viable, is the combined responsibility of the Client and the Introducing Broker. BLACKWAVE CAPITAL only acts as the custodian and principal broker, and therefore is not responsible for the size of the commissions and fees as well as price or interest rate paid by the Client.
18.7 Any commissions, fees, price or interest/financing rate adjustments for trades conducted may be shared between the Introducing Broker, BLACKWAVE CAPITAL and third parties according to the Introducing Broker's written instructions and/or at BLACKWAVE CAPITAL’s discretion.
19.1 The provisions contained in this Clause supplement any other rights that BLACKWAVE CAPITAL or any of its associates have according to this Agreement, including but not limited to the Pledge Agreementreferred to in Clause 12, andfurthermore anyother rights BLACKWAVE CAPITAL has.
19.2 BLACKWAVE CAPITAL reserves the right to retain, or make deductions from, any amounts which BLACKWAVE CAPITAL owes to or is holding for the Client if any amounts are due from the Client to BLACKWAVE CAPITAL or BLACKWAVE CAPITAL’s associates.
19.3 The Client authorises BLACKWAVE CAPITAL, at BLACKWAVE CAPITAL's discretion, at any time and without notice, to sell, apply, set- off and/or charge in any manner any or all of the Client's property and/or the proceeds of any of the same of which BLACKWAVE CAPITAL or any of its associates or Agents has custody or control, in order to discharge any or all of the Client's obligations to BLACKWAVE CAPITAL or to BLACKWAVE CAPITAL's associates.
19.4 Each and any of the following events shall constitute an Event of Default in relation to all of a Client's Contracts, Margin Trades, securities and other business with BLACKWAVE CAPITAL (regardless of whether the Event of Default only relates to part of the business with BLACKWAVE CAPITAL):
19.5 Upon the occurrence of an Event of Default, BLACKWAVE CAPITAL shall at its discretion be entitled to:
19.6 The Client authorises BLACKWAVE CAPITAL to take any or all of the steps described in this Clause without notice to the Client and acknowledges that BLACKWAVE CAPITAL shall not be responsible for any consequences of it taking any such steps, unless BLACKWAVE CAPITAL has exercised gross negligence in connection herewith. The Client shall execute the documents and take the action as BLACKWAVE CAPITAL may request in order to protect the rights of BLACKWAVE CAPITAL and its associates under this Agreement or under any agreement the Client may have entered into with BLACKWAVE CAPITAL's associates.
19.7 If BLACKWAVE CAPITAL exercises its rights to sell any Security or property of the Client under this Clause, it will effect such sale, without notice or liability to the Client, on behalf of the Client and apply the proceeds of sale in or towards discharge of any of the Client's obligations to BLACKWAVE CAPITAL or to BLACKWAVE CAPITAL's associates.
19.8 Without prejudice to BLACKWAVE CAPITAL's other rights under this Agreement or under prevailing law, BLACKWAVE CAPITAL may, at any time and without notice, combine or consolidate any of the accounts maintained by the Client with BLACKWAVE CAPITAL or any of its associates and off-set any and all amounts owed to, or by, BLACKWAVE CAPITAL or any of its associates in such manner as BLACKWAVE CAPITAL at its reasonable discretion may determine.
20.1 The Client warrants and represents that:
20.2 The above warranties and representations shall be deemed to be repeated each time the Client in the future for the duration of the client relationship provides instructions to BLACKWAVE CAPITAL.
21.1 The Client is obliged to compensate BLACKWAVE CAPITAL for all losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise and including reasonable legal fees) which may be suffered or incurred by BLACKWAVE CAPITAL as a result of or in connection with:
21.2 This right to compensation shall survive any termination of the Clientrelationship.
21.3 Without prejudice to Clause 6 BLACKWAVE CAPITAL shall not be liablefor:
21.4 Especially, the Client acknowledges, recognizes and accepts that any market recommendation and any information communicated by BLACKWAVE CAPITAL does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell a Contract and that such recommendation and information, although based upon information from sources believed by BLACKWAVE CAPITAL to be reliable, may be based solely on a broker's opinion and that such information may be incomplete and may be unverified and unverifiable. BLACKWAVE CAPITAL makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information or trading recommendation furnished to the Client.
22.1 Neither party shall disclose any information relating to the business, investments, finances or other matters of a confidential nature of the other party of which it may in the course of its duties or obtain possession of, and each party shall use all reasonable endeavours to prevent any such disclosure. However, this shall not apply if a party is obliged hereto due to prevailing legislation, or to a legislative or supervising authority, or to another person who according to the law is entitled to demand disclosure, or inorderto enable the party sufficiently to fulfill its obligations pursuant to this Agreement.
22.2 By accepting this Agreement the Client authorizes BLACKWAVE CAPITAL to disclose such information relating to the Client as may be required by any law, rule or regulatory authority, including any applicable Market Rules, without prior notice to the Client. Furthermore BLACKWAVE CAPITAL may disclose requested and relevant information relating to the Client to third parties in order to facilitate the transfer of funds by credit card initiated by Client.
22.3 By accepting this Agreement the Client permits BLACKWAVE CAPITAL to transfer personal information about the Client submitted to or collected by BLACKWAVE CAPITAL with any legal entity within BLACKWAVE CAPITAL. BLACKWAVE CAPITAL may transfer such personal information for the purposes of complying with regulatory matters, providing and performing investment advice, investment services, and other services which BLACKWAVE CAPITAL offers, conducting marketing, and managing the client relationship. Furthermore, BLACKWAVE CAPITAL may share such personal information with a third-party agency working on behalf of BLACKWAVE CAPITAL with the purpose of performing client analysis for the use of BLACKWAVE CAPITAL’s sales and marketing and with any introducing broker working on behalf of BLACKWAVE CAPITAL for the purpose of completing the duediligenceand approving of account applications.
22.4 The Client's personal information will be stored no longer than necessary to carry out the purposes listed in this Agreement. The Client has the right to request correction, supplementation, deletion, or blocking of such personal information if inaccurate, incomplete, or irrelevant for the purposes of the processing or if processed in any other way that is unlawful. In certain circumstances, the Client may also have the right to object for legitimate reasons to the processing of such personal data in accordance with the procedures set forth in the applicable data protection regulations and to seek other legalremedies available in connection with the processing of such personalinformation.
23.1 BLACKWAVE CAPITAL is entitled to amend this Agreement in favour of the Client without notice. Changes not in the Client’s favour may take place at any time by giving a notice of minimum 30 days where Clients are using the Trading Platform for Commercial use, and by giving a notice of 2 months where Clients are using the Trading Platform for Private use. BLACKWAVE CAPITAL will provide the notice to the Client on a Durable Medium. The Client is deemed to have accepted such changes if he does not, before the proposed date of their entry into force, notify BLACKWAVE CAPITAL that he does not acceptthem.
23.2 When dealing with Contract Options, if a market place on which the relevant exchange traded product is traded or if the Counterparty with whom BLACKWAVE CAPITAL has entered into a contract which is identical in all respects to the Contract Option BLACKWAVE CAPITAL has entered into with the Client, take any action which affects the exchange traded product or the contract BLACKWAVE CAPITAL has entered into with its Counterparty, then BLACKWAVE CAPITAL may take any such action with regard to the relevant Contract Options which BLACKWAVE CAPITAL in its reasonable discretion considers desirable or appropriate to correspond with such action taken by the market place or Counterparty or to mitigate any loss which is or may be incurred by it as a result of such action.
24.1 The Client relationship shallremain in force untilterminated.
24.2 The Client is entitled to terminate the Client relationship immediately by giving written notice to BLACKWAVE CAPITAL. BLACKWAVE CAPITAL is entitled to terminate the Client relationship with two months’ notice where clients are using the Trading Platform for Private use and with one month’s notice where clients are using the Trading Platform for Commercial use. BLACKWAVE CAPITAL will provide the notice to the Client on a Durable Medium. Termination shall not affect any accrued rights and obligations.
24.3 On termination, BLACKWAVE CAPITAL and the Client undertake to complete all Contracts that are already entered into or under execution and this Agreement shall continue to bind both parties in relation to such transactions. BLACKWAVE CAPITAL is entitled to deduct all amounts due to it before transferring any credit balances on any Account to the Client and it is entitled to postpone such transferring until any and all Contracts between BLACKWAVE CAPITAL and the Client are closed. Furthermore, BLACKWAVE CAPITAL is entitled to require the Client to pay any charges incurred in transferring the Client's investments.
25.1 In case the Client has raised a question or a problem with the account executive or another employee of BLACKWAVE CAPITAL without receiving a satisfactory answer, the Client is entitled to file a written complaint with the Compliance Department in BLACKWAVE CAPITAL. The Compliance Department hereafter investigates and answers thecomplaint.
25.2 Without prejudice to any of BLACKWAVE CAPITAL’s other rights under this Agreement, in case of a dispute between the Client and BLACKWAVE CAPITAL over a Margin Trade or alleged Margin Trade or any instruction relating to a Margin Trade, BLACKWAVE CAPITAL is entitled at its reasonable discretion and without notice to close any such Margin Trade or alleged Margin Trade if BLACKWAVE CAPITAL reasonably believes such action to be desirable for the purpose of limiting the maximum amount involved in the dispute. BLACKWAVE CAPITAL shall not be responsible to the Client in connection with any subsequent fluctuations in the level of the relevant Margin Trade. If BLACKWAVE CAPITAL closes a Margin Trade under this Clause such action shall be without prejudice to BLACKWAVE CAPITAL’s right to contend that such Margin Trade had already been closed by BLACKWAVE CAPITAL or was never opened by the Client. BLACKWAVE CAPITAL shall take reasonable steps to inform the Client that BLACKWAVE CAPITAL has taken such action as soon as practicable after doing so. Where BLACKWAVE CAPITAL closes a Margin Trade or alleged Margin Trade in accordance with this Clause, the closing shall be without prejudice to the Client's rights to open a new Margin Trade, provided that such Margin Trade is opened in accordance with this Agreement. When calculating margin or other funds required for such Margin Trade, BLACKWAVE CAPITAL is entitled to do so on the basis that BLACKWAVE CAPITAL's view of the disputed events orinstructions is correct.
BLACKWAVE CAPITAL has 7 business days to respond to any formal complaints or disputes lodged. If you are unhappy with the final verdict of the compliance department, the case can be escalated to the Mauritius Financial Services Commission
Mauritius Financial Services Commission
FSC House
54 Cybercity Ebene,
Mauritius
26.1 If at any time any provision of this Agreement 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 this Agreement under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected.
26.2 BLACKWAVE CAPITAL shall not be liable to the Client for any failure, hindrance or delay in performing its obligations under this Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances beyond its reasonable control. Such force majeure events shall include without limitation any technical difficulties such as telecommunications failures or disruptions, non- availability of BLACKWAVE CAPITAL's website e.g. due to maintenance downtime, declared or imminent war, revolt, civil unrest, catastrophes of nature, statutory provisions, measures taken by authorities, strikes, lock-outs, boycotts, or blockades, notwithstanding that BLACKWAVE CAPITAL is a party to the conflict and including cases where only part of BLACKWAVE CAPITAL's functions are affected by such events.
26.3 If the Client's combined exposure in one or more margin trades reaches a level which - in case of an adverse market development - may lead to a significant deficit not covered by the Client's deposits and/or margin with BLACKWAVE CAPITAL, BLACKWAVE CAPITAL may in its reasonable discretion i increase the margin requirements and/or ii reduce the Client's exposure by closing one or more or all of the client's open positions.
26.4 Furthermore, BLACKWAVE CAPITAL is entitled in its reasonable opinion to determine that an emergency or an exceptional market condition has occurred. Such conditions shall include, but are not limited to, the suspension or closure of any market or the abandonment or failure of any event to which BLACKWAVE CAPITAL relates its quote or the occurrence of an excessive movement in the level of any Margin Trade and/or underlying market or BLACKWAVE CAPITAL's reasonable anticipation of the occurrence of such a movement. In such cases BLACKWAVE CAPITALmayincrease its margin requirements, reduce the Client's exposure, close any or all of the Client's open Margin Trades and/or suspend trading.
26.5 The Client may not assign its rights or delegate any of the Client's obligations under this Agreement or according to any Contract to others whereas BLACKWAVE CAPITAL may assign its rights or delegate its obligations to any regulated financial institution.
26.6 For various investments, instruments and groups of Clients, BLACKWAVE CAPITAL may provide additional business agreements. The Client acknowledges, understands and accepts that:
26.7 The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided bylaw.
26.8 No delay or omission on the part of BLACKWAVE CAPITAL in exercising any right, power or remedy provided by law or under this Agreement, or partial or defective exercise thereof, shall:
26.9 No waiver of pleading a default of a clause in this Agreement shall(unless expressly agreed in writing by the waiving party) be construed as a waiver of a future breach of the same clause or as authorizing a continuation of the particular breach.
26.10 The Client hereby ratifies all transactions with BLACKWAVE CAPITAL effected prior to the Client's acceptance of this Agreement and agrees that the rights and obligations of the Client inrespectthereto shall be governed by thisAgreement.
26.11 By accepting this Agreement on behalf of a corporation or other legal entity, the person signing represents and warrants that he/she is authorised to act on behalf of such corporation or legal entity and to bind the same to this Agreement and all obligations arising hereunder. If at a later stage it becomes apparent that the signatory was not duly authorized to bind the corporation or legal entity, BLACKWAVE CAPITAL will have the right to seek restitution from this person. Furthermore, the signatory shall indemnify BLACKWAVE CAPITAL against all liabilities, losses, damages, costs and expenses in relation to any claims or action brought against BLACKWAVE CAPITAL as a result of the signatory holding out to be authorised to act and bind any such corporation or legal entity.
26.12 Client shall be able to communicate with BLACKWAVE CAPITAL in English or any other language as BLACKWAVE CAPITAL may offer from time to time. BLACKWAVE CAPITAL may communicate with the Client in English or any other language agreed between theparties.
26.13 BLACKWAVE CAPITAL or third parties may have provided the Client with translations of this Agreement. The original English versions shall be the only legally binding versions for the Client and BLACKWAVE CAPITAL. In case of discrepancies between the English version and other translations in the Client's possession, the original English version provided by BLACKWAVE CAPITAL on the website shallprevail.
This brief statement, which constitutes an addition to this Agreement, does not disclose all of the risks and other significant aspects of trading foreign exchange and derivatives. In consideration of the risks, you should enter into transactions with the mentioned products only if you understand the nature of the contracts and the contractual legal relationship into which you are entering and the extent of your exposure to risk. Transactions in foreign exchange and derivatives are not suitable for many members of the public. You should carefully consider whether transacting is appropriate for you in light ofyour experience,objectives,financialresources andotherrelevant circumstances.
This Agreement shall be construed and governed in accordance with the laws of Mauritius. Each party therto irrevocably attorns to and submitsto the exclusive jurisdiction of the Courts of Mauritius with respect to any disputes arising under, out of, or connected with this Agreement The language of the arbitration proceedings shall be the English language. Wherever possible, each provision of the Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of the Agreement shall be prohibited by or invalid under any applicable law, it shall only be invalid to the extent it is prohibited or invalid.
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