This agreement is a legally binding contract. By accepting this agreement, you acknowledge that you have read, understood and accepted the terms, policies and procedures laid out in this document for yourself and behalf of any customer or customers on whose behalf you are acting as an agent.
This agreement is non-negotiable and supersedes any other contractual agreements (express or implied) relating to this same subject matter which may have been entered by the parties or issued by CmxFx, or its affiliates.
For the purpose of this agreement the definitions are as follows:
“Agreement” means this document as a part or whole and the terms listed herein.
“Customer” means the undersigned individual or legal entity, including a corporation, limited liability company or partnership.
“Discretionary Services” means transactions where CmxFx act as the customer’s agent, in fulfilling the orders under this agreement.
“Execution Only Service” means trades executed where the client makes his own decisions without receiving any specific or general advice about the merits or risks of the trade or their suitability from CmxFx.
“CmxFx”includes its successors, employees and assignees.
2.1 Reference to “CmxFx”, “we”, “us” and “our” pertains to CmxFx. Reference to "you" and "your" refers to each and all of the people or organizations identified as the customers. Any reference to "you" or "your" in this agreement shall (where the context permits) be considered to be joint and several. CmxFx and the customer have been referred to individually as “party” or collectively as “parties”.
2.2 This agreement will take effect on the date that we send to you a copy of the agreement signed by you or if earlier, on the date when we first provide you with the services envisaged by this agreement.
2.3 All matters relating to this agreement shall be conducted in the English language.
2.4 You acknowledge and accept that you are jointly and severally liable for all obligations, liabilities, charges, costs and expenses incurred pursuant to this agreement.
2.5 For the purpose of this agreement you acknowledge and accept that:
2.5.1 You are all legally entitled to enter into this agreement and that none of you are aware of any reason why any other person signing this agreement should not be entitled to do so;
2.5.2 All of you have read this agreement in full and confirm that you fully understand the terms and conditions and the risks involved;
2.5.3 We shall not be under any obligation to pursue all of you equally (or at all) to enforce any part of this agreement. We may at our absolute discretion seek to enforce this agreement in whole or part against all or any of you;
2.5.4 Without prejudice to clause 2.5.3, we shall be entitled to treat any breach by any of you as a breach by all of you. In the event of breach we shall be entitled to enforce any of our rights under this agreement against all or any of you.
3.1 The services we will provide under this agreement will consist of execution-only services and/or such other services (including discretionary services) as may be specifically agreed in writing between us.
3.2 Where we have agreed to provide "Discretionary Services" (that is, where we are to effect transactions on your behalf at our complete discretion without specific instructions and/or recourse to you) we will provide you with services, including but not limited to investment arrangement, monitoring, intermediary and management services as reasonably necessary.
3.3 We will act in good faith and with due diligence, when exercising discretion for your account (without prior reference to you) to effect transactions or otherwise deal in investments or other assets and take all day-to-day decisions and otherwise act as we judge appropriate in relation to the discretionary services, provided always that we shall not be responsible or liable for the selection of any transaction limits or restrictions or any investment objectives requested by you.
3.4 In the provision of discretionary services, we will normally act as agent on your behalf.
3.5 Our obligations are subject to any limits or restrictions which we may agree in writing, and any statutory, regulatory, legal or market requirements.
3.6 We reserve the right at our absolute discretion to restrict or prohibit your use of or access to certain contracts.
3.7 Our activities with you under this agreement may include transactions executed by us with you which relate to the financial instruments where you are required to provide cash or collateral to secure the performance of obligations when (a) the contract you have entered into with us fails to be completed or (b) upon closing out of a contract.
3.8 We are authorized by you to undertake steps which we consider necessary or appropriate either to provide the services or to comply with any applicable laws or regulations as may be appropriate. You agree to ratify and confirm everything lawfully done in the exercise of such discretion.
3.9 Except where expressly agreed in writing we will not be responsible for the provision of any tax or legal advice in relation to the services.
3.10 Notwithstanding the remainder of this agreement, we will treat you as our customer and we have no obligation and accept no liability to any other person for whom you may be acting as an agent intermediary or fiduciary (whether or not the existence or identity of such person has been disclosed to us) and your obligations to us shall not be diminished in any way by reason of your so acting.
3.11 We will not be obliged (or liable for breach of this agreement) to effect any transaction nor do anything else which we believe would breach any statute law or regulation.
3.12 If your account(s) held with us relating to this agreement comprise(s) more than one account with us, we will have the right without prejudice to any other right we may have to combine all or any such accounts and set off any amount at any time owing from you to us or any associate on any existing account.
4.1 You should also advise us in writing as soon as possible of your investment objectives and any relevant restrictions. Any such restrictions shall not be treated as breached solely as a result of subsequent variations in the value or price of any investment(s) or other asset(s) credited to the account.
4.2 CmxFx or its employees do not provide any advisory service. Any investment or trading decision is taken by you.
5.1 Upon receipt of your application form, we may carry out credit or other checks as we deem appropriate from time to time including without limit obtaining references from your bank, employer or credit agencies. Credit reference agencies will record details of the search irrespective of whether your application proceeds or not. We reserve the right to carry out further credit checks at any time whilst this agreement is in force.
5.2 You must notify us immediately of any material changes to any of the information set out in your application form.
5.3 In the event that your application form is accepted, we will open an account for you and provide you with a user id and account number. You must not disclose these details to any other person. In the event that you believe that these details are known by a third party then you will notify us immediately. You will assist us in investigating any misuse of your account.
5.4 You confirm that you are responsible to keep the credentials assigned to you in a safe manner. We will not be responsible if your credentials are misused nor obliged to confirm or check the identity of anyone using or quoting your account.
5.5 In addition to the above and without limiting the generality of this clause, you:
5.5.1 Confirm that the bank account details are complete and accurate and that you will notify us immediately if these change and will provide us with such documentation as we request in respect of such revised bank account;
5.5.2 Confirm that (unless otherwise agreed by us) the bank account relates to a bank account opened in your country of main residence;
5.5.3 Acknowledge and accept that we are under no obligation to transfer any monies to or accept any monies from any account other than the bank account.
5.6 Except as otherwise expressly provided in this agreement, if you have more than one account with us, these will be treated entirely separately. Therefore, any credit on one account (including monies deposited as margin) will not discharge your liabilities in respect of another account unless we exercise our rights under this agreement.
5.7 It is your responsibility to maintain your account at all such times. This includes ensuring that the required level of margin is in place. If you have more than one account, this responsibility will relate to each account separately, unless we have agreed otherwise in writing with you.
5.8 Except in the case of fraud, we do not accept responsibility for any loss or damage suffered by you as a result of your trading on monies deposited in or credited to your account in error by or upon your behalf.
5.9 We reserve the right to close or suspend your account at any time in accordance with the terms of this agreement.
5.10 All instructions or orders from you in respect of trades or transactions to be entered into by you shall be made by you using the relevant online systems and access provided to you for this purpose. You shall be responsible for safeguarding your access in respect of such online trading systems and shall ensure that your relevant access details and/or passwords are kept secure and strictly confidential at all times.
5.11 We shall be entitled to act upon any instructions or orders that purport to be sent by or from you using the online trading systems and we shall have no responsibility to monitor or verify any such instructions or orders in any way. Once given instructions or orders may only be withdrawn or amended with our prior consent. You accept that we shall at no time be required to accept any instructions or orders from you that are not sent using the relevant online trading system. This shall be the case notwithstanding any delay or malfunction of the online trading systems or otherwise.
5.12 We may at our absolute discretion refuse to accept or act in accordance with any instructions or orders, without being under any obligation to give any reasons. If we decline an instruction or order we will take reasonable steps to notify you promptly of this but subject to this will not be liable for any failure to accept or act on such instruction or order.
5.13 You accept that you are responsible for keeping track and acting upon key dates, times and events in respect of any contract.
5.14 You acknowledge and accept that trades are executed in real time and as such we cannot be held responsible for any error or mistake incurred as a consequence of your act or omissions.
6.1 The occurrence of any of the following events shall constitute an event of default (''event of default''):
6.1.1 You fail to comply fully and immediately with any obligation to make any payment when due to or required by us (including any obligation to pay margin); or
6.1.2 You default on any other obligation owed to us (including any transaction governed by this agreement); or
6.1.3 Any representation or warranty made by you was or has become or subsequently would if repeated at any time be incorrect; or
6.1.4 We acting in our absolute discretion determine that there is or has been an adverse change in the creditworthiness of any party providing a guarantee and/or indemnity in respect of your obligations under this agreement; or
6.1.5 You commence a voluntary case or other procedure seeking or proposing liquidation, reorganization, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to yourself or to your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law, or seeking the appointment of a trustee in bankruptcy, receiver, liquidator, administrator or other similar official (each an "insolvency official") of yourself or any part of your undertaking or assets; or take any corporate action to authorize any of the foregoing; and, in the case of a reorganization arrangement or composition, we do not consent to the proposals; or
6.1.6 An involuntary case or other procedure is commenced against you seeking or proposing reorganization or an administration order, liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to yourself if insolvent) or seeking the appointment of a insolvency official of yourself or any part of your undertaking or assets; or
6.1.7 You die, become incapacitated or of unsound mind, are unable to pay your debts as they fall due (or where you are the trustee of a trust you are unable to pay your debts incurred in that capacity out of the assets of the trust), or you are bankrupt or insolvent as defined under any bankruptcy or insolvency law applicable to you; or any of your indebtedness is not paid on the due date; or
6.1.8 At any time due to market fluctuations or for any other reason we shall in good faith but otherwise in our absolute discretion consider it necessary for our own protection;
6.1.9 (Without prejudice to the above), you breach any term of this agreement and fail to rectify the same within fifteen (15) days of being required by us to do so.
6.2 Upon or at any time following an event of default we may on notice to you and without prejudice to any other rights hereunder or under any transaction, contract or law, take any and all actions that we consider to be necessary or desirable in the circumstances, including, but not limited to the following:
7.1 We will segregate your money from ours in a bank account at an approved bank.
7.2 We may pass money received from you or held by us to an exchange, intermediate broker or clearing house to effect a transaction or to satisfy your obligation to provide margin or collateral.
7.3 No interest will be paid on funds held with us.
7.4 It is your responsibility to ensure that you only transfer funds to the account details provided to you by us and identified on our website and not to any other account. You agree that unless we advertise a change of account details on our website under no circumstances should you transfer funds into any account other than that which has been provided to you by us.
8.1 Your securities and any other assets shall at all times be held by us subject to a general lien and right of set off against your obligations whether or not we have provided credit, loans or other financial facilities to you in connection with such assets and irrespective of the number of accounts which you may have with us.
8.2 As security for the performance of all your obligations you hereby charge to us by way of first fixed security interest with full title guarantee and as a continuing security all:
8.2.1 Your rights, title and interest in respect of the securities, investments, cash and any other assets from time to time credited to your account;
8.2.2 Securities or other investments which, or the certificates or documents of title to which, are for the time being deposited with or held by us;
8.2.3 Your rights under this agreement including, without limitation, all your rights to delivery of cash, securities or other investments;
8.2.4 Sums of money held by us, the benefit of all accounts in which any such money may from time to time be held and all your right, title and interest under any trust relating to such money or to such accounts.
8.2.5 And any property and other rights in respect of or derived from the assets referred to in sub-clauses 16.2.1 to 16.2.4 above, including, without limitation, any rights against any custodian, banker or other person.
8.3 Until you have paid or discharged in full all your obligations we shall be entitled to retain all your assets and you may not (without our prior consent) withdraw or substitute any such assets. We may in our absolute discretion make payments or deliveries to you from such assets, or otherwise exercise our rights of set-off, combination and/or consolidation.
8.4 No purchaser from, or other person dealing with, us shall be concerned to enquire whether any of the powers exercised or purported to be exercised has arisen or become exercisable, whether the obligations remain outstanding or as to the propriety or validity of the exercise or purported exercise of any power.
8.5 No payment which may be avoided or adjusted under any law, including any enactment relating to bankruptcy or insolvency, and no release, settlement or discharge given or made by us on the faith of any such assurance, security or payment, shall prejudice or affect our right to recover the obligations from you or to enforce the security to the full extent of the obligations.