Terms of Dealing

Terms of Dealing with the AGORA-direct Limited

Table of Contents

  1. definitions and interpretation of terms
  2. introduction
  3. risk acknowledgement
  4. client categorisation
  5. services
  6. dealings between you and us
  7. use of the trading platform
  8. client money & custody of assets
  9. commissions, charges and other costs
  10. conflicts of interest
  11. client warranties & representations
  12. indemnity and limitations of liability
  13. confidentiality and adl’s disclosure of information
  14. amendments
  15. termination
  16. financial services compensation scheme
  17. complaints and disputes
  18. governing law and choice of jurisdiction
  19. miscellaneous
  20. notices

Please read these Terms of Dealing as they will govern your relationship with Agora - Direct Ltd (hereafter referred to as ADLweor us”).

 

1.      DEFINITIONS AND INTERPRETATION OF TERMS

 

1.1     In these Terms the following words shall, unless the context otherwise requires, have the following meanings and may be used in the singular or plural as appropriate:

 

Abnormal Trading Conditionsshall include, but are not limited to, the suspension or closure of any market or the abandonment or failure of any event to which we relate or quote or the occurrence of an excessive movement in the level of any Margin Trade and/or underlying market or our reasonable anticipation of the occurrence of such a movement;

 

"Account" means your trading account(s) at Interactive Brokers;

 

"ADLshall mean Agora-Direct Ltd, a company registered in England & Wales (no: 09349168) with its registered address at 5 Prospect Place, Millennium Way, Pride Park, Derby, DE24 8HG;

 

"Agent" shall mean an individual person or legal entity undertaking a transaction on behalf of another individual person or

legal entity but in his/its own name;

 

         

Appropriateness Assessmentmeans the process we use to assess the appropriateness of a product or Service for you;

 

"Authorised Person" shall mean a person authorised by you to give instructions to us in accordance with Clause 6.12;

 

"Business Day(s)" shall mean any day on which banks are open for business in the UK (other than a Saturday or Sunday or public holiday in London);

 

"CFD Contract" or "CFD" shall mean a contract which is a contract for difference by reference to changes in the price of the relevant security or index;

 

Client Application Formmeans the account application form completed by you and assessed by us;

 

"Client categorisation" shall mean any one of the following categories:

 

a) Eligible Counterparty (ECP);

 

 

b) Professional Client; and

c) Retail Client

as more specifically described in Clause 4;

 

 

Client Money Rulesmeans the provisions in the FCA’s Client Assets sourcebook relating to client money;

 

Conflict of Interest Policyshall mean our current policy regarding conflicts of interest which is available on our

Website. If you have any queries on our conflicts policy, please call   +44 (1332) 895 070 or email us at info@agora-direct.co.uk

before agreeing to these Terms;

 

"Contract" shall mean any contract, whether oral or written, for the purchase or sale of any commodity, security, currency or other financial instrument or property, including any derivatives such as an option, a future, a CFD or other transaction relating thereto, entered into by us with you or on your behalf;

 

"Durable Medium" means any instrument which enables you to store information in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the unchanged reproduction of the information stored e.g. email, paper etc;

 

EEAmeans European Economic Area;

 

 

Exchangemeans any securities or futures exchanges, alternative trading system or multi-lateral trading facility as the context may require from time to time;

 

"FCA" means the UK Financial Conduct

Authority and any successor body;

 

 

"FCA Rules" means the FCA Handbook of Rules and guidance, as from time to time varied, amended or substituted by the FCA;

 

Force Majeuremeans an event which is beyond the reasonable control of a party which shall include, without limitation, any technical difficulties such as telecommunications failures or disruptions, suspension or closure of any market, the imposition of unusual terms on the trading in any such market, the failure of any supplier or counterparty to perform its obligations, non-availability of our 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 we are a party to the conflict and including cases where only part of our functions are affected by such events;

 

"Inside Information" shall mean information that is not publicly available, which if it was publicly available would be likely to have a significant impact on the price of a financial product;

 

"Interactive Brokers" or “IB” shall mean Interactive Brokers (UK) Ltd, Interactive Brokers LLC or any other companies of which the ultimate parent is Interactive Brokers Group, Inc. with which you enter into a customer agreement or hold an account as a result of an introduction made by us;

 

Joint Accountholdermeans an Account held in the name of two or more persons and references to Joint Accountholder shall mean any one or all persons in whose name the Account is held;

 

Marginmeans a sum of money (or, where agreed, other collateral) that you are required to hold in your Account in order to open and maintain a Transaction.

 

"Margin Trade" shall mean a Contract opened and maintained based on a Margin deposit as opposed to a Contract based on a purchase price;

 

“Margin Utilisation” shall mean funds utilised for Margin purposes expressed as a percentage of other collateral and the Account Value less the amount of any funds on your Account which are not available to be used as Margin;

 

"Market Maker" shall mean a professional participant in the financial markets who continuously offers purchase and sale prices for a financial instrument in order to buy and sell respectively in the event of interested clients;

 

"Market Rules" shall mean the following:

 

i        the rules, including the regulations, customs and practices from time to time of any exchange, clearing house or other organisation or market involved in the conclusion, execution or settlement of a Transaction or Contract;

 

ii           the FCA Rules; and

 

 

iii          all other applicable laws, rules and regulations in force from time to time;

 

"Order Execution Policy" shall mean our current order execution policy for executing client orders available at our Website. Before agreeing to these Terms you should ensure that you have read our Order Execution Policy carefully. If you have any questions regarding the Order Execution Policy, please call +44 (1332) 895 070 or email info@agora-direct.co.uk before agreeing to these Terms;

 

"Power of Attorney" means a power of attorney, set out in our prescribed form, which is available on and can be downloaded from our Website or requested by telephone, fax or email;

 

"Principal" shall mean the individual person or the legal entity which is a party to a transaction;

 

"Security" shall mean any securities or other assets deposited with IB by you e.g. cash, shares, property etc.;

 

"Services" shall mean the services to be provided by us to you in accordance with these Terms;

 

"Settlement/Trade Confirmation" shall mean a notification from the account holding broker to you confirming your entry into a Contract;

 

"Trading Platform" shall mean any online trading platform made available by Interactive Brokers;

 

"Transaction(s)" means a transaction under these Terms; and

 

Websitemeans ADLs website at

www.agora-direct.com/uk

 

1.2  To the extent that the Payment Services Regulations 2009 apply, all relevant provisions shall be read so that they will not apply to you if you are not a consumer, micro-enterprise or a charity, where this is allowed under the Payment Service Regulations 2009.

 

1.3    In these Terms any references to us, “weor ourshall mean ADL.

 

1.4    In these Terms any reference to an individual person shall include bodies corporate, unincorporated associations, partnerships and individuals.

 

1.5     Headings and notes in these Terms are for reference only and shall not affect the contents and interpretation of the Terms.

 

1.6    In these Terms references to any law, statute or regulation shall include references to any changes made to that law or regulation.

 

1.7    These Terms are subject to Market Rules so that:

 

1.7.1 if there is any conflict between these Terms and any Market Rules, the Market Rules will prevail;

 

1.7.2   we may take or omit to take any action we consider necessary to ensure compliance with any of the Market Rules

 

1.7.3  all Market Rules and whatever we reasonably do or omit to do in order to comply with them will be binding on you; and

 

1.7.4 neither we nor any of our directors, officers, employees or agents shall be responsible if we reasonably take or omit to take any actions in order to comply with any Market Rules except where we have acted in negligence, fraud or wilful default.

 

2. Introduction

 

 

2.1     Agora-Direct Ltd is a company registered

          in England (number 09349168) with registered office at 5 Prospect Place, Millennium Way, Pride Park, Derby, DE24 8HG.

 

 

2.2     We are authorised and regulated by the UK Financial Conduct Authority under the Financial Services and Markets Act 2000 and entered on the FCA’s Register of authorised persons with number 706273. The FCA may be contacted at 25 North Colonnade, Canary Wharf, London E14

5HS or by telephone on 020 7066 1000.

 

 

2.3    Our main business is to introduce clients to IB to access online brokerage on  major financial markets combined with integrated trading platforms and solutions. Trading some of the products on offer within IB’s brokerage service carries a high level of risk and can result in losses in excess of your initial capital deposited as well as gains. The Services described in this Agreement are not suitable for everyone and are designed for clients who are knowledgeable and experienced in the financial services market and in the types of transactions described in these General Business Terms.

 

2.4     You should not deal in the products or sign up to receive the Services described in these Terms of Dealing unless you understand their nature and the extent of your exposure to risk.  You should also be satisfied that the products and services are suitable for you in the light of your circumstances and financial position. An explanation of the risks associated with the types of the products offered by IB is set out in the Risk Information and Protection Statement and you should ensure you fully understand such risks before accepting these Terms of Dealing. You should read these Terms carefully, including our Conflict of Interest Policy, the Risk Information and Protection Statement and the Products and Prices section of our Website and any other documents that we have supplied or will supply to you in the future. If you are not experienced in the types of transactions described in these Terms or if you are unsure about any of the Terms, you should seek advice from your independent financial adviser.

 

2.5   Our dealings with you will be conducted in the English language.  These Terms of Dealing are supplied to you in English.

 

2.6       We reserve the right to communicate with you using any Durable Medium, but we will normally contact you in writing or email in accordance with the Notices Clause below. You may communicate with us using email, fax, in writing or by telephoning us.

 

2.7     These Terms of Dealing and the Risk Information and Protection Statement set out matters which we are required to disclose to you under the FCA Rules.

 

2.8    We may provide an introduction or make arrangements with a view to you dealing with an overseas person who is not authorised to carry on investment business in the United Kingdom.  The investment services undertaken on your behalf (or provided to you) by such person are not covered by the rules and regulations governing the protection of investors in the United Kingdom.  This means that you will not have the benefit of rights, including compensation arrangements, designed to protect investors under FCA Rules.  Similar protections may, however, be provided in the jurisdiction within which the business is to be carried on.

 

2.9       These Terms of Dealing, the Risk Information and Protection Statement, the Client Application Form and the terms of each Transaction as they may be amended or supplemented from time to time together constitute a single agreement between you and us and are referred to as the Terms.

 

3.       RISK ACKNOWLEDGEMENT

 

 

3.1     You should be made aware that trading and investments in leveraged as well as unleveraged Contracts is:

 

i              highly speculative;

 

 

ii             may involve an extreme degree of risk; and

 

 

iii            is appropriate only for persons who, if they trade on Margin, can assume risk of loss in excess of their Margin deposit.

 

3.2     You acknowledge and agree that:

 

 

i              because of the low Margin normally required in Margin Trades, price changes in the underlying asset may result in significant losses, which losses may substantially exceed your investment and Margin deposit;

 

ii             when you enter into any Transaction, any profit or loss arising as a result of a change in the value of the asset or the underlying asset will be entirely at your risk;

 

iii            you are willing and able, financially and otherwise, to assume the risk of trading in speculative investments;

 

iv            you are aware that, unless otherwise agreed, we shall not conduct any continuous monitoring of the Transactions entered into by you. We will not be held responsible for the Transactions developing differently from what you might have expected and/or to your disadvantage;

 

v          You acknowledge and accept that guarantees of profit or immunity from loss are impossible in investment trading; and

 

vi          You acknowledge and accept that you have received no guarantees or similar representations of whatever nature as described in Clause 3.2 (v) above from us, or our representatives.

 

4.       CLIENT CATEGORISATION

 

 

4.1     In accordance with the FCA Rules, clients are classified into three main categories:

 

a) Eligible Counterparties (ECPs);

 

 

b) Professional Clients; and c) Retail Clients,

as each of these terms is defined in the

FCA Rules.

 

 

4.2    We will treat you as a Retail Client (unless we notify you in writing to propose that we treat you as a different type of client under FCA Rules). As a retail client you may have the right to elect to be re-categorised as a professional client. We will consider each request on a case by case basis, but will only accept such a request where we are able to do so in accordance with FCA Rules.

 

4.3     There are different levels of regulatory protection to each category of clients. In particular, Retail Clients are afforded the most regulatory protection; Professional Clients and ECPs are considered to be more experienced, knowledgeable and sophisticated and better able to assess their own risk and are therefore afforded fewer regulatory protections. However this does not mean that you will automatically be eligible to bring a claim under any investor compensation scheme or ombudsmen service available

 

4.4     Before activating your Account we are required by FCA Rules to carry out an Appropriateness Assessment. We will do this by asking you to answer certain questions, contained in the Client Application Form so that we can assess your knowledge and experience of the relevant product or service.  The ultimate determination of appropriateness is made by IB.

 

4.5     When assessing your Client Categorisation and afterwards when dealing with you, we will rely on the truth, accuracy and completeness of the information provided by you, including the information provided on the Client Application Form.  You expressly consent to us using and relying on all such information in making our assessment and in our dealings with you, including providing the information to IB for account opening purposes and to enable IB to make a final Appropriateness Assessment.

 

4.6     If there is a change in your personal circumstances you must notify us immediately of the change so that we and IB can consider your categorisation and the continued appropriateness of the products and services you are accessing.

 

4.7     We may review your Client Categorisation from time to time, upon request or otherwise, and may re-categorise you as we think fit.

 

4.8       We reserve the right to choose whether or not to provide services under the requested classification and to communicate our decision to IB following the outcome of a further Appropriateness Assessment.

 

5.       SERVICES

 

 

5.1     Upon successful completion of the account opening process, your account will be held by IB and you will have a direct customer agreement with IB.

 

5.2    We will provide assistance to you in setting up and administering your Account, this will include:

 

i         assistance with installing and setting up IB’s software and Trading Platform on your computer and relevant electronic devices; and

 

 

ii        ongoing technical support with the use of IB’s software and Trading Platform.

 

5.3   You accept that whilst we will always exercise reasonable care and skill in attempting to resolve as quickly as possible any technical issues you may have with IB’s software and the Trading Platform, it may not always be possible for us to resolve such issues.  Where this is the case we will contact and engage IB’s technical support function to assist to resolve the issue(s) as soon as reasonably practicable.

 

5.4     Subject to you fulfilling your obligations under these Terms, and upon receipt of your express instructions we may transmit or execute (via our master account with IB) your orders for Transactions in the following investments and instruments:

 

i            Futures and CFDs on the following underlying assets: commodities, securities, interest rate and debt instruments, stock or other indices, currencies and base and precious metals;

 

ii           Spot and forward bullion, currencies, and OTC derivatives;

 

iii          Securities, including shares, bonds, and other debt instruments, including government and public issues;

 

iv          Options and warrants to acquire or dispose of any of the instruments above, including options on options;

 

v           Managed assets whether as OTC or stock exchange traded instruments;

 

vi          Such other investments as IB may from time to time give you permission to trade, subject to Client categorisation; and

 

 

vii         You should ensure that you have carefully read the risk descriptions in relation to each of these products set out in the Information Notice at Schedule 1 before entering into Transactions or Contracts.

 

5.5     The Services provided by ADL may involve:

 

i           Transactions that require the provision of Margin;

 

 

ii           Short sales (i.e. sales where one party to the Contract is obliged to deliver an asset which it does not possess); or

 

 

iii          Transactions in instruments which are: traded on exchanges which are not recognised by the FCA or designated investment exchanges according to the FCA Rules; and/or not traded on any stock or investment exchange; and/or not immediately and readily realisable.

 

5.6        We will treat you as our client and will provide the Services to you and hold you responsible for your obligations under these Terms.  This remains the case even if you notify us that you are acting as the Agent of an identified Principal, unless we agree in writing to treat that Principal as our client, or you appoint an Agent to act on your behalf and complete a Power of Attorney.

 

5.7    We may provide information or disseminate research to you from time to time. You acknowledge and accept that we are not providing you with any investment advice or recommendations and shall not be responsible or liable in any way for the outcome of any Transaction or Contract entered into by you in reliance on any information or research provided by us except in the case of our fraud, gross negligence or wilful default. You further acknowledge, and accept that:

 

i             All Transactions in exchange-traded investments and Contracts can be affected by Market Rules including but not limited to circumstances such as an emergency situation or under Abnormal Trading Conditions;

 

ii             If any exchange, clearing house or other organisation or market takes any action which affects a Transaction or Contract then we may take any action we consider necessary or desirable to protect the interests of you and/or us;

 

 

iii            We shall not be held liable for any loss suffered by you (as further stipulated in Clause 12) as a result of the acts and/or omissions of any exchange, clearing house or other organisation or market or any action reasonably taken by us as a result of such acts and/or omissions except in the case of our fraud, gross negligence or wilful default in connection therewith;

 

iv          Where any Transaction is effected by us as Agent for you, delivery or payment (as appropriate) by the other party to the transaction shall be at your risk;

 

 

v        We may in whole or in part, on a permanent or temporary basis withdraw any account facility provided to you. Situations where we may take such action include situations where:

 

<![if !supportLists]>a.       <![endif]>We reasonably believe that you may be in possession of Inside Information; or

 

<![if !supportLists]>b.       <![endif]>We reasonably believe that there are Abnormal Trading Conditions

 

We will provide you with written notice of the withdrawal and the reasons for it, where possible, before the withdrawal and if this is not possible immediately thereafter, unless the provision of such notice would be unlawful.

 

5.8   The decision about whether to proceed with an individual Transaction, and the details of that Transaction, lies solely with you.  You should familiarise yourself with the specific features of your Transaction and consider the advantages and disadvantages before deciding to proceed with a Transaction.

 

5.9   We will not provide any advice to you nor will we make any recommendations in relation to or in respect of any Transactions. You should obtain independent investment advice before making the decision to enter into any Transaction or to undertake any investment or trading activity.

 

5.10  We will not provide any advice to you on or in relation to any tax issues related to any Services. You should obtain independent advice with respect to the tax implications of any Services.

 

6.      DEALINGS BETWEEN YOU AND US

 

6.1    You shall promptly give any instructions to us, which we may reasonably require. If you do not give such instructions promptly, we may, at our reasonable discretion, take such steps at your cost, which we consider necessary or desirable for our or your protection. This provision shall also apply where we have tried but are unable to obtain contact with you and it is necessary for us to receive your instructions as quickly as possible.

 

6.2     You shall be responsible for all orders, and for the accuracy of all information, sent via the internet using your name, password or any other personal identification means implemented to identify you.

 

6.3     We shall act according to instructions as soon as practically possible. However if, after instructions are received, we believe that it is not reasonably practicable to act upon such instructions within a reasonable time, we may defer acting upon those instructions until it is, in our reasonable opinion, practicable to do so.

 

6.4     We may decide to refuse to accept any instruction, provided that we inform you of our refusal as soon as reasonably practicable.  We will endeavour to provide you with a reason for any refusal unless provision of such notice would be unlawful.

 

6.5     You acknowledge that we may record all telephone (landline and mobile) conversations, internet communications, and meetings between you and us. Such recordings shall be and remain our sole property and will be accepted by you as conclusive evidence of the orders, instructions or conversations so recorded. You agree that we may deliver such recordings or copies of transcripts of such recordings to any court, regulatory or government authority.

 

 

Your instructions – account administration

 

6.6    You or any person granted Power of Attorney by you and notified to us in accordance with Clause 6.12 (an Authorised Person) may provide us with verbal or written instructions concerning the administration of your Account or any other matter (other than the execution of Transactions), which shall include instructions provided by telephone, via the internet or by e-mail. If you are a legal entity, you must notify us in writing of which individuals in that legal entity will be Authorised Persons, but these individuals are not required to be authorised using a Power of Attorney.  We shall acknowledge receipt of the instructions verbally or in writing, as appropriate.

 

Your instructions – telephone orders

 

6.7    You or any person granted Power of Attorney by you and notified to us in accordance with Clause 6.13 (an Authorised Person) may provide us with verbal instructions concerning the execution of a Transaction through the Trading Platform on your behalf. Such verbal instructions shall only be accepted by telephone when you are unable to access the Trading Platform yourself for technical or other good reason. 

 

6.8    We will not accept or act       upon an written instruction to execute or arrange the execution of a Transaction on your behalf, whatever form such written instruction may take.

 

Your instructions - Joint Accountholders

 

 

6.9    We may act upon instructions received from any Joint Accountholder, or any person who appears to us to be such a Joint Accountholder.

 

6.10  Any notice or other communication provided by us to any Joint Accountholder shall be deemed to have been provided to all Joint Accountholders.

 

6.11  You accept that we are allowed to reveal all information about the joint account(s) to any Joint Account Holder.

 

        Your instructions – Powers of Attorney

 

6.12  You shall provide us with written notification of the persons to whom you have granted a Power of Attorney. If you at any time wish to revoke or amend a Power of Attorney or grant Power of Attorney to a different person in place of the existing Attorney, you shall inform us in writing immediately. We will be entitled to rely on your written notification without further enquiry as to whether the Power of Attorney has been granted, revoked or amended lawfully.

 

6.13    Subject to the provisions within the Power of Attorney, you authorise us to rely and act on any order, instruction or communication we receive from you or an Authorised Person without further enquiry as to the authenticity, genuineness, authority or identity of the person giving or claiming to give such instructions.  You will be responsible for and bound by all orders we execute or transmit on your behalf and will be accountable to us for all losses, expenses, costs and liabilities we may suffer as a result of or in connection with such orders, instructions or communications.

 

        Dealings in our absence – locum arrangements

 

6.14  In the event that either there is a technical issue such that your Account cannot be accessed via our Website or we are unavailable to provide support in accordance with clause 5 or accept telephone orders in accordance with clauses 6.7 and 6.8, you will be directed to contact IB by telephone.  Such notice will be given by electronic means in accordance with clause 20 promptly upon such a situation arising.

 

7.       USE OF THE TRADING PLATFORM

 

7.1     In order to access and operate the Trading Platform, the technical requirements to which your IT equipment, operating system, Internet connection etc. shall conform are described on our Website.

 

7.2       It is your responsibility to keep your password(s) secure and confidential.  You must not share your password details with any other party unless that party has completed and returned the prescribed Power of Attorney to us. If you have told someone your password or log-in details, or suspect that someone may know your password or log-in details, please notify us immediately by calling us on +44 (1332) 895 070 or emailing us at info@agora-direct.co.uk.

 

7.3       You must enter your user ID and password when logging on to our Website or the Trading Platform. Entering an incorrect password 3 times in a row will automatically terminate the connection and block the user ID. We will notify you in writing of any termination/blocking and the reasons for it, where possible, before such termination/blocking occurs and if this is not possible, immediately thereafter, unless giving such information would be unlawful.

 

7.4    The right to use our Website and the Trading Platform is restricted to your own use only, and you should not allow any other persons to use your user ID and/or password. If you wish to allow a third party to operate the Account on your behalf excluding employees who are Authorised Persons, if you are a legal entity, you must provide us with the prescribed Power of Attorney to authorise the relevant third party.

 

7.5   Following our approval of a third party pursuant to Clause 7.4 above or where, if you are a legal entity, you have registered employees as your Authorised Persons, we shall issue a personal user ID and password to each such Authorised Person.

 

 

7.6   You shall notify us by telephone on +44 (1332) 895 070 without undue delay on becoming aware of unauthorised access to your account and the use of the Trading Platform, or if you suspect that your password security has been compromised.

 

7.7     You may block access to your Trading Platform at any time by contacting us by telephone on +44 (1332) 895 070. Open orders and positions placed on the Trading Platform before blocking will not be affected by the blocking unless you specifically request so.

 

          Limitations of our liability – use of the Trading Platform

 

7.8     The Trading Platform provided by IB may be available in several versions as a result of software updates and fixes, which may be differentiated in various respects including, but not limited to the level of security applied, products and services available etc. We shall not be liable to you for any loss, expense, cost or liability sustained by you due to you using a version of the Trading Platform different from IB’s latest updated version as long as we have made reasonable efforts to inform you of latest version of the Trading Platform.

 

7.9     We shall not be responsible for losses resulting from your installation and use of the computer programs used on the Trading Platform.  Nor shall we be responsible for losses resulting from your lack of access to the Trading Platform as a result of any failure of software or hardware that is entirely outside of our control.

 

8.    CLIENT MONEY AND CUSTODY ASSETS

 

 

8.1     We will not hold client money or Securities as custodian or otherwise. IB, as account holding broker, will be responsible for the safe custody of all Client money and Securities in accordance with applicable FCA Rules.

 

8.2     We will use reasonable care and skill in selecting and monitoring IB in its capacity as account holding broker but we will not be liable for IB’s acts or omissions, insolvency or dissolution other than as a result of our negligence, wilful default or fraud

 

9.       COMMISSIONS, CHARGES, AND OTHER COSTS

 

9.1   You agree to pay to us the commissions and charges set out in the Products & Prices section of our Website.

 

9.2     We may vary such commissions and charges without notice when the change is to your advantage, or the grounds for changes are due to external circumstances beyond our control. Such circumstances are:

 

i      Changes in the relationship with our counterparties, including IB, which affect our cost structures; and/or

 

ii     Changes in commissions and charges from exchanges, clearing houses, information providers or other third party providers that are passed on to you by us.

 

9.3     We may vary such commissions and charges from time to time, by providing you with at least 10 days’ written notice of such variation and, where we deem it appropriate, the reasons for such variation.

 

9.4     In addition to such commissions and charges, you must also pay all applicable VAT, stamp duty, stamp duty reserve tax and any other taxes, levies or Transaction Costs.

 

9.5     Please note that there is the possibility that other taxes or costs may exist that are not paid through us or imposed by us.  You will at all times be fully responsible for payment of all other taxes due, for making all claims, for filing any tax returns and for providing any relevant tax authorities with information in relation to the services we carry out for you or your money and investments.

 

9.6     We may share charges with our associates and other third parties or receive and retain payment from them in respect of Transactions carried out on your behalf. Details of any such payments or sharing arrangements will be made available to you before any such payments or sharing arrangements are made.

 

9.7   If you are required by law to deduct or withhold any sum for tax or other reasons, the amount owed to us will be increased, so that after you make such a tax deduction or withholding, we receive the same amount as if no such deduction or withholding had been made.

 

9.8     We may impose certain reasonable additional charges as set out from time to time in writing to you, which you shall have to pay in the event that you do not comply with your obligations under these Terms. These additional charges may include, without limitation, any reasonable legal costs we may incur as a result of

your failure to comply with these Terms. No additional charges are payable by you by virtue of the fact that these Terms are entered into via email or other distance means.

 

9.9     The fees will be charged as a fixed amount or as a percentage corresponding to the service performed (subject to minimum amounts as detailed in the Products & Prices section of our Website). The methods of calculation can be combined. We reserve the right to introduce new fees, but we will notify you in good time before these are payable in accordance with Clause 14.

 

9.10    Unless specified otherwise in these Terms, all amounts due to us (or Agents used by us under these Terms) shall, at our discretion:

 

          i          be deducted from any funds held by IB for you; or

 

        ii          be paid by you in accordance with the provisions of the relevant difference account, Settlement/Trade Confirmation or other advice.

10.     CONFLICTS OF INTEREST

 

10.1    Please refer to our Conflicts of Interest Policy, available on our Website or in hard copy on request, for further information on how we manage conflicts which would affect the impartiality of the services we provide to you. If you have any questions on our conflicts of interest policy, please call +44 (1332) 895 070 or email us at info@agora-direct.co.uk before agreeing to these Terms.

 

11.    CLIENT WARRANTIES & REPRESENTATIONS

 

11.1   Representations and warranties are personal statements, assurances or undertakings given by you to us on which we rely when we deal with you. You make the following representations and warranties at the time you enter into these Terms, at the date of every Transaction or any time you give us any other instruction:

 

         i            if you are an individual, you are over 18 years old and you have full capacity to enter into these Terms;

 

        ii            you have all necessary authority, powers, consents, licences and authorisations and have taken all necessary action to enable you to lawfully enter into and perform your obligations under these Terms and such Transactions;

 

          iii            the persons entering into these Terms and each Transaction made on your behalf have been duly authorised to do so;

 

          iv            these Terms, each Transaction and the obligations created under them both are binding upon you and enforceable against you in accordance with their terms (subject to applicable principles of law) and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;

 

        v            any information you provide or have provided to us in respect of your financial position, domicile or other matters is complete, accurate and not misleading in any material respect; and

 

vi        you are willing and financially able to sustain a total loss of funds resulting from a Transaction.

 

11.2   You undertake that:

 

 

         i            you  will at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences and authorisations referred to in this clause;

 

         ii           you will take all reasonable steps to comply with all Market Rules in relation to these Terms and any Transaction, so far as they are applicable;

 

iii        you will not send orders or take any action that could create a false impression of the demand for or value of a financial instrument, or send orders which you have reason to believe are in breach of Market Rules.  You shall observe the standard of behaviour reasonably expected of persons in your position and not take any step which would cause us to fail to observe the standard of behaviour reasonably expected of persons in our position; and

 

       iv          upon demand, you will provide us with any information that we may reasonably require as evidence of your compliance with the matters referred to in this clause or any Market Rules.

 

12.    INDEMNITY AND LIMITATIONS OF LIABILITY

 

12.1   You shall compensate us for all foreseeable losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise and including reasonable legal fees) which may be suffered or incurred by us as a result of or in connection with your breach of these Terms unless and to the extent that such losses, taxes, expenses, costs and liabilities are suffered or incurred as a result of our fraud, gross negligence or wilful default.

 

12.2   To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and/or costs resulting from or arising out of any act or omission by any person obtaining access to your account by using your designated user ID and/or password, whether or not you authorised such access.

 

12.3  This right to compensation shall survive any termination of this Agreement.

 

12.4    Unless we are prohibited from excluding such liability by law (for example, for losses relating to death or personal injury or caused by our fraud), we shall not be liable for any loss (including consequential and other indirect losses), expense, cost or liability (together referred to as "Loss") you sustain in connection with, or directly or indirectly arising from:

 

 

i.       the provision of the Services unless and to the extent that such Loss is suffered or incurred as a result of ADL's gross negligence or wilful default;

 

ii.         any Loss due to actions taken by ADL  according to its rights under the Terms;

 

iii.      any error or failure in the operation of the Trading Platform or any delay caused by the Trading Platform;

 

iv.        Transactions made via the Trading Platform;

 

 

v.       any failure by us to perform any of our obligations under these Terms as a result of a cause beyond our control or any Force Majeure event; or

 

 

vi.       the acts, omissions or negligence of IB, any nominee, sub-custodian, intermediate broker, settlement agent, third party service provider or trade repository except to the extent caused by our negligence, fraud or wilful default.

 

12.5    Subject to Clause 12.4, we are responsible for losses you suffer as a result of us breaking these Terms if the losses are a foreseeable consequence of us breaking these Terms. Losses are foreseeable where they could be contemplated by you and us at the time these Terms were entered into. We are not responsible for indirect losses which happen as a side effect of the main loss or damage and which are not foreseeable by you and us (such as loss of profits or loss of opportunity).

 

12.6  You will pay us for any losses we may incur if you fail to perform any of your obligations under these Terms or a Transaction, or from your use of the Trading Platform.

 

12.7    You acknowledge, recognize and accept that any market information and research disseminated by ADL does not constitute: investment advice, an offer to buy or sell; or the solicitation of an offer to buy or sell a Contract and that such information and research, although based upon information from sources believed by ADL to be reliable, may be based solely on a brokers opinion and that such information may be incomplete and may be unverified and unverifiable. ADL makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information or trading recommendation provided to you.

 

12.8   In the event that a situation arises that is not covered under these Terms, we will resolve the matter on the basis of good faith and fairness and, where appropriate, by taking such action as is consistent with market practice and/or taking into account the treatment we may receive from a Counterparty or any relevant third party.

 

13.    CONFIDENTIALITY AND ADL'S DISCLOSURE OF INFORMATION

 

13.1   Neither party shall disclose any information relating to the business, investments, finances or other matters of a confidential nature of the other party (the Confidential Information) of which it may in the course of its duties obtain possession of, and each party shall use all reasonable endeavours to prevent any such disclosure.

 

13.2    The provisions of Clause 13.1 shall not apply to the following circumstances:

           

i         where disclosure of confidential information is required by law or if requested by any regulatory authority or exchange having control or jurisdiction over us;

 

ii        to investigate or prevent fraud or other illegal activity;

 

iii       to any third party, including IB, in connection with the provision of Services to you by us;

 

iv       for purposes ancillary to the provision of the Services or the administration of your Account, including, without limitation, for the purposes of credit or identification enquiries or assessments;

 

v        if it is in the public interest to disclose such information; or

 

vi       at your request or with your consent.

 

 

13.3   We may use, store or otherwise process personal information provided by you in connection with the provision of the Services.

13.4   We are registered as a data controller in the United Kingdom under the Data Protection Act 1998.

 

13.5   If you are an individual, we are obliged to supply to you, on request, a copy of the personal data which we hold about you (if any), provided that you pay a small fee.

 

13.6   You acknowledge and accept that by signing these Terms, you will be consenting to the transmittal of your personal data (and/or have obtained consent from individuals working on your behalf) outside the EEA.

 

13.7   You agree that we may pass information about you which you have provided to us to IB and to external companies to help us to process and/or analyse this information as part of the provision of Services to you.

 

13.8   With your permission, personal data may also be used for marketing purposes or to conduct market research for us, which we may use to bring to your attention products and services that may be of interest to you, and also to assist in the efficient provision of the Services.  You should advise us in writing should you not wish your personal data to be used for such purposes.

 

14.     AMENDMENTS

 

 

14.1  We may vary these Terms at any time by giving you written notification of the changes. We will only make changes where necessary, including but not limited to the following reasons:

 

i              to make the terms clearer or more favourable to you;

 

ii             reflecting legitimate changes in the cost of providing Services to you;

 

iii            reflecting a change in the Market Rules or any other applicable law, regulation or codes of practice or decisions by a court, ombudsman, regulator or similar body;

 

iv            reflecting changes in market conditions; or

 

v             reflecting changes in the way we do business or providing new services or products to you.

 

14.2    Any amendment to these Terms will come into effect on the date specified by us which will, in most cases, be at least 10 business days after you are deemed to have received notice of the amendment

in accordance with Clause 20 (unless it is impractical in the circumstances to give

10 days’ notice). Any amended Terms will supersede any previous Terms between you and us. 

 

14.3   If you object to any change you must tell us within 10 days of the date the notice

is deemed to have been received by you. If you do not do so, you will be deemed to have accepted the change(s). If you give us notice that you object, then the changes will not be binding on you, but we may close your Account as soon as reasonably practicable and/or restrict your activity to Transactions which will close out your open positions.

 

15.     TERMINATION

 

15.1  These Terms shall remain in full force and effect until terminated in accordance with this clause.

 

15.2   These Terms 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.  If we terminate these Terms we will give you at least 10 daysnotice of the termination. If we have serious grounds or valid reasons for doing so, we may however terminate the Terms with less than ten (10) Business Daysnotice, including immediately.

 

15.3   On the termination of this Agreement, all amounts payable by the Client to ADL will become immediately due and payable, including (but without limitation) all outstanding fees, charges and commissions, any dealing expenses incurred by terminating these Terms.

 

15.4    Upon termination of these Terms we will be entitled, without first giving notice, to stop providing you with access to the Trading Platform.

 

15.5    The termination of these Terms will not affect any rights which may already have arisen or obligation which may already have been incurred by either party under these Terms.

 

16.     FINANCIAL SERVICES COMPENSATION SCHEME

 

16.1  As an FCA regulated firm, we are a member of the Financial Services Compensation Scheme (the Scheme).  You may be entitled to compensation from the Scheme if we cannot meet our obligations to you.  This depends on the type of business and the circumstances of the claim.  The Scheme is only available to certain types of claimants and claims.  Payments under the Scheme in respect of investments are subject to a maximum payment to any eligible investor of 100% of the first

£50,000.  The amounts of compensation

may be changed from time to time and you should check your entitlement with the Scheme.  Further information about compensation arrangements is available from the Scheme by calling their Helpline on 0207 892 7300, or logging onto their website at ww.fscs.org.uk or writing to the Financial Services Compensation Scheme, 7th Floor, Lloyds Chambers, 1 Portsoken Street, London, E1 8BN.

 

17.     COMPLAINTS AND DISPUTES

 

 

17.1   If you have a reason to make a complaint please write in the first instance to:

 

Markus Nowatzki

Agora-Direct Ltd

Flat 8, Stanmore Road

Edgebaston

Birmingham

B16 9ST

 

Or email:

info@agora-direct.co.uk

 

 

17.2    Any complaint will be fully investigated and a full resolution sought.  ADLs complaints procedure is available upon request, but will automatically be provided to you if a complaint is received.

 

17.3   If you are unhappy or dissatisfied with our handling or findings in relation to a dispute or complaint you may refer the matter to the Financial Ombudsman Service for further investigation at Financial Ombudsman Service, South Quay Plaza, 183 Marsh Wall, London E14 9SR.

 

 

18.     GOVERNING LAW AND CHOICE OF JURISDICTION

 

18.1    This Agreement is governed by English Law and subject to the non-exclusive jurisdiction of the English courts.

 

19.     MISCELLANEOUS

 

19.1    If at any time any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect 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.

 

19.2    You may not assign your rights or delegate any of your obligations under these Terms or according to any Contract to others     whereas we may assign our rights or       delegate our obligations to any regulated financial institution without your consent.

 

19.3    The rights and remedies contained in these Terms are cumulative and not exclusive of any rights or remedies created or imposed by law.

 

19.4    No delay or omission on our part in exercising any right, power or remedy provided by law or under the Terms, or partial or defective exercise thereof, shall:

 

i              Impair or prevent any further or other exercise of such right, power or remedy; or

 

ii             Operates as a waiver of such right, power or remedy                   

19.5   No waiver of a default in these Terms 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 authorising a continuation of the particular breach.

 

19.6   You hereby ratify all Transactions effected prior to your acceptance of these Terms and agree that your rights and obligations in respect thereto shall be governed by these Terms.

 

20.     Notices

 

20.1   Any notice or other communication given under these Terms must be in writing and in English and may be:     

 

i              made by electronic means, including email or if sent by us to you by display on our Website;

 

ii             delivered personally;

 

iii            sent by prepaid recorded delivery or registered post, or registered airmail in the case of an address for service outside the United Kingdom; or

 

iv            by fax with a confirmatory copy sent by post (as above), to your or our address as specified in this Agreement or to such other address, the email address of fax number as either you or we may have last notified to the other, as applicable.

 

20.2   Any such notice will be considered to have been served:

 

i              if delivered by hand, at the time of delivery;

 

ii             if sent by prepaid recorded delivery or registered post, two clear Business Days after the date of posting (i.e. not including the day of posting itself); and