Loding Loading ...
Trading in financial markets involves significant risk of loss which can exceed deposits and may not be suitable for all investors.
Before trading, please ensure that you fully understand the risks involved
Trading in financial markets involves significant risk of loss which can exceed deposits and may not be suitable for all investors. Before trading, please ensure that you fully understand the risks involved

Terms of Business

CONTENTS

  • SECTION A – GENERAL TERMS 4
  • 1. OUR RELATIONSHIP WITH YOU 4
  • 2. OUR REGULATORY STATUS 5
  • 3. CLIENT CLASSIFICATION 5
  • 4. INFORMATION WE NEED FROM YOU 6
  • 5. SERVICES 7
  • 6. CONFLICTS OF INTEREST 7
  • 7. NOTICES AND COMMUNICATIONS 7
  • 8. REPRESENTATIONS, WARRANTIES AND COVENANTS 8
  • 9. FORCE MAJEURE 11
  • 10. AMENDMENTS 12
  • 11. CONFIDENTIALITY AND DATA PROTECTION 12
  • 12. INTELLECTUAL PROPERTY RIGHTS 14
  • 13. INDEMNITY 14
  • 14. EXCLUSIONS AND LIMITATION OF LIABILITY 15
  • 15. IF SOMETHING GOES WRONG 16
  • 16. COMPLAINTS 17
  • 17. TERMINATION 17
  • 18. MISCELLANEOUS 19
  • 19. GOVERNING LAW AND JURISDICTION 19
  • SECTION B – CATEGORY 1 SERVICES 20
  • 1. INTRODUCTION AND RISK ACKNOWLEDGMENT 20
  • 2. AVAILABILITY OF CATEGORY 1 SERVICES 20
  • 3. SUITABILITY AND APPROPRIATENESS 20
  • 4. CATEGORY 1 SERVICES 21
  • 5. ACCOUNT OPENING 22
  • 6. ORDER EXECUTION 23
  • 7. AMENDMENT TO ORDER PLACED 24
  • 8. OUR RIGHTS IN RESPECT OF YOUR INSTRUCTIONS 24
  • 9. PRICE SOURCES 25
  • 10. ACCESSING OUR PLATFORM 25
  • 11. MONITORING YOUR TRADING ACTIVITY AND YOUR ACCOUNT 27
  • 12. PAYMENTS FOR ORDERS AND REBATES 28
  • 13. INACTIVE/DORMANT ACCOUNTS 28
  • 14. CLIENT MONEY 29
  • 15. PAYMENTS AND WITHDRAWALS 30
  • 16. CURRENCY 33
  • 17. EVENT OF DEFAULT 33
  • 18. JOINT ACCOUNTS 35
  • 19. NETTING AND SET-OFF 36
  • 20. TAXES 37
  • 21. COSTS 37
  • 22. INTRODUCED BUSINESS 38
  • 23. USE OF AUTHORISED PERSONS 39
  • 24. TRADING LIMITS 41
  • 25. LEVERAGE 41
  • 26. USE OF MARGIN 42
  • 27. MANIFEST ERROR 44
  • 28. MARKET ABUSE AND ABUSIVE TRADING STRATEGIES 45
  • 29. REMOVAL OF PRODUCTS 46
  • SECTION C – CATEGORY 5 SERVICES 47
  • 1. ACTIVITIES UNDER CATEGORY 5 47
  • 2. YOUR ACKNOWLEDGMENTS AND OUR DISCLAIMERS 47
  • 3. APPLICATION OF DISCLAIMER 47
  • 4. CLIENT MONEY AND INVESTMENTS 48
  • 5. PUBLICATIONS AND MARKETING INFORMATION 48
  • 6. PUBLICATIONS NOT TO BE CONSTRUED AS OFFER 48
  • 7. DISTRIBUTION OF PUBLICATIONS 49
  • 8. PUBLICATIONS ARE NOT TO BE CONSTRUED AS “INVESTMENT ADVICE” OR “RECOMMENDATIONS” 49
  • 9. EXCLUSION OF REPRESENTATIONS AND WARRANTIES CONCERNING PUBLICATIONS 49
  • SECTION D - GLOSSARY 51
  • 1. DEFINITIONS 51
  • 2. INTERPRETATION 56

SECTION A – GENERAL TERMS

These Terms of Business are split into sections. Which sections apply to you depends on your relationship with us and the Services we provide to you. You should read, understand and familiarize yourself with all Sections of these Terms of Business that are applicable to you.

Section Who it applies to
A. General Terms All clients
B. Category 1 Services Any client who receives Category 1 Services
C. Category 5 Services Any client who receives Category 5 Services
F. Definitions All clients

For the avoidance of doubt, references to the Platform, Account, [Commissions], Transaction and any related terms in Section A will not apply to you if you only receive Category 5 Services.

  1. OUR RELATIONSHIP WITH YOU
    1. These terms of business (referred to as the "Terms") is part of a wider agreement between you (also referred to as "our client", "your" and "you") and Century Financial Consultancy LLC (also referred to as "Century Financial", "we", "us" and "our"). Our relationship with you is governed by these Terms together with the application form you submit to us to apply for our services (“Application Form”), the Risk Disclosure Statement (for Category 1 Services only), Order Execution Policy (for Category 1 Services only), Fee Schedule, Declaration, Conflicts of Interest Policy and Privacy Policy which read together form our client agreement (“Client Agreement”). The Client Agreement represents all of the terms agreed between us in relation to the provision of services (the “Services”) provided by us to you, as well as your activity on or in relation to the Platform. It also supersedes any prior oral or written representations and/or agreements between you and us regarding our Platform. Subject to Applicable Law, we may use our Affiliates or other third parties to provide the Services to you without your further consent and on such terms as we may determine.
    2. We reserve the right, at our sole discretion and without providing a reason, to deny your application for Services. We will notify you of any such refusal promptly following submission of your Application Form.
    3. The documents comprising the Client Agreement are available on our Website and through our Platform. You can find additional information on our Website and through our Platform that may be beneficial, but such information does not form part of the Client Agreement.
    4. You agree you have read the Client Agreement, as well as the supplementary documents and information available on our Website and on our Platform, for your own benefit and protection. You should get independent expert assistance if you don't comprehend any provision of the Client Agreement.
    5. The Client Agreement shall take effect on the date we open your Account or you accept the terms of the Client Agreement, and on the date we notify you of any new revisions. Before we can supply you with the full range of our Services, you may need to complete additional steps and/or provide us certain written and/or electronic consents. We shall not be liable for any losses suffered as a result of the delays caused by this process. You may be required to provide consent electronically to our terms from time to time. You understand that such consent will be binding on you.
    6. We will use Electronic Methods to contract and communicate with you. This means you will, amongst other things, accept terms and provide instructions through Electronic Methods that are acceptable to us as set out in these Terms or advised to you from time to time. Such Electronic Methods will be binding on both of us as if such contract, terms or instructions were executed, agreed and accepted in hard copy and signed in wet ink.
    7. You understand and accept that the following activities demonstrate your approval to the Client Agreement:
      • filling out and submitting the "I accept" button or other similar buttons or links that we may designate on our Website or Platform; and/or
      • using or accessing the Website or Platform.
    8. Capitalised words in these Terms have the meaning set out in the Section D.
    9. These Terms are provided in bilingual form in English and Arabic In case of discrepancies or conflict between the English and Arabic versions, the Arabic version shall prevail.
  2. OUR REGULATORY STATUS
    1. Century Financial Consultancy LLC is authorized and regulated by the Securities and Commodities Authority of the United Arab Emirates (“SCA”) bearing registration No. 20200000028 and Commercial License number 768189. Our registered office at Level 6, Emaar Square, Building no. 4, Downtown, Dubai, United Arab Emirates.
    2. We are licensed under Categories 1 and 5 as specified under the SCA Rulebook. Our Category 1 license of Dealing in Securities authorizes us to carry out the activities of (i) Trading Broker in the international markets; and (ii) Trading Broker of OTC derivatives and currencies in the spot market (each as defined and otherwise set out under the SCA Rulebook). Our Category 5 license of Arrangement and Advice authorizes us to carry out the following activities: [(i) Financial Consultancy; (ii) Financial Advisor (Issuance Manager); (iii) Listing Advisor; (iv) Promotion; and (v) Introduction] (each as defined and otherwise set out under the SCA Rulebook).
  3. CLIENT CLASSIFICATION
    1. We are required to classify you as an Ordinary Investor, Professional Investor or Counterparty. We shall classify and treat you as an Ordinary Investor unless you are informed otherwise by us. This is necessary because we are obliged to perform the Services in accordance with specific conditions and/or according to methods that differ for each category of client.
    2. You should understand that pursuant to Applicable Law, different levels of protection are afforded to the different categories of client on the basis of the client’s experience and expertise. Accordingly, an Ordinary Investor will receive a higher level of protection than a Professional Investor, and a Counterparty gets very little or no protection.
    3. We may request certain information from you as part of our client classification process. We may require periodic declarations from you that your classification data has not changed. You are required to update us if there is a change in such data for any reason at any time.
    4. We will categorise and treat you as either a Professional Investor or a Counterparty only if you are eligible to be categorised as such. You may only be classified into one category. If you are not eligible to be categorised as a Professional Investor or Counterparty, we will categorise you as an Ordinary Investor. If we have classified you as a Professional Client or Counterparty, you may request us to classify you as an Ordinary Investor as an exception.
    5. If you have been classified as a Professional Investor, you must notify us as soon as reasonably practicable if you fail to meet the conditions of a Professional Investor set out in the SCA Rulebook.
    6. If we categorise you as a Professional Investor or Counterparty, you understand that there may be certain protections that are applicable to Ordinary Investors pursuant to Applicable Law that we would no longer be required to provide to you.
    7. Subject to Applicable Law, we have the right to review your classification and change the same if this is deemed necessary.
  4. INFORMATION WE NEED FROM YOU
    1. To use the Services, you must provide all information requested by us from time to time. If you do not provide all of the information that we ask for, we might or restrict, suspend or terminate the provision of the Services we make available to you.
    2. You must promptly inform us in writing of any change in your information on an ongoing basis, including but not limited to:
      • if you are a natural person, you must promptly provide to us: (i) copies of your renewed passport, residency visa or other identification documents when issued (ii) notification of any change of address; and (iii) such other information requested by us; and
      • if you are a legal entity, you must promptly provide to us: (i) copies of any amendments to your constitutional documents (ii) information on any changes to your ownership, directors or manager; (iii) your renewed licenses when issued; and (iv) such other information requested by us; and
      • up to date contact details: (i) e-mail address; and (ii) phone number.
    3. You must ensure that, when providing any information to us, it is true and correct in every respect and contains all material information relevant to the subject matter of the request. Should any information previously provided by you become inaccurate or incomplete, you must promptly notify us.
    4. We may use the information you supply in your completed Application Form to make any additional inquiries about you and other individuals mentioned in the Application Form (if applicable) that we (in our sole discretion) believe are necessary or suitable in the circumstances. You acknowledge that you have complete authority to supply the personal information of the other individuals mentioned in the Application Form (as applicable). You must provide us with any relevant information that may have an impact on your trade activities with us.
  5. SERVICES
    1. Subject to your requirements as stated in your Application Form, we may provide Category 1 Services, Category 5 Services or both Category 1 Services and Category 5 Services to you.
    2. Category 1 Services will be provided in accordance with Section B of these Terms together with the other documents comprising the Client Agreement and in particular the Order Execution Policy, Risk Warning Notice and Fee Schedule.
    3. Category 5 Services will be provided in accordance with Section C of these Terms. If you have only requested the Category 5 Services, the Order Execution Policy will not be applicable to you.
  6. CONFLICTS OF INTEREST
    1. You acknowledge that we and our Affiliates provide a diverse range of financial services. There may be times when our interests, or the interests of our Affiliates, directors, employees, agents, representatives, staff, or other clients, conflicts with yours.
    2. We are required by law to take all appropriate steps to identify conflicts of interests between ourselves, our Affiliates and our clients, or between one client and another, that arise in the course of providing our Services.
    3. We have put in place organizational and administrative procedures to manage the above-mentioned conflicts of interest, so we can be reasonably confident that any risks of harm to clients as a result of any conflict will be avoided. Our Conflict of Interest Policy, a summary of which is available on our Website, outlines these organizational and administrative controls.
    4. The Client Agreement governs the relationship between you and us. No fiduciary or equitable duties shall be owed by us or any of our Affiliates as a result of this relationship, the Services we offer, or any other circumstance.
  7. NOTICES AND COMMUNICATIONS
    1. You agree that we may contact you from time to time via our Platform, Website and any other Electronic Methods. In addition, you grant us permission to contact you via mail, phone, SMS, or email to discuss concerns related to your Account or to inform you of changes to the functioning of our Platform. You agree that we may record any such communications.
    2. You expressly consent to documents being made available via our Website. Physical copies of the documents can be obtained at no cost at any time.
    3. You must immediately notify us of any changes to your contact information.
    4. You are responsible for reviewing all notices issued on our Website and system in a timely manner.
    5. Once we have sent you a message, we are no longer responsible if you do not receive it on time.
    6. You understand and agree that any and all discussions between you and us or any member of the Century Financial Group may be recorded, at our option and sole and absolute discretion. You also consent to our use of such recordings and transcripts as evidence in connection with any potential complaint or legal case. You acknowledge that these recordings will be our exclusive property and that they will serve as evidence of our discussions with you.
    7. Any communication delivered to you or your representative's address or telephone number, as provided to us from time to time, shall constitute personal delivery to you, and you hereby waive any claims resulting from failure to receive such communication.
    8. You acknowledge and agree that any communication transmitted by you or on your behalf is at your own risk, and you authorize us to rely and act on, and treat as fully authorised and binding on you, any communication (whether or not in writing) that we reasonably believe to have been transmitted by you or on your behalf by any agent or intermediary who we reasonably believe to be duly authorised by you.
    9. In the event that you are granted access to our Platform, your use of the Platform will be governed by both the Client Agreement and any additional mobile trading conditions posted on the relevant application and updated from time to time.
    10. Any communication between us and you that is required to be in writing under the Client Agreement shall be presumed to have been received (without proof to the contrary):
      • if made by us to you via our Platform, one (1) hour after such communication is made accessible on our Platform;
      • if made by you to us via our Platform, one (1) hour after such communication is received on our Platform;
      • if sent by e-mail by you to us or by us to you, one (1) hour after sending;
      • if sent by first class mail by you to us or by us to you, five (5) Business Days after posting; and (e) if delivered personally or by hand by you to us or by us to you, at the time of delivery.
  8. REPRESENTATIONS, WARRANTIES AND COVENANTS
    1. When we provide Services to you pursuant to the Client Agreement, we may rely on the following representations and warranties as having been confirmed by you as true and accurate (and you must immediately notify us in writing if any of them cease to be true and correct):
      In respect of the Services:
      • you are at least 21 years old and of sound mind if you are a natural person;
      • you have all necessary authority, powers, consents, licenses, approvals and authorisations, and have taken all necessary action to enable you, lawfully, to enter into and perform these Terms, Orders and Transactions (if applicable), to grant the rights and powers referred to in the Client Agreement, to instruct us to execute or arrange any such Orders or Transactions (if applicable) and to perform all your obligations under the Client Agreement;
      • you have entered into the Client Agreement for valid commercial purposes;
      • If you are a legal entity, you are duly organised and existing and in good standing under the laws of your jurisdiction;
      • unless we have agreed to the contrary in writing, you act on your own behalf and not as the agent, attorney, trustee, or representative of any third party;
      • any information you have provided or will submit is complete, accurate, and will not in any sense be regarded as misleading (including any information we may reasonably require in writing about you and how you use the Services);
      • you are currently and will continue to comply with all Applicable Laws, including without limitation anti-money laundering laws.
      • you have knowledge and experience in financial and business matters sufficient to evaluate the merits and risks of financial products and services;
      • you have a sufficient level of risk tolerance, financial resources and ability to bear the economic risk of any transaction (including the possibility of loss of entire investments made by you)
      In respect of Category 1 Services:
      • your usage of our Platform and/or Services does not constitute an Abusive Trading Strategy or Market Abuse;
      • you have knowledge and experience of the risks associated with engaging into the Transactions in which you engage and are able to evaluate the benefits and potential risks of such Transactions;
      • you are willing and able to sustain a total loss of all funds deposited with us for trading purposes in connection with the Services, as well as any extra funds resulting from Transactions;
      • you have made your own independent decisions to enter into the Client Agreement and each Transaction and where necessary you have obtained appropriate professional advice in order to arrive at those decisions;
      • you continue to be solely responsible for all trading and investment decisions. It is understood that information and explanations related to the terms and conditions of the Client Agreement or a Transaction will not be considered to be investment advice or a recommendation, and you are not relying on any communication (written or oral) from us, our employees, or representatives as investment advice or as a recommendation to enter into the Client Agreement or any Transaction;
      • you have read the Risk Warning Notice, and have comprehended the risk disclosures it contains. You recognize that these warnings may not cover every risk associated with our Products or Services;
      • the Client Agreement as well as each Transaction and the obligations created under them are binding upon you and enforceable against you and currently do not and in the future will not violate the terms of any regulation, order, charge or agreement by which you are bound;
      • your use of the Services will comply with Applicable Law, rules and regulations, policies, practices and requirements of securities and futures exchanges and associations, alternative trading facilities, clearing houses and regulatory or self-regulatory organizations, as well as the execution, delivery and performance of the Client Agreement and any other contracts by which you are bound pursuant to the Client Agreement;
      • you are not based in (temporarily or permanently), incorporated in, or a resident of the USA or any other country where using our platform or engaging in Transactions may be illegal;
      • it is your sole responsibility to determine whether any Transaction entered into in accordance with these Terms is permitted by the laws of the country in which you now reside;
      • neither your Orders nor your Transactions are made in connection with nor for the purpose of any placement, issue, distribution, offer, takeover, merger, or other similar corporate finance type activity;
      • you do not have any relationships with the issuer of any underlying asset of a Product for which you have placed an Order, including as a director, employee, agent, contractor, or professional adviser of such issuer;
      • all funds you may transmit to us in line with the Client Agreement are entirely owned by you, or, in the case of funds received from an accepted joint bank account, jointly owned (legally and beneficially);
      • unless otherwise permitted by the Client Agreement, any funds, investments, or other assets contributed by you for any purpose are, free from any charge, lien, pledge, or encumbrance ;
      • you have continuous access to the internet and any email addresses you supplied in your Application Form;
      • you are not in breach of any obligation under these Terms as a result of any Event of Default or possible Event of Default that has happened or is continuing with respect to you;
      • you are not engaging in any Transaction envisaged by the Client Agreement with the intent to make or facilitate the placing of a bet or any other sort of speculative transaction;
    2. For the duration of the Client Agreement and/or as long as you have an Account with us, you undertake that:
      In respect of the Services
      • upon our request, you will promptly provide us with such information as is necessary for us to perform our obligations under Applicable Law;
      • you will comply with all Applicable Laws;
      • you will comply with and maintain in full force and effect any consents, licenses, approvals and authorisations, necessary for you to perform these Terms, Orders and Transactions (if applicable);
      • you will promptly notify us of any changes to the information you provided when opening the account, particularly if your address changes, you relocate to a different city or country, or if you experience a change in your employment status (such as being laid off or unemployed), as these changes may have an impact on how we conduct business with you;
      • you are aware that occasionally we may amend the Risk Warning Notice, which will be posted on our Website. You agree to frequently visit the Website to check for updates to the Risk Warning Notice and any other document comprising the Client Agreement;
      • you will notify us promptly, if any statement, representation, warranty or undertaking herein is no longer accurate and complete.
      in respect of the Category 1 Services:
      • you will provide necessary disclosure of the fact that you are an employee or contractor of a financial services business or any other company that has control over the financial transactions in which its employees and contractors engage and of any restrictions that apply to your dealing;
      • you will make sure that all necessary investments, title papers, transfer forms, and payments are given, made, or transferred to us, or to whoever we may direct, by the contractual settlement date or earlier, in order for us to close the Transaction in accordance with market demands;
      • you will promptly notify us of the occurrence of any Event of Default or potential Event of Default;
      • any of your investments that we hold on your behalf or moneys that we accepts pursuant to these Terms are or will be beneficially owned by you free from all liens, charges and encumbrances, other than a lien arising by operation of law;
      • you will use the Services in good faith, and you will not use any electronic device, software, algorithm, trading strategy, or arbitrage practices (including but not limited to latency abuse, price manipulation, or time manipulation) that manipulate or take unfair advantage of the manner in which we construct, provide, or communicate our bid or offer prices. In addition, you agree that the use of any equipment, program, algorithm, technique, or practice in your dealings with us in which you are not susceptible to any downside market risk will constitute proof that you are unfairly taking advantage of us;
      • other than as expressly permitted by us, you will not, and will not attempt to, communicate with us electronically via any customised interface using a protocol;
      • you will not electronically send or request information from us in a way that could strain or overwhelm any electronic trading service;
      • you will not and will not attempt to decompile any electronic trading service including our Platform; and
      • you will not utilize our Services to carry out Transactions involving securities that you or your Affiliates have issued.
  9. FORCE MAJEURE
    1. Neither party will be liable for any Losses resulting from any failure to perform their obligations under these Terms to the extent that such failure to perform was, directly or indirectly, caused by a Force Majeure Event.
    2. Upon the occurrence of a Force Majeure Event, we will use commercially reasonable efforts to provide the Services. We will, if practically possible, give you written notice that a Force Majeure Event has occurred. Upon occurrence of a Force Majeure Event, all of our obligations under these Terms will be immediately suspended for the duration of such Force Majeure Event. Additionally, you agree that given the circumstance we may take any one or more of the following actions:
      • take or refrain from taking any other actions that we deem fit, in light of the situation, your positions, and positions of our other clients;
      • subject to Applicable Law, unilaterally change or vary these Terms contemplated by these Terms, insofar as it is impractical or impossible for us to comply with our obligations;
      for Category 1 Services only:
      • alter normal trading times;
      • amend the Margin Requirements; and
      • vary any Transaction, close any or all Open Positions, cancel Orders and instructions as we deem fit in our sole discretion.
  10. AMENDMENTS
    1. We may amend these Terms at any time by written notice to you, which may include sending an e-mail to you or publishing the amendments on the Website and we may require your express consent in order to continue provision of our Services. Where your consent is required, any such amendment will come into effect on the date you provide consent or otherwise express agreement to the amendment of our Terms. Where your express consent is not required, you will be deemed to have accepted the terms of such amendment or change on the earlier of: (a) the date specified by us in our amendment notice or, where no such date has been specified, ten (10) calendar days after we have e-mailed you or placed the amendment on the Website; or (b) the date you place an Order (other than a liquidating order) via the Platform.
    2. We may also amend these Terms to comply with Applicable Law and/or SCA’s requirements from time to time. If these Terms are amended for this reason, we will aim to provide written notice to you of such amendment within thirty (30) calendar days, which may include sending an e-mail to you or publishing the amendments on the Website. Any such amendment will come into effect on the date specified by us which may be less than thirty (30) calendar days notice if this is required by SCA or any other competent authority.
    3. If you do not agree to any amendments to these Terms, you must:
      • notify us in writing in accordance with these Terms within ten (10) calendar days of the date of the amendment notice; and
      • for Category 5 Services, withdraw all funds remaining to the credit of your Account and close your Account.
    4. If you do not complete the above you will be deemed to have accepted the amended Terms and will be bound by them ten (10) calendar days after we have e-mailed you or published notice of such amendment to the Website.
    5. Any amendment to these Terms will supersede any previous agreement between us on the same subject matter and will apply to any Transaction entered into after, or outstanding on, the date the amended Terms comes into effect.
  11. CONFIDENTIALITY AND DATA PROTECTION
    1. Your privacy is important to us and our Privacy Policy explains how we collect, use, disclose, transfer and store your information, and the lawful bases we rely on to use your information.
    2. When you provide your personal data, you confirm to us that it is current, accurate and complete. We will use your personal data in accordance with Applicable Law.
    3. You acknowledge that we will access, process, and retain information you provide to us, for the purpose of providing the Services to you. You agree that we may check your personal information with other information that you provide or that is held by us about you to verify your identity. In doing so, your personal information will necessarily be disclosed to third parties.
    4. In accordance with Applicable Law, we will treat all confidential information relating to you and your Account as private and confidential save: (i) for any information that is publicly available; (ii) where disclosure is necessary to perform the Services; and (iii) where disclosure is required pursuant to Applicable Law.
    5. You authorise us to disclose information (confidential or not):
      • to our employees, directors and shareholders (or employees of our agents, nominees or custodians or other persons including our professional advisors appointed by us in relation to your Account including members of the Century Financial Group) on a need-to-know basis;
      • to SCA or any UAE court, tribunal or regulatory, supervisory, tax or other governmental or quasi-governmental authority having jurisdiction over us or any other capital market institution, court, tribunal or authority;
      • to any party that we reasonably believe it is required to report, including to correspondent or agent banks, clearing houses or settlement systems, market counterparties, upstream withholding agents, swap or trade repositories to report any Transactions under any Applicable Law (and you authorise us to make such reports on your behalf);
      • otherwise as may be required by Applicable Law, industry regulations or codes of practice;
      • to any party, including but not limited to our professional advisors for the purpose of enforcing or preserving our rights against you, such as where proceedings brought by us against you or vice versa, or by any third party against you or us; and
      • any party that we engage for the purpose of processing your Transactions or for the purpose of processing or storing your information, whether in the UAE or abroad.
    6. You agree that we, or any member of the Century Financial Group, may use your information to:
      • determine your identity and background before and during the term of these Terms for money laundering and regulatory purposes,;
      • administer and operate your Account and monitor and analyse its conduct,;
      • provide the Services to you;
      • improve any of our operations, procedures, Products and/or Services during the term of the Client Agreement;
      • carry out statistical and other analysis; and/or
      • determine which products and services may be of interest to you.
    7. You agree that we or our Affiliates may contact you by telephone (including automated calls), mail, email, and other electronic messages like short text, video, and picture messages, and fax with information, news, events, and seminars and generally for the purpose of promoting our Services and other carefully chosen third party service providers to you.
    8. You acknowledge and accept that your instructions to us, including without limitation all instructions to place Orders (as applicable), telephone conversations, emails, and/or other communications between you and us may be recorded, replicated and/or stored by us and will be admissible as evidence in any court, arbitration or other proceeding. We will retain such records for whatever period may be required by our internal policies and/or Applicable Law. The records will be available to you upon request and subject to our approval during that period. We may also use such records for training purposes and/or to investigate any complaints you may have and/or for any other legal or regulatory purposes. We are the exclusive owners of all such documents and telephone conversation recordings.
    9. You shall not disclose to any third party any information relating to our business, finances, investments or other matters of a confidential nature which you may obtain possession of, and you shall use your best endeavours to prevent any such disclosure.
  12. INTELLECTUAL PROPERTY RIGHTS
    1. All information or materials we give or make available to you, including any software that is a component of our Website, Platform, or any other item, are and will remain our property or the property of our service providers (which may, among other things, give us access to real-time price information).
    2. All copyrights, trademarks, design rights, and other Intellectual Property Rights in those items are and will remain our property (or those of third parties whose intellectual property we use in connection with the Products and Services we provide for your Account)
    3. We supply or make them available to you on the condition that (i) we can also supply and make them available to other people; and (ii) we may stop providing them at our sole and absolute discretion.
    4. If we have placed any Intellectual Property Rights on any of those materials, you may not remove, obscure, or tamper with those Intellectual Property Rights.
    5. You may not use any of those products and Services for any purpose other than the operation of your Account in accordance with these Terms.
  13. INDEMNITY
    1. You acknowledge and agree to defend, indemnify, and hold us harmless, our Affiliates, subsidiaries, employees, agents, successors, and assigns (together referred to as “Indemnified Persons”) from and against any and all liabilities, losses, damages, costs and expenses, (including attorney's fees and expenses and any fines or penalties imposed), incurred by the Indemnified Persons in connection with:
      • any Services or Products that we provide to you in connection with the Client Agreement;
      • any of your Accounts or any Transaction including any act or omission by any person having access to your Account, by using your designated Account number and/or password, whether or not you authorised such access;
      • any misrepresentation by you or any violation by you or failure by you to perform any of your obligations under the Client Agreement (including any Transaction);
      • your use of programmable trading systems, whether built by you or by any third party and executed on or using the Platform;
      • any inquiry or information request or action by a third party related to your Account, including to your assets, liabilities, Transactions, instructions, actions or inactions;
      • your violation or infringement of any Intellectual Property Rights held by Indemnified Persons;
      • any Losses incurred by your customers where you have used the Platform for a commercial purpose and/or entered Orders or Transactions for the account of your customers; or
      • as the result of the enforcement of our rights under these Terms or any Applicable Law,
    2. Provided that this Clause shall not apply where a court, having proper jurisdiction to decide on the matter, has determined (in a final and non-appealable judgment) that the losses in question have resulted primarily from the gross negligence, willful misconduct or fraud of an Indemnified Person.
    3. You consent to paying any sums due to any Indemnified Persons under this indemnification upon our demand. All payments referred herein must be made without any deductions or withholdings, unless such action is mandated by law.
  14. EXCLUSIONS AND LIMITATION OF LIABILITY
    1. To the extent permitted by Applicable law, we and our directors, officers, employees, or agents shall not be liable to you or any third party for any losses, damages, costs, or expenses (including direct, indirect, special, incidental, punitive, or consequential loss, loss of profits, loss of goodwill or reputation, lost data, loss of use of the Platform, business interruption, business opportunity, costs of substitute, services, or downtime) under the Client Agreement, unless such loss arises directly as a result of gross negligence, willful default or fraud as proved in a court of competent jurisdiction.
    2. We shall not be liable for any damage or injury arising from any use of or inability to use our Website or Platform. This limitation includes, but is not limited to, any damage to computer devices or network systems caused by a virus, malware, phishing, and any other harmful computer or digital coding.
    3. We shall not be liable for any delay or any other interruption to the Services which may occur due to any reason, including but not limited to network reasons or snags in the system, breakdown of the system or any other equipment, server breakdown, maintenance shutdown or breakdown of communication services. In no event shall we be liable for any damages, including direct or indirect, special, incidental, or consequential damages, losses, or expenses arising in connection with the information presented by us.
    4. Nothing in the Client Agreement excludes or restricts our liability for matters for which exclusion or limitation is prohibited by Applicable Law.
    5. To the extent that it is permitted by the Applicable law, we do not take responsibility for any Loss resulting from or relating to:
      • distortions, delays or interruption of service or transmissions, whether relating to your Account or the Platform;
      • communication failures (including telecommunication network failures);
      • placement of Orders or execution of Transactions or us not accepting your Orders or delay in accepting your Orders;
      • any action or inaction of any person who uses your login credentials to access your Account, whether or not they’re an Authorised Person;
      • any delay or change in market conditions;
      • loss or damage resulting from the transfer of data over mobile or other communications networks and facilities outside of our control;
      • our compliance with, or exercising of any of our rights in accordance with, Applicable Law or the Client Agreement;
      • your negligence, fraud or breach of the Client Agreement or Applicable Law;
      • circumstance outside our control;
      • any error arising from unclear or ambiguous instructions from you or an Authorised Person when placing an Order; or
      • acts, omissions or negligence of any third party;
      • any late payment or errors in calculating and/or facilitating payment of any fees due to a third party, including an Authorised Person and/or Third Party Fees due to a Referral Agent;
      • negligence, breach of contract, misrepresentation or otherwise, incurred or suffered by you or your directors, officers or employees in connection with your trading activities under these Terms (including any Transaction or where we have declined to enter into a proposed Transaction);
      • distributed denial-of-service attack, viruses, worms, software bombs, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our Platform or Website or to your downloading of any material posted on it, or on any website (including our Website) linked to it;
      • adverse tax implication of any transactions whatsoever;
      • any misuse of our Services by you where the misuse is a result of failure to implement reasonable security measures and/or otherwise comply with the Client Agreement; and
      • your use of our Services.
      For the avoidance of doubt, we will not be responsible for any loss of profit or opportunity irrespective of its cause.
  15. IF SOMETHING GOES WRONG
    1. Our relationship will continue in the event of your death, incapacity, insolvency or bankruptcy. We may continue to act from time to time in reliance upon any instructions from Authorised Persons until we receive written notice of your death, incapacity, insolvency, or bankruptcy.
    2. If you are a natural person, in the event of your death, any person(s) purporting to be your legal personal representative(s) must provide us with formal notice of your death in a form acceptable to us, including but not limited, to the provision of an original death certificate in physical form. We reserve the right to act on the basis of any information we believe to be credible in our sole discretion.
    3. Upon the receipt of your death certificate or any information we believe to be credible in our sole discretion, we will treat your death as an Event of Default allowing us to exercise any of our rights including but not limited to closing any and all Open Positions within your Account. Any applicable charges as detailed in the Fee Schedule will still be charged until the Account is closed.
    4. Following the deduction of applicable charges, we will transmit the any funds in your Account in line with our payment terms and conditions to your legal representative or in accordance with Applicable Law. The Client Agreement will continue to bind your estate until terminated by your legal representative or by us.
    5. A person shall not be proven to be your legal representative until we receive the appropriate legal documentation. Once we receive such documentation, we will accept and execute written instructions from your legal representative(s). We will only accept instructions that aim to wind-down and/or close your Account.
    6. If the Client Agreement is not terminated within two (2) years after the date of your death, we may take such action as we consider appropriate to close your Account. Your estate or your legal representative(s) will be liable for all costs associated with us taking this action, or considering taking action, except to the extent that costs arise because of our gross negligence, wilful default or fraud.
  16. COMPLAINTS
    1. We handle and deal with complaints received in accordance with our Complaint Handling Policy. You can file a complaint by mail, telephone, email or through in-person visit. After we receive your complaint, we will send you a written acknowledgement within three (3) Business Days.
    2. A written complaint can be submitted by addressing it to Compliance Officer, Century Financial Consultancy, Level 6, Emaar Square, Building No. 4, Downtown, UAE, P. O. Box 65777. Alternatively, you can reach out to us via email at complaint@century.ae
    3. Making a complaint or object to us about a Transaction or alleged Transaction does not absolve you of your responsibility to manage your risks and mitigate your losses. If we are in dispute with you in relation to a Transaction or alleged Transaction, or any communication relating to a Transaction, we may, at our sole discretion and without notice to you, close any such Transaction or alleged Transaction where we reasonably believe such action is desirable for the purpose of limiting the maximum amount involved in the dispute, and we will not be under any obligation to you in connection with any subsequent movement in the level of the Transaction concerned. We shall take reasonable steps to notify you as soon as practical after we have taken such action. If we close one or more of your Transactions under this Term, it will not affect our right to argue in any dispute that such Transaction had previously been closed by us or had never been opened by you.
    4. If we close a Transaction or alleged Transaction in accordance with these Terms, the closing will be without prejudice to your rights:
      • to seek redress or compensation for any loss or damage you may have suffered in connection with the disputed or alleged Transaction or communication, prior to the closing; and
      • to open a new Transaction at any time thereafter, provided that such Transaction is opened in accordance with the Client Agreement, which will be applied, for the purposes of the disputed or alleged Transaction or communication.
      You acknowledge that our internal and external dispute resolution procedures do not preclude us from seeking enforcement of any complaint determination in any other relevant jurisdiction.
  17. TERMINATION
    1. You may terminate the Client Agreement with immediate effect by giving written notice to the other Party.
    2. When you terminate the Client Agreement or close any Account by giving us written notice, we will usually effect the closure one (1) Business Day after we receive the notice. If, prior to giving us such notice of termination, you do not cancel any Pending Orders, close any Transactions on the Account, or withdraw any money owed to you, we will attempt to cancel any Pending Orders and close any Transactions as soon as we receive your notice, but there may be a delay.
    3. We may suspend or terminate the Client Agreement and/or your Account immediately by giving written notice to you (and without any notice where it is reasonable to do so) for any reason.
    4. Upon termination of the Client Agreement, all amounts payable by you to us will become immediately due and payable including but not limited to:
      • all outstanding fees, charges and commissions and any other amounts payable to us;
      • any dealing expenses incurred by terminating the Client Agreement and charges incurred for transferring the Client’s investments to another investment firm;
      • any losses and expenses realized in closing out any Transactions or settling or concluding outstanding obligations incurred by us on your behalf;
      • any charges and additional expenses incurred or to be incurred by us as a result of the termination of the Client Agreement;
      • any damages which arose during the arrangement or settlement of pending obligations.
    5. You agree that at any time after the termination of the Client Agreement, we may, by giving written notice to you (and without any notice where it is reasonable to do so), close out any or all of your Open Positions in the manner set out in these Terms. Where we suspend your Account, we may prevent you from opening any new positions but we will not close your Open Positions unless otherwise allowed under these Terms or pursuant to Applicable Law.
    6. If there is a balance in your favor at the time of termination, we will pay that balance to you as soon as reasonably practicable (after withholding any amounts that we, in our sole discretion, consider appropriate in respect of future liabilities) and provide you with a statement showing how that balance was arrived at, and, where appropriate, instruct any nominee or/and any Custodian to also pay any applicable amounts.
    7. Any rights or obligations that may have already established between us and you shall remain in effect even after the Client Agreement is terminated. Any provision in these Terms that is expressly, or by implication, intended to continue in force on or after such termination will not be affected by the termination of the Client Agreement.
    8. If the Client Agreement is terminated, we will deliver to you any funds or investments in your Account(s) subject to any relevant fees and rights of set-off as soon as is reasonably practical and in accordance with these Terms. If necessary, you will receive a final statement.
    9. The provisions of this Clause will not prevent us from exercising any of our rights to terminate or suspend the Client Agreement as provided elsewhere in the Client Agreement.
    10. For the avoidance for doubt, termination of the Client Agreement will not impact accumulated rights, existing commitments, or a contractual provision intended to survive termination, and will not affect the performance of a Service already commenced or instructions already given.
    11. Clauses 12 and 13 of this Section A will continue to apply after closure of your Account and/or termination of the Client Agreement.
  18. MISCELLANEOUS
    1. You may not assign or transfer any of your rights or responsibilities under the Client Agreement without our prior written consent. We may assign our rights and transfer our responsibilities under these Terms to any entity upon giving you ten (10) Business Days’ prior written notice.
    2. No delay or failure by us to exercise any of our rights under these Terms (including with respect to any Transaction) or otherwise shall operate as a waiver of those or any other rights or remedies. No single or partial exercise of a right or remedy shall prevent further exercise of that right or remedy or the exercise of any other rights or remedies. No course of conduct or previous dealings shall create any future obligation to perform in the same manner. The rights and remedies contemplated by these Terms are cumulative and not exclusive of any rights or remedies provided pursuant to Applicable Law.
    3. Our records will, unless shown to be wrong, be evidence of your dealings with us in connection with our Services. You will not object to the admission of our records in any legal proceedings because such records are not originals, are not in writing or are produced by a computer. Although records may be made available to you upon request, the provision of such records to you is subject to our sole and absolute discretion.
    4. If, at any time, any provision of these Terms is or becomes illegal, invalid, or unenforceable in any respect under the law of any jurisdiction, then such provision or part thereof will, to that extent, be deemed severable and not form part of these Terms. Neither the legality, validity or enforceability of the remaining provisions of these Terms 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.
    5. You acknowledge that we operate out of the United Arab Emirates and that we must comply with its laws regarding working hours and federal holidays. As a result, we might not always provide Services in full or in part. To prevent any service disruption or trading related inconvenience, you should keep yourself informed of our usual business hours and closing schedule.
    6. The provisions of these Terms may not be enforced by a person who is not a party to these Terms.
  19. GOVERNING LAW AND JURISDICTION
    1. The laws of the United Arab Emirates shall govern the interpretation and application of the Client Agreement as well as all non-contractual duties and other matters arising from or related to them.
    2. The courts of the Emirate of Dubai will have exclusive jurisdiction to settle any dispute arising in connection with the Client Agreement and for such purposes you and we irrevocably submit to the jurisdiction of the courts of the Emirate of Dubai.
    3. This Clause has no bearing on our ability to bring legal action against you in any other country that may have jurisdiction over you and to whose jurisdiction you hereby fully submit.
    4. Regardless of where you are located, you consent to receiving legal process or other documents related to legal proceedings in any court by registered mail at the last address we have on file for you, or in any other manner allowed by Applicable Law.

SECTION B – CATEGORY 1 SERVICES

  1. INTRODUCTION AND RISK ACKNOWLEDGMENT
    1. Before you start trading with us, we will take all reasonable steps to give you a comprehensive understanding of all Commissions, spreads, charges, and taxes (if any) that you will be responsible for, since these will affect your trading net profits (if any) or raise your losses. This information will be shared with you over the email and on the Platform. Before trading with us, you agree to read and understand this information.
    2. You agree that the Product Details that apply at the time when you open or close a Transaction will be those that are shown on our Platform. You further acknowledge and agree that we may periodically update the Product Details shown on our Platform from time to time.
    3. You acknowledge that investing in our Products:
      • carries a high level of risk to your capital, which may not be appropriate for all investors;
      • you understand the risks involved and agree to seek independent advice as necessary.
    4. Our Products are subject to rapid change, which may be to your detriment. Transactions involve leverage and this may result in losses exceeding your deposit. It is possible to lose more than your invested capital when entering into Transactions, and you may be obliged to make further payments.
    5. You agree that you have read and understood the Risk Disclosure Statement.
  2. AVAILABILITY OF CATEGORY 1 SERVICES
    1. Our Services may be unavailable from time to time for routine maintenance or any other reason and that the processing of certain transactions may not be available twenty-four hours (24) a day, seven (7) days a week.
    2. The availability of the Category 1 Services will be at our sole discretion. You agree that, even though you have agreed to the terms of the Client Agreement, we may refrain from providing the Category 1 the Services.
    3. We are obligated to abide by anti-money laundering laws in relation to you and your Account, and we reserve the right to suspend or terminate your Account if we do not obtain sufficient proof of your identification within a fair amount of time.
    4. You should also understand that the Category 1 Services will be unavailable to you if you close your Account.
  3. SUITABILITY AND APPROPRIATENESS
    1. When we provide to you the Category 1 Services, we will provide you with execution-only services in accordance with the Client Agreement which means we will execute Orders and Transactions based on your request without further involvement from us. We will not provide you with any personal recommendations or advice in respect of any Products or Services.
    2. We are required by Applicable Law to acquire information about your investment expertise and experience in order to determine whether the Service or Product in question is appropriate for you. We will not be able to decide if the Service or Product in question is appropriate for you if you choose not to give such information or if you offer insufficient information. We will presume that the information you submit regarding your expertise and experience is correct, and we will have no liability to you if such information is incomplete or misleading, or if it changes or becomes erroneous, unless you notify us of such changes.
    3. You understand and agree that we will rely on your statements in the Application Form for as well as on the representations and undertakings made by you in the Client Agreement when assessing whether a Transaction is suitable or appropriate, as applicable, for you. We highly recommend that you seek independent advice from a qualified investment adviser before placing any Orders with us. You also understand and agree that we will not monitor your trading activities.
  4. CATEGORY 1 SERVICES
    1. All Transactions will be entered into on a principal to principal, non-advised and execution only basis. When you place and we accept an Order you are trading with us as principal and will not be dealing on the Underlying Market.
    2. We do not offer investment, trading, financial, legal, tax, regulatory or any other advice. Any information or other features (including charts) provided to you should not be construed as personalized advice that is suitable for you or as advice that is based on a consideration of your personal circumstances. We are not responsible for any investment decisions that you make.
    3. We may, at our sole discretion, provide:
      • information in relation to any Transaction about which you have inquired, particularly regarding procedures and risks associated with that Transaction and ways of reducing risk; and
      • factual market information, market commentary, news or other similar information,
      however, we will be under no obligation to do so, and such information will not constitute investment or trading advice. If, notwithstanding the fact that dealings between you and us are on a non-advised basis (i.e., an ‘execution-only’ basis), one of our employees makes a statement of opinion (whether in response to your request or otherwise) regarding any Product or Transaction, you agree that it is not reasonable for you to rely on such statement as investment advice and that you will not be entitled to do so. We will not be responsible for any such information. Additionally, we give no express or implied representation, warranty or guarantee as to the accuracy, correctness, or completeness of such information or as to the tax consequences of any related transaction.
    4. You should understand that any trading recommendations, market, or other information provided to you by us may be incomplete or inaccurate, may not be verified, may differ from information provided to other clients, and may be changed without notice to you, notwithstanding that such information is based on information obtained from sources we believe to be reliable.
    5. You acknowledge that we or one of our Affiliates may have a position to purchase or sell Products which are the subject of information provided to you and that these positions and transactions may differ from the information provided.
    6. Except as provided elsewhere in the Client Agreement:
      • there are no restrictions on the types of investments in which you wish to invest or the markets on which you wish Transactions to be executed;
      • unless you notify us in writing and we confirm our acceptance in writing, we will assume that you do not intend any investment objectives, restrictions, or limits to apply to your Account.
    7. For the avoidance of doubt, we may cease to supply any Services and/or remove items from our then current offering at any moment, regardless of whether you experience losses. We may, for example, discontinue or deactivate a Platform or novate your Account from one Platform to another (the "New Platform") if the New Platform, in our reasonable opinion, provides you with similar, additional, or more competitive products and services, such as pricing and execution facilities, fees, commissions, and spreads.
  5. ACCOUNT OPENING
    1. An Account must be opened prior to making any Order or entering into any Transaction. No Orders can be placed until an Account has been opened and cleared funds received.
      We will conduct or refresh KYC and CDD checks prior to opening your Account (and at any time subsequently) in compliance with Applicable Law and our internal policies and procedures. We reserve the right to require additional documentation and/or information before you can place Orders.
  6. PLACING OF ORDERS
    1. It is your obligation to understand how an Order works before placing one with us, and you agree that you will not place an Order unless you have read and understood all applicable terms and conditions relating to such Order.
    2. You may give us Orders via the Platform or orally, by telephone to a member of our client management team during trading hours that are available on our Website or, as the case may be, where the market(s) for the Products are open for trading, unless we advise you otherwise. Any Orders left on an answering machine or sent by facsimile will not be actioned.
    3. If we receive any Orders via telephone, through the Platform, or other electronic methods acceptable to us from time to time, we may ask you to confirm them in writing, but we reserve the right to carry out an Order even if you do not confirm the Order in writing.
    4. Where you give Orders by telephone, you acknowledge and consent that your conversation with our client management team may be recorded. In relation to electronic communications, please note that electronic methods may not be secure, reliable or timely. You acknowledge that any Orders sent by you through electronic methods may be contain viruses, intercepted, monitored, corrupted, copied, adapted or otherwise be interfered with by third parties.
    5. Instruction to place an Order are irrevocably and unconditionally binding on you and are made at your sole risk and responsibility. An Order sent is only a binding Transaction if it is recorded as executed by us and confirmed by us to you via the Platform (subject always to Manifest Error and Abusive Trading Strategies).
    6. The Price at which an Order is executed may be less favorable to you than the Price stated on our Platform and/or provided to you by our client management team when you place the Order, and you are responsible for double-checking the Price at which an Order was executed.
    7. We are not obligated to verify or consider any assumption made or expressed by you regarding the impact of any TransactIon or Order on your Position. We will classify all Transactions as a buy or a sell. You are responsible for always staying informed about your Position.
    8. You authorize us (and, where applicable, any member of the Century Financial Group to act on Orders given to us by you or any person authorised on your behalf without further inquiry as to the genuineness, authority, or identity of the person giving or purporting to give such Orders. You understand and agree that this means we are authorised by you to accept, act and rely upon, and treat as valid and accurate all instructions and are under no obligation to:
      • verify the authenticity or validity of any instructions;
      • verify the identity or authority of any person giving an instruction;
      • verify the authenticity of any signature(s) on any instruction; or
      • seek your prior approval before acting on any instruction,
      however, we may in our absolute discretion, take steps to ascertain the validity, authenticity and origin of any instruction provided by electronic methods.
    9. We are not obligated to recognize the domain from where you are submitting the Order, and it is solely your obligation to determine whether trading from your local jurisdiction is permitted.
  7. ORDER EXECUTION
    1. We execute Orders in accordance with our Order Execution Policy, which can be found on our Website.
    2. You enter into all Transactions with us using Prices quoted by us through our Platform or through our client management team. Our Prices are not identical to prices for similar financial instruments or their underlying components quoted on a trading venue or by other providers. The Price at which an Order may be executed by our Platform may be less favourable to you than the Price displayed on our Platform and/or provided by our client management team when you place the Order (for instance, due to market movements between the time you submit your Order and the time our Platform and/or our client management team executes your Order).
    3. We will take reasonable endeavours to execute an Order promptly, but in accepting your Order we do not warrant that it will be possible to execute such Order or that the Order will be executed according to your instructions or that it will be executed at the best posted price.
    4. We will only execute an Order when the relevant Market or Underlying Market is open for business, and we will deal with an Order received outside of Market or Underlying Market hours as quickly as possible when that relevant Market or Underlying Market is next open for business (in accordance with the rules of that Market or Underlying Market). This may result in you obtaining a less favourable price. You acknowledge and agree that we will not be liable to you as a result of obtaining such a lower pricing.
    5. You acknowledge and understand that we may not have access to every market or dealer, other orders may trade ahead of your Order, market centers may not honour posted prices or may re-route the orders, market rules, decisions, system failures or other matters may prevent or delay execution of your Orders or cause Orders not to receive the best price.
    6. Where a series of Orders must be filled to close existing Open Positions and/or open new Positions, we shall fill these Orders in any order we choose. If this causes following orders to fail to activate due to a lack of trading resources, the Orders will be cancelled. We will not consider order filling sequences that may result in one order being filled while another is not; instead, we will fill orders as and when we see them at our sole discretion.
    7. Certain Products are subject to auto-roll over and further details on these procedures, including circumstances where auto-roll over may be disabled, are provided on our Platform. Our Platform may combine and net your Transactions open at the same time in respect of the same Product. Further details on netting, including how to disable it in relation to your Account, can be found on our Platform and/or through our client management team.
    8. A Product's underlying asset may become the subject of a Corporate Action or Adjustment Event. If a Corporate Action or Adjustment Event takes place, we will, in our reasonable opinion, take the following actions: (a) replicate this in your order or Transaction; (b) reflect any action taken by counterparties to trades in respect of such underlying assets of the product that we have entered into in order to hedge or off-set our exposure to you; or (c) preserve the economic equivalent of your order or Transaction immediately before the Corporate Action or Adjustment Event. As soon as it is practical for us to do so, which may, for the avoidance of doubt, be after the relevant Corporate Action or Adjustment Event we may take at our discretion under this Clause, we shall notify you of any appropriate action we decide to take.
  8. AMENDMENT OF ORDERS
    1. You are solely responsible for the accuracy and completeness of all of your instructions to us. We are not liable for any error, omissions, mutilation, interruption or delay occurring in the transmission of such instructions.
    2. Orders may only be canceled or altered with our prior approval. If you ask us to cancel your Orders, we will only be allowed to do so if those Orders have not yet been acted upon.
    3. Manual Product Orders can only be placed, changed, rolled over, or closed through our client management team. You will not be able to use the Platform to place, alter, or otherwise interact with Manual Products.
  9. OUR RIGHTS IN RESPECT OF YOUR INSTRUCTIONS
    1. We may, at our sole and absolute discretion, refuse to accept or act upon any instruction, including without limitation an instruction to place an Order or in relation to a Transaction or Open Position, from you. Circumstances where we may refuse to accept or act upon an instruction include, but shall not be limited to, where we reasonably believe that to accept or act upon such instruction may:
      • result in you breaching any trading or position limits that we have applied to your Account;
      • involve us or you being in a breach of any legal and/or regulatory requirements;
      • be unreasonably or significantly impracticable for us; or
      • run the risk of us suffering financial loss or reputational damage.
    2. We will try to advise you promptly if such circumstances arise; however, we are under no obligation to provide you with our reasons for not acting on any of your instructions and we will not be liable for any expense, loss, or damage you incur as a result of our failure to act on your instructions
    3. If there is an ambiguity in any instruction given by you or where an instruction is in conflict with another instruction, we will be entitled to act in good faith on what we reasonably believe the instruction to be and our action or inaction will be binding on you. We may delay or refuse to carry out an instruction if we have any concerns about the content, validity or authenticity unless this is resolved to our satisfaction.
    4. If we accept an Order and subsequently an incident occurs that makes it unreasonable for us to act on that Order, we have the right to disregard or revoke that Order. If we disregard or cancel your Order, we will not be liable to you as a result of our actions, and we will not re-enter the Order. Illustratively, these situations could include, among other things, change in Applicable Law, discontinuation of Products from our end or insolvency of the underlying company.
    5. You have no right to claim any damages, specific performance or compensation whatsoever from us in relation to any acts referred in this clause.
  10. PRICE SOURCES
    1. As a straight through processing broker, we quote the prices provided to us by specified Liquidity Providers, from whom we acquire quotes electronically. Such quotes indicate the prices at which we are willing to deal with our clients, subject to Clause [10.2] below. This quote could differ from values or prices published by exchanges or other market data sources.
    2. A quote is not an offer to open or close a Position. Quotes are provided for informational purposes only and do not constitute an offer to open or close a Position at the indicated price. When we accept an Order, we open a Position at the stated price.
    3. You acknowledge and accept that there may be times when spreads increase beyond the standard spreads available. Spreads may expand significantly to compensate for increased market volatility during tumultuous markets, such as news announcements. You are encouraged to trade with extreme caution during periods of increased market volatility, such as big news events, since widening spreads can negatively impact all positions in an account, including hedged ones.
  11. ACCESSING OUR PLATFORM
    1. We will provide you with one or more unique usernames and passwords to enable you to access the service, which will allow you to use the Platform and/or a Secure Website with security. Each time you access the Platform and/or Secure Website, you must enter your username and password.
    2. You are responsible for creating your own password and keeping all information in your Account secret, according to the instructions that we provide to you. If you know or think that someone has obtained or may access your Account, or any information you have in your Account, without your permission, you must notify us immediately.
    3. We may rely on all instructions, Orders and other communications entered using your username and password and you agree to be bound by any message or instruction effected via the service (including, without limitation, the execution of transactions and/or the instruction to change your username or password) through the use of your username and password, regardless of whether or not the person communicating such message or instruction was properly authorised by you. Unless you inform us otherwise under this Clause, we will consider any activity on or communication made from your Account to have been authorized by you, and you may be liable for such action until you notify us. We may need to change or reset your password and we will notify you if we do this.
    4. In relation to the username and password you acknowledge and undertake that:
      • you will keep your username and password confidential and secure, and you will only use them yourself. To protect their security and prevent unauthorised access to and use of the Services, you will implement appropriate security procedures;
      • you accept full responsibility for any and all use, unauthorised use or misuse of the service by you, or persons authorised by you, any other person using your Passwords, and you acknowledge and agree that any breach of your obligations hereunder by such person shall constitute a breach of your obligations hereunder by you;
      • unless we have given you prior written permission, you will not divulge your username and password to anyone other than your Authorized Person for any reason; and
      • you will notify us promptly if you become aware of, or have reasonable grounds to believe, the loss, theft, or disclosure to a third party of your username or password, or if you suspect any unauthorised use of your username or password.
    5. We may suspend your rights to access the Platform and/or Secure Website without notice if we have reasonable grounds to suspect that unauthorised persons are using your Username or password without your knowledge. Furthermore, if we suspect you have provided your username and password to another individual in violation of this Clause, we may immediately terminate the Client Agreement.
    6. If you are unable to use our Platform, please contact our client management team through phone or email to request assistance. However, this will be much slower than using our Platform directly, and we cannot guarantee that our client management team will be available.
    7. We will make every effort to make our Platform and client management team available when you need them, but we cannot guarantee that our Platform or client management team will be available at all times. We shall not be liable to you for any loss that occurs as a result of our Platform and/or our client management team being unavailable.
    8. It is your responsibility to ensure that you have access to our Platform when you need it. This includes having a device that can connect to our Platform, maintaining the device so that it works effectively, safely, and securely, and having enough internet connectivity. You are solely liable for any losses, damages, or costs incurred as a result of equipment failure or errors produced by the equipment you use to access the Services.
    9. Platform or Secure Website access is offered "as is." With respect to the Platform or Secure Website, their content, any documentation, or any hardware or software made available, we provide no warranties, express or implied assurances or guarantees as to merchantability and/or fitness for any specific purpose or otherwise. Technical difficulties may arise in conjunction with the Platform or the Secure Website. Failures, delays, or malfunctions, for example, could result in Orders not being transmitted, received, or executed as a result of such disruption, failure, or malfunction, software erosion, or hardware damage, which could be caused by hardware, software, or communication link inadequacies or other causes. Such issues could result in Order or Transaction losses, as well as financial and/or data loss.
    10. Where our Platform, Website, e-mails, or other content generated by us contains links to third party websites and resources, these links are given for your convenience only, and we assume no responsibility for them or any loss or damage that may result from your use of them. In no event will any member of the Century Financial Group be liable for any possible loss resulting from or arising out of using, accessing, installing, maintaining, altering, de-activating, or attempting to access either the Platform or Secure Website or otherwise.
  12. MONITORING YOUR TRADING ACTIVITY AND YOUR ACCOUNT
    1. After we have executed an Order on your behalf, we shall provide you with all essential information about the execution of the Order in real time via the Platform. This will generally include ticket numbers, purchase and sale rates, used margin, amounts available for margin trading, statements of profits and losses, current open and pending Positions and any other information as required by Applicable Law. You will also receive up-to-date statements of your Positions and any money held by us in respect of your Account. You may at any time request information on the status of your Orders. We have the right to alter the structure and content of Account Statements at any time and without prior notice to you.
    2. It is your responsibility to obtain and evaluate the information in Clause [12.1] on a regular basis to ensure that it matches your own records. In the absence of Manifest Error, the Account Statement will be conclusive unless you notify us to the contrary in writing within three (3) Business Days of receiving such Account Statement. You will be legally bound by the Account Statements and confirmations. We reserve the right to correct the errors or omissions discovered, if any.
    3. If you believe you have conducted a transaction and in the event that you do not receive a confirmation of a Transaction and such Transaction does not reflect in the Account Statement provided to you on the Platform, you must notify us within the period specified in Clause [12.2] above. In absence of such a notification, we will assume that such a transaction does not exist.
    4. Errors, whether reflecting Profit or Loss, will always be corrected on your Account.
    5. The information in Clause [12.1] will be updated in real time by our Platform. However, due to Force Majeure Events (see Section A Clause [9]), this may not always occur immediately.
    6. We will retain certain information in relation to an Order or Transaction to the extent and for the duration required by Applicable Law (usually six (6) years from the date of the relevant Order or Transaction). You may access this information through our Platform unless the relevant Account has been closed or the Client Agreement has been terminated. After this period, we may destroy this information or retain it for such further duration as we see fit in our sole discretion and without notice to you.
    7. You waive any claims arising from the failure to receive communications mailed, electronically transmitted, or otherwise addressed to you at the address specified in our records. We shall have ten (10) Business Days to update our records after receiving written notice of a new address for this purpose. If you desire to make any objections, your failure to receive or electronically access an Account Statement does not relieve you of your need to follow the foregoing processes.
    8. You understand and accept that posting confirmations of Transactions through the Platform and/or Secure Website constitutes delivery of trading confirmations and Account Statements by us to you.
    9. In the event of conflict between the information relating to your Account which is available on the Platform and via the Secure Website, the information contained on the Platform shall prevail. Any disputes arising out of an Account Statement will be handled by our Compliance Department.
  13. PAYMENTS FOR ORDERS AND REBATES
    1. Subject to Applicable Law, in exchange for routing an Order we may obtain discounts, rebates, payments, or other consideration from an exchange, market, dealer, or other party. In exchange for the Services we provide to you, we are entitled to receive and retain such payments, rebates, or other consideration in whole or in part for our own account and not for your account, and to do so without disclosing the amount received. In some cases, and solely at our discretion, we may share this amount with you.
  14. INACTIVE/DORMANT ACCOUNTS
    1. We consider an Account to be dormant or inactive or defunct if: (i) there have been no Open Positions on the Account for a period of 3 years, (ii) your data or personal information has not been updated for 3 years; or (iii) as otherwise required by Applicable Law.
    2. In accordance with Applicable Law, we shall notify you if your Account is dormant or inactive, and you will be required to take specific steps to activate or close your Account within a given duration.
    3. If your Account has been dormant or inactive, we may deactivate it. To reactivate your Account, please contact us and follow the instructions we provide. We may ask you to proceed with KYC/CDD procedures that we specify and conduct at least one (1) trade and fund the account. If you do not want to activate your Account, you can contact us to have it closed, and the provisions of Section A Clause [17] will apply to your termination of the Client Agreement and Account closure.
    4. If your Account has been inactive for an extended period of time, we may charge dormant Account fees and deduct funds from your Account. We reserve the right to charge the dormant/inactivity fee retroactively for any month in which we had the right to charge the fee but for technical reasons we did not.
    5. If the balance in the Account is less than the prescribed charges, the full remaining amount will be charged, and we will have the right to terminate the Account after providing you with a due notice. There will be no charge if the balance in the Account is zero (0).
  15. CLIENT MONEY
    1. You agree that money belonging to you which is held by us in your Account (the “Client Money”), will be held by us in a segregated client money bank account in the name of Century Financial.
    2. Unless you notify us in writing or otherwise, we may pass on Client Money or allow another person, such as an exchange, a clearing house, or an intermediate broker, to hold or control Client Money where we transfer the Client Money:
      • for the purposes of a Trade for you through or with that person; or
      • to meet your obligations to provide collateral for a Trade (e.g., an Initial Margin Requirement for a derivative transaction).
    3. When Client Money is held in a jurisdiction outside of UAE, the market practices, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in UAE. We will not be liable for the insolvency, acts or omissions of any bank or other third party holding money.
    4. You agree that we may place your funds in our designated Client Money account in a different currency to the currency used to open your Account. Such Client Money will be at least equal in value and will be in compliance with Applicable Law.
    5. We reconcile client money between money needed to be held in client money bank accounts and client money that is held in client money bank accounts at the end of each Business Day in accordance with Applicable Law.
    6. While we will continue to be liable for Client Money, certain payment processing operational responsibilities may be outsourced.
    7. You authorise us to make deposits and withdrawals from your Account on your behalf, including but not limited to the withdrawals for settlement of all the transactions undertaken with us and all amounts which are payable by you or on your behalf to us or any other person in relation to the Services.
    8. You agree that all money transferred into your Account are for trading purposes only and in anticipation of a Transaction with us, and that they are used to secure or cover your current, future, actual, contingent, or prospective obligations to us. You should not deposit monies with us unless you intend to trade and secure or cover your current, future, actual, contingent, or prospective commitments to us.
    9. We will be entitled at any time and in our sole discretion to deduct, without notice or recourse to you, any money placed in or credited to your Account in error by us or on our behalf.
    10. We will not pay interest to you on any money held on your behalf or otherwise under the Client Agreement.
    11. We occasionally receive deposits or payments into our accounts that, despite our best efforts, cannot be assigned to any specific customer. Customers that transfer monies to us for deposit but fail to follow established processes or provide required account references may experience this (among other things). When this happens, we'll put the money in a holding account while we try to figure out who the money belongs to. If we are unable to assign the money within a reasonable time, we shall endeavor to return them to the bank or transfer source. You are therefore urged to follow stated deposit procedures and review your Account when transferring funds to us to ensure all funds are appropriately allocated. When sending monies to us, you should follow the mentioned deposit procedures and monitor your Account to confirm that all funds are properly allocated.
    12. Any money due to us under the Client Agreement or required to be deducted by Applicable Law (including for tax purposes), may be deducted from any money held by us in respect of your Account. This is our right to make a deduction.
    13. If you have been categorised as a Professional Investor, we may agree with you that you do not require money which is transferred by you to us to be held in accordance with the Client Money Rules. Any such agreement must be in our agreed form and signed by you and may be provided to us by post or by scanned copy sent to us by email. Following such an agreement, we will treat any transfer of money by you to us as a transfer of full ownership of money to us for the purpose of securing or covering your present, future, actual, contingent or prospective obligations, and we will not hold such money in accordance with the Client Money Rules. Because title of the money has passed to us, you will no longer have a proprietary claim over money transferred to us and we can deal with it in our own right, and you will rank as a general creditor of ours. By placing money with us under a title transfer agreement, you agree that all money you place on your account is done so in anticipation of a trade and therefore has the purpose of securing or covering your present, future, actual, contingent, or prospective obligations to us. You should not place any money with us that is not for the purpose of securing or covering your present, future, actual, contingent, or prospective obligations to us.
  16. PAYMENTS AND WITHDRAWALS
    1. We are not a bank, nor do we keep deposits as a bank. We keep deposits only to maintain Margin Requirements to support your Transactions.
    2. You are responsible for making any payments to us which are required under the Client Agreement. We may reject any payment that is not made in accordance with our payment procedures (details of which are available on our Platform or from our client management team upon request). We reserve the right to remove or restrict the payment methods that you use to deposit and withdraw money from your Account.
    3. You may pay any amount owed to us (including deposits) using an accepted card (such as a credit or debit card), bank wire, or any other means we may specify from time to time. We do not accept payments or deposits in the form of cash except under exceptional circumstances and subject always to compliance with Applicable Law.
    4. All payment to us must be made without set-off or counterclaim and without deduction. If you are required to withhold money or make any deductions, you must pay extra money ensuring that we receive the entire amount that we would have gotten had the withholding or deduction not occurred. You acknowledge that in the event of your default, you will be responsible for all costs and losses incurred by us.
    5. When making payments to us, you may wish to leave headroom, especially during volatile and potentially volatile periods, (i.e. an amount that ensures you have sufficient funds above your Margin Requirements and that your total Account value is in excess of your total Margin requirements (if applicable) or the amount required to keep the Account value above the applicable Close-Out Level on any Account). You should consider your Positions, Transactions, and Pending Orders, the volatility of the particular Product concerned and the relevant markets for the underlying asset, the time it will take for you to make further payments of cleared funds to us and any other matter which you may think relevant.
    6. We shall be entitled to treat you as having failed to make a payment and to close out your Open Positions, exercise other default remedies as well as any or all of its rights under the Client Agreement if you owe us a payment but adequate cleared funds have not been credited to your Account.
    7. In determining whether to accept payment from you, we will have utmost regard to our duties under law regarding the prevention of fraud, counter terrorist financing, insolvency, money laundering, and/or tax offences. We will only accept money withdrawals or deposits if we are satisfied that the money was sent by you or your Authorised Person. If we determine that the funds came from someone other than you (for example, a funding method in someone else's name), we reserve the right to reject your deposit and return the funds to the original payment method, after adjusting any transfer fees and charges.
    8. If we are not convinced that a payment method is in your name, we reserve the right to request proof of ownership before crediting your Account.
    9. If in our reasonable and absolute discretion we determine that the deposit seems fraudulent, we shall have the right to undertake any or some or all of the following steps without any prior intimation to you:
      • refund the amount deposited in the Account;
      • apply zero balance and equity to the Account;
      • close the Account;
      • deny the withdrawal of any profits and/or coverage of any loss;
      • report the matter to appropriate regulatory authorities; and
      • take such suitable legal actions and/or other remedies that we deem appropriate.
      You hereby waive and release us from any liability arising out of or in connection with any action that we might exercise in accordance with the terms of the Client Agreement and this Clause.
    10. Any payment made by you or on your behalf by certain Authorised Persons will only be given effect once our systems have credited it to the relevant Account and it is shown on our Platform. We cannot guarantee how long this process will take and we will not be liable to you for any loss arising as a result of any delay in us crediting any payment to your Account.
    11. You are responsible for any costs and charges incurred in the process of making any payment to your Account. You may also be liable for other charges that are not imposed by us, including bank transfer fees, and fees to internet and telephone service providers. Please be aware that we reserve the right to charge a reasonable fee for processing your payments, which will normally represent our costs in offering these payment solutions to you and will be collected and payable at the time of payment. These charges will be levied in our sole discretion and without your consent. The balance in your Account will reflect these charges.
    12. You understand and agree that we may, in our sole discretion, at any time, for any reason, without prior notice to you or without you prior consent, increase the transfer fees shown on our website to any other amount we deem necessary.
    13. You hereby confirm and acknowledge that any payment(s) made by credit card(s), will bear your own name. You accept our advice to allow the visual contact of the 6 first and the last 4 digits of his card number only; and cover the CVV numbers of the back side of the card before sending a copy of your Card to us, for security purposes. You accept that the rest of the information should remain visible such as the card holder name, expiry date and bank name.
    14. You accept that we have the right to reject any credit card payments coming from high risk regions high risk countries.
    15. You may make a request to withdraw money up to the extent your Available Equity from your Account. Details on how to make withdrawals of money may also be obtained from our client management team upon request.
    16. You acknowledge and accept that all credit card transactions (deposits) are non-refundable and irrevocable.
    17. Unless we agree otherwise or in order for us to comply with Applicable Law, we will only accept a request for a withdrawal of money from an Account that is given directly by you or certain Authorised Persons. We will not accept any request for a withdrawal of money from an Account from any other person.
    18. We will not proceed with a withdrawal request when such a request is sent by a different account name other than the one used by you for your last deposit.
    19. Withdrawals of money from your Account will only be made in the Account Currency. Withdrawals will only be processed by us where the destination for the money being withdrawn is to an account in your name, which you have registered with Century Financial, unless (subject to our prior approval) you have notified us in writing that your payment details have changed or, if agreed by us, to your funds held in certain Authorised Persons’ segregated client money account, provided that that Authorised Person is licensed to hold client money by the relevant regulatory authority.
    20. Notwithstanding any other term of the Client Agreement, we may in our reasonable discretion refuse or delay giving effect to your request for a withdrawal of money from your Account (in whole or in part), including as a result of any request to close the Account in accordance with these Terms. Notwithstanding any other term in the Client Agreement, we reserve the right, in its absolute discretion, to decline a withdrawal request from the Client and we reserve the right to request additional information or documents. We will notify you as soon as reasonably practicable if we decide to refuse or delay giving effect to your request for a withdrawal.
    21. You acknowledge that delays may occur for deposits and withdrawals requests if we and/or any other bank and/or card processor and/or electronic wallets service provider are unable to verify the information you provide.
    22. You hereby agree that you will confirm all payments made to us by providing details of such payments as required by us (whether wire transfer details or SWIFT code or otherwise).
    23. You are fully responsible for the payment details given to us and we accept no responsibility for your funds, if the details provided by you are not accurate or not comprehensive.
  17. CURRENCY
    1. The Account Currency of an Account will be as offered by us and specified by you at the time you open the Account, and any payment obligations in relation to that Account must be settled in that Account Currency.
    2. All payments into your Account will be converted from the currency in which they are received into the Account Currency in which they are deposited. The terms of this Clause will also apply where we make any payment to your Account in a currency other than the Account Currency.
    3. Whenever we conduct currency conversions, we will do so at such rate of exchange as we select at our sole and absolute discretion. You agree that we will be entitled to add a mark-up to the exchange rates. We may waive or defer our conversion calculation fee at our discretion.
    4. All deductions and credits applied to your Account will be in the relevant Account Currency. Where the relevant Product Currency is different to the relevant Account Currency, all calculations of deductions and credits will be undertaken in the Product Currency and converted into the Account Currency at the Currency Conversion Rate. Our Platform will retain information about the Currency Conversion Rate in relation to your Account.
    5. Any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for your risk and Account.
  18. EVENT OF DEFAULT
    1. If you believe or have reason to believe that you have breached any term of the Client Agreement, then you must inform us immediately in writing. We may refrain from providing any of the Services if you are in breach of any of your obligations as set out in the Client Agreement or any other agreement you may have entered into with any member of the Century Group.
    2. Each and any of the following constitutes an Event of Default:
      • you, or any Authorised Person are the subject of or have been found guilty or at fault in any criminal proceedings or relevant investigation carried out by the appropriate authorities in any jurisdiction of any offence involving dishonesty, financial crime, terrorist financing or a similar offence;
      • we suspect you are engaged in any money laundering, terrorist financing or criminal activities;
      • you are an individual and you die or become of unsound mind or your capacity, as far as it is relevant to the Client Agreement, is otherwise impaired;
      • you are subject to Insolvency Event;
      • you breach any of the terms of the Client Agreement;
      • you fail to pay any amount due to us under the Client Agreement;
      • if any of your representations and warranties cease to be true;
      • if we have a good faith belief that you have unfairly manipulated our prices, execution procedures, or the Platform by using any electronic device, software, algorithm, trading strategy, or arbitrage practice (including but not limited to latency abuse, price manipulation, or time manipulation) to create, provide, or convey our bid or ask prices; or
      • any other circumstance exists where we reasonably believe that it is necessary or desirable to protect you or us, including any breach or potential breach by you of Applicable Law or the Client Agreement or where you do not respond as reasonably required to any notice, communication or request for further information from us in relation to your Account.
    3. You will be responsible for any losses and/or expenses that we suffer which are the result, or which a reasonable person would consider to be the probable result, of you or an Authorised Person being negligent, acting fraudulently or breaching the Client Agreement or Applicable Law.
    4. Subject to Applicable Law, we may, in our sole and absolute discretion, take any of the following actions:
      • require you to close or liquidate any or all of your Open Positions by a specified date selected by us;
      • combine or close any Open Positions or cancel any Orders on a date specified by us and at a price specified by us;
      • suspend your access to your Account;
      • suspend your ability to place an Order or complete a Transaction relating to your Account, or otherwise limit or restrict your use of the Services in any way;
      • make your Account unauthorised to trade or set your Account to Reduce Only;
      • vary your Margin Requirements;
      • undo/reverse any Transactions and the impact of such Transactions on your Account (as if they had never been executed in the first place);
      • terminate the Client Agreement immediately, with or without prior notice, with termination taking place on a particular date that we choose;
      • refuse or delay to give effect to your request for a withdrawal of money from your Account;
      • modify, change, alter, substitute or switch the terms of any Service we offer you, your Account type, price stream, spreads or settings within your Account;
      • impose special terms in relation to any Order or Transaction which, by virtue of its size, is deemed by us to be abnormal by reference to the relevant Product, its volatility or its liquidity;
      • exercise our right of set-off, make a deduction or credits on your account with us, or charging interest, under the Client Agreement or Applicable Law; and
      • where we have categorised you as a Professional Investor or an Counterparty, restrict or remove any additional service from your Account entirely, whether temporarily or permanently.
    5. In the event that we close, liquidate, or reverse a Transaction or an Open Position, we shall calculate the amount that will be owed (either to you or by you) as a result of such termination or liquidation. If you owe us this money, it will be part of your liabilities and must be paid to us right away. Whenever appropriate, we shall follow our order execution policy.
    6. You consent for us to do any or all of the aforementioned acts without giving you prior notice, but we will make reasonable efforts to do so as soon as it is practically possible. You agree that we won't be held liable for any consequences of the actions indicated above unless a court of competent jurisdiction finds that we acted dishonestly or with gross negligence.
  19. JOINT ACCOUNTS
    1. When you open a Joint Account, references to you include references to any other person in whose name the Joint Account is held. Any individual who is, or reasonably seems or pretends to be, identified on that Joint Account may be subject to any of our rights or obligations under the Client Agreement.
    2. Each Joint Account Holder shall be jointly and severally liable for any financial obligations arising on their Joint Account. This means that anyone specified on the Joint Account is responsible for all amounts owed to us under the Client Agreement.
    3. Each Joint Account Holder agrees that each Joint Account Holder has authority, without notice to the other to:
      • buy or sell Products (including on margin);
      • receive Account Statements and correspondence;
      • receive and dispose of money, securities or other assets;
      • enter, terminate or agree to modify the Client Agreement;
      • waive any part of the Client Agreement;
      • deal with Century Financial as if each Joint Account Holder was the sole Account holder.
    4. We reserve the right to send any notice or communication to any or all of the people whose names appear on the Joint Account, and any notice or communication given to one person is assumed to have been delivered to all Joint Account Holders.
    5. After a Joint Account has been opened, you cannot add or remove persons named on that Joint Account. If you wish to change the Joint Account Holders, you must close the Joint Account and open a new one.
    6. We may, in our sole discretion, ask all Joint Account Holders to submit written instruction before we act on the instructions of a single Joint Account Holder.
    7. Upon the death of any Joint Account Holder, the Joint Account will be closed and the balance will be paid in the manner we think fit and reasonable in our sole discretion or we will transfer the investments and the responsibility for any obligations connected with the Joint Account into the surviving Joint Account Holder’s sole name. The terms of the Client Agreement will remain in full force between us and the surviving Joint Account Holder.
    8. The estate of any deceased Joint Account Holder and each surviving Joint Account Holder will be liable to us, jointly and severally, for any debt or loss in the account or upon liquidation of the Account, subject to Applicable Law. We shall presume that Joint Account Holders are joint tenants with rights of survivorship and upon death of any such joint account holder, the account shall be vested in the surviving holders, without in any manner releasing the deceased joint tenant’s estate from liability.
    9. Either Joint Account Holder may request that we convert the Account to an Account with a single account holder. Before doing so, we may (but are not obliged to) require written authorization from all Account holders. Any person who is removed from the Account is still responsible for all responsibilities and liabilities incurred under the Client Agreement during the period prior to the removal.
  20. NETTING AND SET-OFF
    1. If at any time in relation to any one Account: (a) you owe us and we owe you the same amount of money in the same currency, then both your and our obligation will each be automatically satisfied and discharged; or (b) you owe us and we owe you a different amount of money in the same currency, then whichever of you or us owes more may pay the excess to the other party and both your and our obligations will be satisfied and discharged.
    2. We have the right to combine all or any Accounts opened in your name and/or to consolidate the balances in such accounts and to set-off such balances.
    3. We may apply the Currency Conversion Rate to convert the relevant cash balances and any money due to you or us into the same currency.
    4. Without prejudice to our right to require payment from you in accordance with the Client Agreement, we will have the right at any time to set off any Losses incurred by us in connection with your Account or your trading activities against:
      • any account (including any joint account, corporate account or other account which you may hold with us or any member of the Century Financial Group) in which you may have a financial interest; or
      • any funds, monies or investment of any kind which we may owe you whether under these Terms or under any other contractual arrangements which you may have with us or any member of the Century Financial Group
    5. You also authorise us to set off sums held by us for or to your credit in a Joint Account against Losses incurred by such Joint Account. You further authorise us to set off any Losses incurred in respect of, or any debit balances in, any account held by you with the Century Financial Group against any credit on your Account (including a Joint Account) with us.
    6. In order to fulfill any or all of your obligations to us under this Clause, we may, at any time and without prior notice to you, sell Products or other assets that we have custody or control over on your behalf. We will charge you all relevant charges and taxes, as well as a modest administration fee, if we are required to sell Products held on your behalf to satisfy your obligations. After the Products have been sold, you are still accountable to us for any remaining sum owed, and you must pay us the difference in value immediately.
    7. You acknowledge that you are not permitted to use a right of set-off to offset any sums that you owe us under these Terms. We are not required to use our rights under this Clause, which may be in addition to or without affecting any other rights to which we may at any time be entitled (whether by operation of law, contract, or otherwise), including any right of set-off, combination of Accounts, lien, or other right.
    8. If an obligation cannot be reasonably ascertained, we may in good faith estimate that obligation and set-off in respect of that estimate.
    9. As long as there are outstanding Losses in respect of any account in which you may have an interest under this or any other agreement with us, in each case whether as a joint account or otherwise, we may retain possession of any Products or other assets held by us or to your credit with us in relation to any account in which you may have an interest (this right is known as a lien).
    10. Our failure on one or more occasions to enforce or exercise our right to insist on timely payment (including our right to insist on immediate payment of Margin) will not amount to a waiver or bar to enforcement of that right.
  21. TAXES
    1. We cannot advise you on tax and, if in any doubt, you should seek your own independent advice. The tax treatment of Transactions may differ according to your circumstances and applicable tax legislation. Tax legislation and the interpretation of such legislation is subject to change. You may also be liable for other taxes and charges that are not imposed or withheld by us. You should seek independent advice if you are in any doubt as to what further taxes and charges may apply to you as a result of your trading activities.
    2. You shall be solely responsible for all filings, tax returns and reports on any Transactions which should be made to any relevant authority, whether governmental or otherwise, and for payment of all taxes (including but not limited to any transfer or value added taxes), arising out of or in connection with any Transaction.
    3. If we are required by Applicable Law to submit information to a tax authority, we will do so in accordance with our Privacy Policy and the Client Agreement. You agree that if we give you with any information or express an opinion about the tax status of your Transactions with us, you will not be able to rely on that statement and it will not represent tax advice.
    4. We are entitled to deduct or withhold, in our sole discretion, any tax required by Applicable Law from any payment or credit made to your Account.
    5. If we are required to pay any withholding tax or other levies on your behalf, we reserve the right to deduct such amounts from your Account or otherwise require you to pay or reimburse us for such payments.
    6. If you pay us any money that is subject to any withholding or deduction, you must pay us the relevant additional amount, so that the money we actually receive equals the full amount we would have received had no withholding or deduction been made.
    7. You will be responsible for payment of any value added taxes or similar consumption taxes as applicable.
  22. COSTS
    1. There are costs associated when you trade with us. You can discover additional details about these prices in our Fee Schedule. We may occasionally impose new costs and/or change costs. We also reserve the right to waive these fees in the future. If there is any change in our Fee Schedule costs change, we will notify you in accordance with these Terms.
    2. For some Transactions, we shall impose Holding Costs. Additional information in this regard is available on our Platform. To cover any Holding Costs, you must have enough cash in your account. If you owe us any holding costs, we may deduct them from the balance in your Account.
    3. In respect of transactions in certain CFD Contracts, we may charge you a transaction charge and/or a finance charge. Both finance and Transaction charges will be specified on the Platform and may be amended from time to time. The amount of these charges will be deducted from your Account. Your Account should always have sufficient balance to meet this obligation.
    4. A market data subscription fee may be charged if you subscribe for specific Products. If you are not categorized as a Professional Investor, different market data subscription prices will apply, and full details of these fees can be seen on our Platform.
    5. Insofar as permitted by Applicable Law, we may pay or receive fees, commissions, or other non-financial benefits from third parties while rendering a service to you. We will provide you with the information on these benefits upon request and to the extent required by law.
    6. If we receive or recover any commissions, cost, expense, fee or any other amount in respect of your obligations under the Client Agreement in a currency other than that in which the amount was payable, whether pursuant to a judgment of any court or otherwise, you will indemnify us and hold us harmless from and against any cost (including costs of conversion) and Loss suffered by us as a result of receiving such amount in a currency other than the currency in which it was due.
  23. INTRODUCED BUSINESS
    1. This Clause applies if you have been introduced to us by a third party, such as an introducing broker or money manager (together referred to as “Referral Agent”), and have agreed with that third party for the payment of fees, commission and/or other remuneration (“Third Party Fees”) in respect of such introduction and related services provided by the third party to be paid via the Platform. We will notify you in advance of the effective date of this Clause and this Clause will apply from the date specified in that notification.
    2. We will not be responsible for any agreement made between you and your Referral Agent or absence thereof. We will not be bound by the terms of any such agreement.
    3. You acknowledge that any such Referral Agent will either be acting as an independent intermediary or as your agent, that your Referral Agent is completely independent from us and is not our agent, associate, or employee and that your Referral Agent is acting solely on your behalf. Additionally, you agree that your referral agent is not authorized to express any opinions on us or our Services.
    4. By entering into the Client Agreement with us, you give us permission to deduct any Third Party Fees from any funds we hold in connection with your Account and pay them to the Referral Agent on your behalf. We will let you know in advance how deductions will be calculated.
    5. Any deductions will be made after taking into account all taxes, duties, and levies, regardless of how they are calculated or designated, including value-added taxes (or similar).
    6. It is your duty to make sure there are enough funds in your account to fully cover any Third Party Fees that are owed to the third party.
    7. We retain the right to stop facilitating the payment of the Third Party Fees or to make deductions in relation to them at any time and without prior notification to you. Any outstanding Third Party Fees payable must be agreed upon and paid directly between you and the Third Party in the event that we stop to facilitate or make deductions in respect of the Third Party Fees in accordance with this Clause.
    8. You may withdraw or seek to amend the authorisation given to us under this Clause for us to facilitate or make deductions in respect of the Third Party Fees on your behalf, by giving us at least notice in writing of one (1) Business Day.
    9. We will not be responsible for any agreement made between you and your Referral Agent, or lack thereof. You acknowledge that any such Referral Agent will either be acting as an independent intermediary or an agent for you and that your Referral Agent and is wholly separate and independent from the Century Financial Group and is not our or the Century Financial Group’s agent, associate or employee. You further acknowledge that your Referral Agent is not authorised to make any representation relating to us or our Services.
    10. We have no control over and cannot vouch for any information, recommendation, or advice you may have previously received from a Referral Agent or may get in the future. You must thoroughly assess a Referral Agent before using its services because it is not our agent or employee.
    11. You understand and agree that a high volume of transactions may result in a large amount of commissions, fees, or other costs that may not always be offset by the net profits, if any, realized from the relevant trades. It is your obligation and the Referral Agent's to make an accurate determination of the commercial viability of the magnitude of the total commissions, fees, or charges for transactions executed and paid from your Account. Because we solely serve as the principal, we have no control over how much money you pay your Referral Agent in commissions, fees, or other costs.
    12. You acknowledge that the Referral Agent will have access to information about your trading activity that we possess. You also recognize that a third party who brought your Referral Agent to us may have received payment based on your introduction to us or your trading history. In this case, you consent to our disclosing information about your trading behavior to the third party who referred your Referral Agent.
  24. USE OF AUTHORISED PERSONS
    1. You are free to designate a third party to administer and run your Account as your agent. If so, any agreement—or absence thereof—between you and such Authorised Person is not our responsibility. You understand and agree that any such Authorised Person is entirely separate and independent from us and will either be operating as an independent intermediary or as an agent for you. Your Authorised Person is not our employee, agent, or representative, and you agree that the Authorised Person cannot act on our behalf or obligate us to act in any manner.
    2. If you want your Account to be managed by an Authorised Person, you must provide us with a Power of Attorney that was signed by both you and your Authorised Person and in a format acceptable to us. You must provide us with a compensation plan in a format that is acceptable to us to be attached to the Power of Attorney in cases where you agree to pay your Authorised Person directly from the Account (for instance, by paying the Authorised Person a performance fee).
    3. You are solely responsible for the risk of appointing an Authorised Person to manage or administer or operate your Account.
    4. It shall be lawful for us to act on any instructions or Orders transmitted by any Authorised Person or any person who reasonably seems or purports to be an Authorised Person in regard to your Account.
    5. We reserve the right to carry out KYC checks and due diligence on the Authorised Person appointed by you. If we know or have reasonable grounds to believe that the appointment of an Authorised Person would result in a breach of the Client Agreement and/or Applicable Law, we may revoke or reject the appointment. We need not specify reasons for refusing instructions from Authorised Person.
    6. You agree that you have full responsibility and liability for any unlawful conduct by your Authorised Person and will reimburse us against any loss, damage or expense incurred by us as a result of the Authorised Person’s unlawful actions.
    7. If you have designated an Authorised Person to act on your behalf and that person also acts on behalf of our other clients, the Authorised Person may opt to place a single, aggregated order with us in respect of a Product and distribute it among you and the other clients. We are not responsible for the aggregation and allocation of such orders, and any such aggregation or allocation should be discussed with the Authorised Person.
    8. We reserve the right to ask you to maintain and administer your Account at any time, at our sole discretion. In order to accomplish this, you would have to cancel the permission you previously given your Authorised Person and take control of your Account yourself. You understand that you will be held accountable for any Losses that may result from the actions of your Authorised Person, as well as for any Orders you gave us before the revocation took effect.
    9. You must notify us in writing if you intend to revoke or modify any authority you have granted to your Authorised Person under the Power of Attorney. Any such notice will take effect once it has been acknowledged by us, which will typically happen two (2) Business Days after we receive the written notice. You understand that you will be held accountable for all Orders placed with us prior to the revocation or variation taking effect, as well as any losses that may result from your Authorised Person's actions.
    10. You understand and agree that a high volume of transactions may result in a large amount of commissions, fees, or other costs that may not always be offset by the net profits, if any, realized from the relevant trades. It is your obligation and the Authorised Person's to make an accurate determination of the commercial viability of the magnitude of the total commissions, fees, or charges for transactions executed and paid from your Account. Because we solely serve as the principal, we have no control over how much money you pay your Authorised Person in commissions, fees, or other costs.
    11. You understand and agree that by giving your Account Manager access to your Platform, we reserve the right—but not the obligation—to impose restrictions on how much and how often your Authorised Person can use the system. You agree that we will not exercise oversight or control over Orders given by your Authorised Person, and you accept full responsibility and liability for your Authorised Person's actions, if we decide not to impose any such limits or controls on your Authorised Person's trading or if such limits or controls fail for any reason.
  25. TRADING LIMITS
    1. We have the right to, at our discretion, set a limit or a parameter to control your ability to place an Order, hold Open Positions or to otherwise give instructions. Such limit or parameter may be amended by us at our sole and absolute discretion and may include (without limitation):
      • the Margin Requirements;
      • maximum Order amount and maximum Order size;
      • our total exposure to you;
      • trade filters to ensure that prices do not disrupt the market or violate market rules;
      • controls over the Platform (which include, without limitation, any verification procedures intended to ensure that any particular instruction or instructions has come from you);
      • the price at which an Order may be submitted (to include (without limitation) controls over an Order which is at a price that differs from the market price at the time the Order is submitted); and
      • any other limit or parameter which we may be required to implement in accordance with Applicable Law and these Terms.
      Where possible we will notify such amendments to you in advance of such amendments becoming effective.
    2. Any limits for your Account (including any Margin Requirement and Leverage) will be set and varied from time to time with regard to your credit status and, where applicable, the amount of funds deposited by you with us and we may, in our sole and absolute discretion apply a limit to:
      • the size of any Transaction or series of Transactions that you may enter into; and
      • the amount of any loss or liability to which you may be exposed.
    3. Account limits do not limit your financial obligation to us, and whatever money you may occasionally place with us as Margin or otherwise does not represent a cap on that obligation.
  26. LEVERAGE
    1. Leverage is a mechanism through which you are able to enter into a Transaction for a value that is higher than the amount of Margin, the purpose of which is to support your Transactions. We may provide you leverage at our sole discretion. For any Products for which we provide you leverage, Margin funds only part of the Transaction and the excess is provided by us as leverage. You should ensure that any leverage is consistent with your financial situation, strategy, objectives, and business conditions.
    2. Leverage is expressed as a ratio such as 10:1, 100:1, 200:1 or 400:1. The higher ratio of leverage you use, the less Margin you need to enter into a Transaction, in proportion to the notional value of the Transaction. What this may mean for you is that for a Product that is leveraged at a 200:1 ratio, you may open a Position with a notional value of USD 1,000 using USD 5 as the Margin.
    3. The amount of Margin is calculated with reference to a percentage of the notional value of an Open Position. We determine the percentage of the notional value that is required as Margin by an underlying instrument, and we may change the percentage from time to time at our discretion, which we will notify to you in accordance with Applicable Law.
    4. We reserve the right to change the leverage of a Product or Account, from time to time, at our discretion. We will endeavour to provide you with reasonable notice of such change, where practicable. It is your responsibility to monitor for changes to the leverage, which may occur due to:
      • a change in prevailing market conditions;
      • an actual or potential event of default or termination event;
      • your account balance;
      • your trading approach or past trading performance;
      • a risk assessment;
      • increased market volatility; or
      • any other factors that we may regularly assess.
    5. An Order will be automatically rejected if, at the time it would otherwise be performed, it will cause a breach of a limit that applies to that type of order. The relevant Order or modification will be refused by our Platform where acceptance of a Pending Order or modification of an existing Pending Order will result in a breach of a relevant limit. The number of Transactions, Positions, and/or Pending Orders that may result in the opening of a new Position or Transaction on an Account may also be subject to a limit. We have the sole authority to determine this cap. We have the right to change this restriction at any moment, thus it is your obligation to verify the Platform's information to make sure you are aware of it before opening any new Positions, Transactions, or submitting any new Pending Orders.
  27. USE OF MARGIN
    1. As a condition of entering into a Transaction, subject to Applicable Law, we may require you to deposit Margin as security for payment of any losses incurred by you in respect of any Transaction. You must satisfy any and all Margin Requirements immediately as a condition to entering into any Transaction.
    2. We will be entitled to increase or decrease the Margin required from you on Open Positions at any time upon notice to you. Any increase in Margin Requirements will be immediately due and payable upon our request. Only in circumstances where we reasonably consider it necessary or desirable will we increase Margin Requirements.
    3. We will not execute the Order if your Account doesn't have enough Available Equity to cover the necessary Margin Requirements. You must make sure that the Account has enough Available Equity to satisfy the applicable Margin Requirements.
    4. Any Order you place on our Platform will be subject to a Margin Requirements. You can suffer losses from Transactions that are greater than the Margin you have supplied to us for your Open Positions due to changes in the applicable Margin Requirements.
    5. You must always ensure that your Account is over the relevant Close-Out Level as shown on our Platform at all times.
    6. Notwithstanding Clause [27.7] we do not guarantee that your Open Positions will be closed exactly at the point when your Account balance reaches the Close-Out Level. This may be due, for example, to market gapping.
    7. We may issue a Margin Call Warning in accordance with these Terms if you are on the verge of violating your Margin Requirements. Any time and in any manner permitted by these Terms, Margin Call Warnings may be issued. Therefore, it is in your best interest to inform us of any changes to your contact information on a frequent basis.
    8. We may impose a number of limits and restrictions on your Transactions, and it is your duty to make sure you are aware of all applicable limits and restrictions before submitting or changing any Order to begin a Transaction by consulting the Platform's information. All of your accounts with us will be subject to any restrictions that are applicable to one Account.
    9. If you have multiple Accounts we shall determine your Margin Requirements for each Account. We may, but we're not obligated to, automatically move any free balance you have in one account to another account to satisfy our Margin Requirements.
    10. To make sure you fulfill our Margin Requirements when placing Orders over the phone, it is your responsibility to request all pertinent information about your Account, including any open Positions. If you don't request this information, you may suffer losses for which we are not liable.
    11. The Platform provides information about the Unrealised Profit or Loss for each particular Transaction. On any Transactions on your Account, the Platform will offset any unrealized profits or losses. If you quickly closed one or more of your Transactions, the Unrealised Profit or Loss displayed on our platform at any moment might not accurately reflect the Realised Profit or Realised Loss that would be gained or incurred. Any realized loss will become immediately due and payable.
    12. If the Price of a Product’s underlying asset is suspended, we reserve the right to close any Transactions in that Product at a Price that is fair and reasonable. Such Price may be at a Price of zero and may vary for a buy and sell Transaction. The date and Price at which this Transaction will be closed will be communicated to you. If a Product or its relevant underlying asset is suspended, we reserve the right to ask for more Margin and/or to recover any reasonably foreseeable associated costs incurred by us (or any of our associates).
    13. If an issuer whose securities constitute the basis for a product experiences insolvency or a similar situation, we reserve the right to stop any Transactions on that product, typically at a price of zero (0). In the event that you have a Transaction on any such Product, we will notify you of this.
  28. MANIFEST ERROR
    1. Any quote made by us, any market, exchange, price-giving bank, information source, commentator, or official on whom we reasonably rely and which is not representative of fair market value at the time an Order is placed is referred to as a "Manifest Error." A manifest error could be anything from wrong third-party or liquidity provider data or pricing to a mistyped quotation or misquote supplied by a member of our client management team or a Platform as a result of faulty software or hardware, whether provided over the phone or through another electronic channel. We may evaluate all information in our control, including without limitation information regarding all pertinent market conditions and any inaccuracy in, or lack of clarity in, any information source or announcement, when deciding whether a circumstance qualifies as a Manifest Error.
    2. We will treat you fairly when determining whether a situation qualifies as a Manifest Error, but we will not consider whether you entered into or refrained from entering into a corresponding financial commitment, contract, or Transaction in reliance on an Order placed with us (or whether you have suffered or may continue to suffer any loss of profit, consequential loss, or indirect loss).
    3. Without giving you previous warning, we retain the right to:
      • amend the terms of relevant Transactions to reflect a Price that is on or near current market prices, which will be determined by us in our sole and absolute discretion, acting in good faith, to be the correct or fair terms of such Transaction absent such Manifest Errors;
      • if we determine, in our sole discretion and acting in good faith, that such revision would not be in your best interest, any Transaction resulting from or arising from a Manifest Error shall be void from the beginning;
      • avoid making any changes to the details of the Transaction; or
      • void such a Transaction.
    4. To the extent practicable we will give you prior notice of any action we take under this Clause but if this is not practicable we will give you notice as soon as practicable afterwards.
    5. We shall not be liable to you for any Losses resulting from a Manifest Error or any action which we take or refrain from taking in relation to a Transaction notwithstanding any Manifest Error, except to the extent caused by our own fraud, wilful default or gross negligence.
  29. MARKET ABUSE AND ABUSIVE TRADING STRATEGIES
    1. Trading activities carried out by you that aim to profit from glitches, lags, internet-related problems, connectivity delays, or any other situation or Platform malfunction where the liquidity or pricing displayed on the Platform does not accurately reflect current market rates are referred to as Abusive Trading Strategies. The term also includes the act of placing an order, taking a position, or engaging in any other behavior that sends an incorrect or misleading signal about the supply, demand, or price of a financial instrument or that negatively impacts our relationship with our liquidity provider.
    2. At the time you agree to the Client Agreement, every time you enter into a Transaction, or whenever you give us any other direction, you represent and warrant to us that:
      • you will not utilize abusive trading strategies on the Platform. Given the seriousness of Abusive Trading Strategies, you agree that we may, in our sole and absolute discretion, revoke Transactions resulting from Abusive Trading Strategies without giving you prior notice or causing you to violate your Margin Requirements, regardless of whether such revocation would cause Losses in your Account; and
      • you will not engage in any transaction in violation of any law or regulation prohibiting insider trading, market manipulation, or any other form of market abuse or market misconduct (including, with limitation, short selling);
      • you will comply with Applicable Law.
    3. In the event that we suspect that you have used an Abusive Trading Strategy or placed and Order that qualifies as market abuse, we reserve the right to take all necessary actions, including correcting errors or adjusting your Account, without giving you prior notice. We may also claim any money you owe us under a Position, treat all of your open Positions as void from their inception, withhold or set-off against any funds which we suspect to have been derived from such activities, close out your open Positions, adjust the Equity in your Account, suspend or terminate your Account, terminate the Client Agreement or take such other action as we consider appropriate. For instance, any Transaction entered into through the Platform that depends on price latency, insider trading or an arbitrage opportunity may be changed, adjusted, corrected, rejected, terminated, or voided at any time, for any reason, and without giving you any notice, in our sole and absolute discretion.
    4. Additionally, you acknowledge and agree that in such cases, we will not process withdrawal requests from you or remit payments to you until the necessary modifications have been completed to our satisfaction. We may evaluate all information in our control, including, without limitation, information regarding relevant market conditions and flaws in the Platform, when deciding whether a circumstance qualifies as an Abusive Trading Strategy or market abuse.
    5. We will not be responsible to you for any loss, cost, claim, demand, or expense you may incur as a result of any action we take in relation to dealing with your Abusive Trading Strategies or any action we take or refrain from taking in relation to Transactions resulting from market abuse or your Abusive Trading Strategies, including any loss of profits or indirect or consequential losses.
    6. We may (and in some circumstances must) provide any relevant regulatory authority with information about any Transaction or instruction that would be considered to be market abuse. You agree that you will comply with any disclosure requirements that may apply to you.
  30. REMOVAL OF PRODUCTS
    1. We reserve the right to withdraw any products from our Platform at any time and at our sole discretion, as well as your ability to execute Orders. We shall make a reasonable effort to give you at least ten (10) Business Days' notice before removing any relevant Products in which you have a Transaction so that you can close any Open Positions. We reserve the right, however, to give a shorter or no notice at all.
    2. You are responsible for canceling any Pending Orders and closing any Open Positions in relation to a Product that is being removed at the time and according to the procedures detailed in the notice. If you do not do this in the time specified, we will do so.
    3. We reserve the right to set any withdrawn Product to Reduce Only.

SECTION C – CATEGORY 5 SERVICES

  1. ACTIVITIES UNDER CATEGORY 5
    1. We provide the financial services as intermediary where we provide services of promotion, introduction, consultancy and analysis of financial products which may be provided by various entities. Each such entity is regulated under the laws of its place of incorporation as a regulated broker and/or custodian (“Provider”).
    2. We will introduce and arrange for opening your Account with the Provider to enable you to trade in various securities and commodities which are listed on the platform of the Provider.
    3. When applying for an account with any Provider, your application will be governed by the Provider’s terms and conditions which, among other things, may be subject to furnishing of necessary KYC documents.
    4. You will be deemed to have read and understood the applicable terms and conditions and any related policies of the Provider.
    5. Each Provider may accept or reject your application for the Provider’s services in its sole discretion.
  2. YOUR ACKNOWLEDGMENTS AND OUR DISCLAIMERS
    1. You understand and acknowledge that
      • the introduction does not create an agency or partnership between us and the Providers;
      • upon opening of the account, the terms and conditions set out in the agreement with the Provider will govern your relationship with the Provider;
      • any data or analysis provided by us or our Affiliates, employees or authorized representatives is for informational purposes only. It is not intended as and should not be construed as financial, investment, tax, legal, regulatory, or other advice;
      • we have not undertaken any due diligence on the products and services offered by Providers and will not undertake any such due diligence on your behalf;
      • we are solely introducing you to the Provider and once the introduction has been made, neither is nor its representatives will have any further involvement in any transaction you may undertake with the Provider;
      • any Introduction made by us is being made solely to you and not any other person or legal entity related to you;
      • Margin trading generally carries a high level of risk, which could result in losses and is not suitable for everyone. You should ensure you fully understand these risks before opening an account with the Provider; and
      • no consent is required from you and no information is required to be disclosed to you in respect of any services, transactions or relationships that we may enter into with any of the Providers or related party thereof.
  3. APPLICATION OF DISCLAIMER
    1. You hereby agree that you understand this disclaimer. It shall remain valid and in force unless expressly provided otherwise.
    2. It is important that you take sufficient time to read the Client Agreement and any terms and conditions of the Provider carefully prior to opening an account with the Provider. We intend to rely on these terms and you should read them carefully before signing. You are recommended to take an independent legal advice before signing them.
  4. CLIENT MONEY AND INVESTMENTS
    1. You will transfer funds directly to the Provider and held by the Provider in accordance with the Applicable Law and regulations in the jurisdiction in which it operates.
    2. You acknowledge and understand that we do not accept or hold money or other assets belonging to you when we provide Category 5 Services. Any trades or investments made by you will be directly with the Provider and governed by the terms and conditions of your agreement with the Provider.
  5. PUBLICATIONS AND MARKETING INFORMATION
    1. Any assessment, data-fact, report, analysis, opinion, forecast or information (collectively referred to as “Information”) released by us, a branch, subsidiary, or an Affiliate or any director, authorized representative, officer, or an employee in the form or through our Website, or third party websites, or in any of its newsletters, marketing materials, social media, individual and company e-mails, print and digital media, WhatsApp, SMS or other messaging services, letters, and presentations, individual conversations, lectures (includes seminars/webinars) or in any other form of verbal or written communication (collectively referred to as “Publications”) is provided only for marketing, educational and/or informational purposes. It is not and shall never be construed as a recommendation to hold, purchase or dispose any investments.
    2. You acknowledge that in making an investment decision, you are not relying on any information we may have in our possession, or which may have been already provided or made available to you. You acknowledge that we have no obligation to verify any information you may receive, make no representation as to its accuracy or completeness, and will not have any liability, duty, or responsibility to you in respect of any such information. Anyone proposing to rely on or use the information contained in the Publication should independently verify and check the accuracy, completeness, reliability and suitability of the information and should obtain independent and specific advice from appropriate professionals or experts regarding information contained in the Publication.
  6. PUBLICATIONS NOT TO BE CONSTRUED AS OFFER
    1. No Publication should be interpreted as an offer or solicitation of an offer to: (a) make any investment; (b) buy and sell any product or financial instrument or investment product; and (c) participate in any particular trading strategy which shall be collectively referred to as the “Offer”.
    2. Notwithstanding anything to the contrary and in spite of anything expressly stated, no Publication should be read as an Offer in any jurisdiction where such Offer would be deemed illegal. Century will not honor any such perceived Offer. Without limiting the generality of the abovementioned, no Offer of any kind shall be a binding obligation on us. Conversations over any other means, such as Botim, WhatsApp, SMS, chat messengers, webchats, etc., shall not create any binding obligation upon Century. The same is only for ease of communication and assisting in the smooth operation of the business on day to day basis.
  7. DISTRIBUTION OF PUBLICATIONS
    1. The distribution of Publications produced by us in certain jurisdictions may be restricted by law, and any persons who possess such documents, should inform themselves about and observe any such restrictions.
  8. PUBLICATIONS ARE NOT TO BE CONSTRUED AS “INVESTMENT ADVICE” OR “RECOMMENDATIONS”
    1. In no Publications do we consider any particular recipient’s or group of recipients’ investment objectives, particular investment goals, financial situation, and specific needs and demands. Therefore, all our Publications are intended for marketing, educational and/or informational purposes only and should not be construed as (a) business, investment, financial, hedging, accounting, legal, regulatory or tax advice, (b) a trading idea, advice or recommendation, or (c) any other type of encouragement to act, invest or divest in a particular manner (collectively referred to as the “Recommendations”).
    2. Where there are statements contained in any of the Publication which are not historical facts, such statements could be data obtained as a result of past simulated performance or future performance based on current expectations, estimates, projections, opinions, and beliefs of members of Century. Such statements involve known and unknown risks, uncertainties, and other factors, and undue reliance should not be placed thereon. Additionally, Publications may contain “forward-looking statements.” Actual events, results, or actual performance may differ materially from those reflected or contemplated in such forward-looking statements. None of the opinions that may be inferred from the contents of our Publication is intended to be relied upon as advice or as Recommendation of any action.
    3. Our Services include analyzing products traded in the financial markets; such trades can result in losses that exceed deposits. We will be under no obligation for any Loss resulting from any investment based on Publications. We do not guarantee any returns on investments, and no analysis, Publication, or report of Century can be considered a Recommendation of any sort.
  9. EXCLUSION OF REPRESENTATIONS AND WARRANTIES CONCERNING PUBLICATIONS
    1. We employ reasonable efforts to obtain Information from reliable sources. Still, all our Publications are provided on an "as is" basis without representation or warranty of any kind (neither express nor implied). We refute liability for any Publication not being accurate, complete, relevant, and suitable for the recipient. Specifically, we disclaim liability towards any Client, subscriber, supplier, partner, counterparty, and other recipients for (a) the correctness of any market Information, figures, pricing, quotations, etc., (b) any postponement, error, inaccuracy, omission or disruption in providing market Information, (c) and any cessation of market Information.
    2. After the release, our Publications may not be updated and may, due to varying circumstances, become irrelevant, inaccurate, and conceivably misleading after a period of time, which may vary from seconds and minutes to days, weeks, and months depending on the Information. We provide no guarantee against and undertake no liability towards any recipient for a Publication being outdated. If a Publication becomes obsolete, we shall be under no obligation to (a) update the Publication, (b) inform the recipients of a Publication, or (c) perform any other action.
    3. Publication may be personal to the author and may not indicate the opinion of Century. Staff members/employees of Century may provide/present oral or written market commentary or analysis to you that reflect opinions contrary to the opinions expressed in the Publication and may contain insights and reports inconsistent with the views expressed in the Publication. We reserve the right to make modifications and alterations to Publications as may be required from time to time. However, we are under no obligation to update or keep the information current. Neither we nor any of our Affiliates, group companies, directors, employees, agents, or representatives shall be liable for any damages, whether direct, indirect, special, or consequential, including lost revenue or lost profits that may arise from or in connection with the use of the Publication.

SECTION D - GLOSSARY

  1. DEFINITIONS

    Unless otherwise stated, words and expressions that begin with a capital letter in the Client Agreement have the meaning set out below:

    Abusive Trading Strategies has the meaning assigned to it in [Section B Clause 29].

    Account refers to any account you maintain with us for the purposes of trading under these Terms, in which your money or other collateral are maintained, and in which realized profits and/or losses are credited and/or debited.

    Account Currency refers to the currency in which an Account is denominated and in which all Deductions and credits will be made.

    Account Statement means a periodic statement of trading activities, fees, charges, Commissions and other applicable charges credited or debited to your Account at a specific point in time.

    Account Value means the sum of your cash and any net Unrealised Profit or Loss (as applicable), where the net Unrealised Profit or Loss is displayed on our Platform and updated in real time.

    Adjustment Event In respect of a Product, where the underlying asset is an index, any change to the index including but not limited to the announcement of a successor index.

    Affiliate means, in relation to a person, an entity controlled, directly or indirectly, by the person, an entity that controls, directly or indirectly, the person or an entity directly or indirectly under common control with the person. For the purpose of this definition “control” of an entity or person means ownership of more than 50% of the entity or person, or the ability to control the decisions made by the entity or person.

    Applicable Law means any laws, statutes, orders, rules, decisions, provisions, directives, regulations, requirements, conditions, standards, sanctions, guidelines and industry codes having legal effect in any jurisdiction, provided that such laws, statutes, orders, rules, decisions, provisions, directives, regulations, requirements, conditions, standards, sanctions, guidelines or industry codes are existing and in force from time to time and (where relevant in the context) are directly or indirectly applicable to us, you, the Client Agreement, our Website, and/or our Platform.

    Application Form has the meaning assigned to it in Section A Clause 1.1

    Authorised Person means any one or more persons appointed by you to act and/or give instructions on your behalf in respect of the Client Agreement pursuant to a Power of Attorney

    Available Equity means the amount equal to your current Account Value after accounting for any Margin Requirements.

    Business Day means any day (other than a Saturday or Sunday) on which banks are open for business in United Arab Emirates.

    Category 1 Services means the execution only trading services we provide pursuant to the Client Agreement.

    Category 5 Services means the [promotion, introduction, financial consultancy] services that we provide pursuant to the Client Agreement.

    Century Financial Group means Century Financial, any undertaking that is a direct or indirect shareholder or controller in Century Financial and any subsidiary undertaking of the same.

    CFD means a contract for difference, including any cash settled contract the purpose or pretended purpose of which is to secure a profit or avoid a loss by reference to fluctuations in: (i) the value or price of property of any description; or (ii) an index or other factor designated for that purpose in the contract.

    Close-Out Level means in relation to any Account, the applicable level at which we may close the whole or a portion of your Transactions as necessary.

    Commission means an amount charged when opening and closing a Transaction or Position, as specified in the Product Library and which we may amend from time to time.

    Conflicts of Interest Policy means our procedures for identifying and managing conflicts of interest as set out on our Website and Platform from time to time.

    Complaints Policy means our complaints policy which sets out our process and procedure for handling complaints as made available on our Website.

    Corporate Action means any action or event, whether temporary or otherwise, in relation to an underlying asset of a Product, or in relation to the issuer of an underlying asset, which would have an effect on the value, legal characteristics or ability to trade the underlying asset or a financial derivative based on or referencing such underlying asset.

    Counterparty has the meaning given to it in the SCA Rulebook.

    Currency Conversion Rate means the relevant currency exchange rate at the relevant time, at which we will convert values in a Product Currency into the Account Currency.

    Event of Default has meaning assigned to it in [Section B Clause 18].

    Fee Schedule means: (i) the document titled “Fee Schedule” containing information on our fees, Commissions and charges that is applicable to all Accounts; and (ii) information relating to fees and charges set out in our Product Library, in each case as updated from time to time.

    Force Majeure Event means any event which is beyond the reasonable control of a party and which renders the performance of all or part of the obligations of such party to be virtually impossible or economically impracticable, including without limitation: acts of civil or military authorities, strikes or other labour disputes, insurrections, turmoil, wars and the like, floods, fires, droughts and other acts of God, any excessive movement, volatility, or a loss of liquidity in any relevant market or financial Instrument or when we have reasonable grounds to anticipate that any of the aforementioned events are about to take place, acts and regulations of any governmental or supra national bodies or authorities (which in our reasonable opinion prevents an orderly market in relation to Orders or Transactions), as well as any event relating to power, reception or routing via internet, configuration of equipment or reliability of connections, breakdown or failure of any transmission or communication system or equipment or computer facility or trading software, including any settlement or clearing system.

    Holding Cost means the Amount charged or paid for holding a Position open at the end of each trading day, calculated in accordance with the information provided on our Platform.

    Insolvency Event means: (i) the appointment of a receiver, administrator, manager, administrative receiver or similar officer in relation to you; (ii) if any encumbrancer takes possession of or sells, all or any part of your assets or business; (iii) you are deemed unable to pay your debts as they become due; (iv) an application is made for an interim order, or a proposal is made for you to enter into a voluntary arrangement, or you enter into a deed of arrangement, or a bankruptcy petition is presented to the Court in respect of you; (v) if you are a body corporate, a resolution is passed or an order is made for your winding up, dissolution or administration; or (vi) if you become bankrupt or insolvent or any event that is analogous to those set out in items (i), (ii), (iii), (iv) or (v) of this definition applies to you. If you are a partnership or have a Joint Account, the occurrence of any of the events listed in items (i) to (vi) above in relation to any one partner or Joint Account Holder shall constitute an Insolvency Event.

    Intellectual Property Rights means any and all: (i) intellectual property rights, including copyright and related rights, patents, utility models, trademarks, service marks, trade names, domain names, moral rights, trade secrets, rights to inventions, logos, rights in get-up, goodwill and the right to sue for passing off and unfair competition, rights in computer software (including to the source code and object code), inventions, semi-conductor topography rights, database rights, rights in databases, rights in designs, design rights, know-how and confidential information whether in software or otherwise and whether registered or unregistered; (ii) applications for registration, and the right to apply for registration, renewal or extension of any of these rights, the rights to claim priority from any such rights; and (iii) any and all other intellectual property and proprietary rights and equivalent forms of protection or of similar effect existing, now or in the future, anywhere in the world.

    Joint Account means an Account held in the name of two or more persons.

    Joint Account Holder means any one or all persons (as applicable) in whose name a Joint Account is held.

    Loss or Losses means any and all losses, damages, costs, fees (including, but not limited to, lawyers’ fees), charges, expenses, disbursements, taxes, duties or levies, obligations, penalties, claims, demands, actions, proceedings, judgments, suits of whatsoever nature and regardless of how they arise.

    Market means a regulated market accepted by us, such as an exchange, clearing house, central clearing counterparty, multilateral trading facility or an organised trading facility.

    Manifest Error has the meaning assigned to it in Section B Clause [ ].

    Manual Product means a Product in respect of which we will only accept Orders or allow you to enter into Transactions through our client management team.

    Margin means the amount of money you are required to deposit a or hold in your Account in order to place an Order for a Transaction or maintain an Open Position;

    Margin Call Warning means a demand for such sums by way of Margin (whether by telephone, by email or in any other form) as we may, in our sole and absolute discretion, require for the purpose of protecting ourselves against loss or risk of loss on present, future or contemplated transactions under these Terms

    Margin Rate means with respect to any Product, the percentage rate applicable to each tier of a Transaction, as specified in the Product Library from time to time.

    Margin Requirement means the amount of Margin that you are required to deposit and/or hold with us as consideration for entering into a Transaction and/or maintaining an Open Position.

    Open Position means a Transaction which has not been liquidated or closed in whole or in part under these Terms.

    Order means an offer submitted by you or on your behalf through our Platform, including through our client management team, to enter into a Transaction or to close a Transaction. Unless specified or the context suggests otherwise, all references to Orders include Orders for Manual Products and Pending Orders.

    Order Execution Policy means our order execution policy summary which details how we execute Orders which is made available on our Website.

    Ordinary Investor has the meaning given to it in the SCA Rulebook.

    Pending Order means an Order with a specific Price identified, which has not yet been executed.

    Platform means our electronic trading platform, which can be downloaded and/or accessed using specific electronic methods as advised to you by (such as our Website) or by downloading our application for an electronic device (such as a computer, tablet, mobile phone).

    Power of Attorney means the power of attorney pursuant to which you appoint an Authorised Person to act and/or give instructions on your behalf in connection with your Account.

    Position means an exposure to an underlying instrument in relation to a Product that you have traded. A position may be opened or closed out, whether by you or by us, by either buying or selling a Product on the Platform, in accordance with the Client Agreement.

    Price means the buy price or sell price of a Product, which is generated by our Platform and/or provided by our client management team (and may be indicated as “Price”, or other similar variations) from time to time.

    Principal means a person which is a party to a Transaction.

    Privacy Policy means our privacy and security policy as detailed on our Website and on our Platform from time to time.

    Product means an instrument permitted by SCA from time to time in accordance with our SCA license, which may include [spot bullion and currencies and CFDs where the underlying instruments are commodities, indices, currencies, equities and base metals, precious metals, crypto or other assets as we may offer from time to time]; in relation to which you enter into Transactions. Details of all Products on which we may accept Orders are listed in the Product Library.

    Product Currency means the currency that a particular Product, which is usually denominated in the currency of the Underlying Market/exchange or as otherwise stipulated in our Platform or the Product Library, is denominated.

    Product Library or Specifications mean the section of our Platform that contains the list of Products and key information in relation to each Product.

    Professional Investor has the meaning given to it in the SCA Rulebook.

    Reduce Only means a setting on your Account which only permits buy or sell orders which reduce a current Open Position.

    Referral Agent has the meaning set out in Clause Section B Clause 23.

    Risk Warning Notice means the notice that we are required to provide to you under Applicable Law in respect of any Transaction on any Product, which is made available on our Website.

    SCA Rulebook means The Chairman of the Authority’s Board of Directors’ Decision No. (13/Chairman) of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanism, as updated, amended and/or replaced from time to time.

    Secure Website means, as applicable, a password protected section of our Website or the Platform, through which you can access your Account.

    Third Party Fees has the meaning set out in Section B [Clause 34].

    Transaction means a contract or a transaction in a Product, including a CFD, between you and us which has been accepted and executed by us through our Platform in accordance with the Client Agreement.

    Underlying Market means the Market for a specific financial instrument on which our Products are priced.

    Unrealised Profit or Loss refers to the amount calculated in accordance with information available on the Platform. Platform will display the unrealized profit or loss based on the current relevant buy or sell price.

    Website means the website of Century Financial Consultancy LLC as available on www.century.ae

  2. INTERPRETATION
    1. Any reference in the Client Agreement to a particular provision of Applicable Law is deemed to include a reference to that provision as amended from time to time, and any equivalent, similar or analogous provision under Applicable Law.
    2. Any reference to a document (including information provided on our Website and/or our Platform) in the Client Agreement is deemed to be a reference to that document as modified from time to time.
    3. Any reference to 'including' or 'includes' in the Client Agreement is deemed to be a reference to 'including but not limited to'.
    4. Unless otherwise stated, references in these Terms to clauses, paragraphs or schedules are to clauses, paragraphs and schedules in these Terms.
    5. Any heading in the Client Agreement will not affect the interpretation of the Client Agreement.
    6. Any reference to a person in these Terms shall include bodies corporate, unincorporated associations, trusts, partnerships and individuals.
    7. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.