This IB Customer Agreement (“Agreement”) sets forth the terms and conditions pursuant to which Currensee LTD (“IB”) will provide introducing broker services to the undersigned (“Customer”) with respect to Customer’s trading of over-the-counter spot contracts (including rolling spot), forward contracts or option contracts in foreign currencies (“Forex”) with one or more forex brokers, as set forth below. The parties have entered into this Agreement in consideration of the mutual agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which each party acknowledges.
1. Effectiveness. This Agreement becomes effective only upon execution of the Agreement for Trade Leader Investment Program Initial Release.
2. IB Services. IB will introduce Customer to one or more forex brokers with which Customer may decide to open a Forex trading account. IB shall be Customer’s introducing broker with respect to each forex broker with which Customer opens a Forex trading account as a result of IB’s introduction (“Forex Broker”), whether the introduction is via Customer’s use of a hyperlink from the Currensee LTD website [www.currensee.com] or by other means. As part of the “Base Services” offered by IB, in addition to providing introductions to forex brokers, IB may assist Customer in discussions with its Forex Broker to help Customer resolve any issues or questions that Customer may have with respect to Customer’s trading account or services that the Forex Broker performs for Customer, it being expressly understood, however, that IB will not and has no obligation to pursue on Customer’s behalf or assist Customer in pursing any legal claim or action that Customer may believe it has against a Forex Broker or any other party.
4. IB Fees and Compensation. Customer agrees and acknowledges that, as compensation for the Base Services, IB will receive a fee from each Forex Broker for each Forex transaction that Customer executes with the Forex Broker, which the Forex Broker will pay out of the spread it receives. IB does not charge, and the Forex Broker is not authorized to charge or collect on IB’s behalf, any separate transaction based fee or commission or other fee, except as may be provided in any agreement between Customer and IB for Specialized Service. IB will be entitled to receive fees and compensation for any Specialized Service that Customer may use in accordance with the agreement for such Specialized Service.
5. Customer Responsibility for Decisions. Customer agrees and acknowledges that IB makes no representations or warranties concerning, and does not, by implication or otherwise, endorse or approve the services or operating methods of, any forex broker. Customer further agrees and acknowledges that IB may recommend different forex brokers to different customers, based on a customer’s trading style, interest in particular services or a particular trading platform, or other factors. Customer is solely responsible for making any decision to open a trading account with any forex broker or terminating any relationship with a forex broker, regardless whether Customer relies on the advice of the IB in making any such decision. IB has no discretionary authority, power or control over any decisions made by or on behalf of Customer with respect to trading of Forex or the forex broker to use. Customer further agrees that IB is not responsible for any trading losses that Customer may incur or any other losses that Customer may incur due to the actions of any Forex Broker or any other third party.
6. Relationship to Forex Broker. IB is not a party to any agreement between Customer and the Forex Broker or to any other account opening documents that the Forex Broker may require of Customer to open a forex trading account, which are solely between Customer and the Forex Broker. IB is not responsible for performing or ensuring any Forex Broker’s performance of any services for or with respect to Customer’s Forex trading account with such Forex Broker. Without limiting the generality of the foregoing statements, this means that IB will not execute orders in any Forex account of Customer or clear or settle any trades in such account. IB is not a branch office or an agent of the Forex Broker, or any forex broker, and it is not responsible for supervising any conduct of the Forex Broker, or any forex broker, or their officers, employees or agents. No forex broker may make any representation or agreement on behalf of or in the name of IB without IB’s prior consent.
7. Reliance on Customer Instructions; Recordings. IB may rely upon any instructions, notices or communications, whether oral or in writing (via electronic transmission, facsimile or otherwise), that IB reasonably believes are made by Customer or an individual authorized to act on behalf of Customer, and Customer agrees that it is bound by any such instruction, notice or communication. Customer waives any defense that any such instruction, notice or communication was not in writing. Customer agrees that IB, in its discretion, may record any telephone conversation between IB and Customer, and consents to such recordings. Customer further agrees to the use of such recordings and transcripts thereof as evidence, subject to proper authentication, by either party in any dispute or proceeding that may arise involving Customer and IB and in any other proceeding to which the IB is a party or in which its records are subpoenaed. Customer agrees and acknowledges that IB has no obligation to retain or preserve any tapes of such recordings.
8. Customer Risk Disclosure and Acknowledgement. Customer acknowledges that it understands the speculative nature of and high risks associated with Forex trading. Customer acknowledges that it has read and understands the Forex Risk Disclosure Statement attached to this Agreement.
9. Reliance on Customer Information. Customer represents that any information it provides to IB as requested from time to time by IB is complete and accurate, and that IB may rely upon the completeness and accuracy thereof.
11. Customer Representations. Customer represents and warrants that, if Customer is an individual: (a) Customer is of sound mind, legal age and legal competence; and (b) Customer has previously traded Forex and has determined that Forex trading is suitable for Customer. Customer further represents and warrants that it has the authority to sign the Agreement and the terms of this Agreement are binding on and enforceable against Customer, and that Customer is not a U.S. citizen or a resident of or domiciled in the United States or its territories.
12. No Guarantees. Customer acknowledges that neither IB nor any representative of IB makes or has made any guarantee that Customer’s Forex trading will be profitable or free from loss, and that Customer has not entered into this Agreement or opened any Forex trading account in consideration of or in reliance upon any such guarantee or similar representation. Customer is responsible for trading results in Customer’s account and neither IB nor any representative of IB is liable for any losses, costs or expenses that Customer may incur trading Forex.
13. Regulation. Currensee LTD is authorized and regulated by the Financial Services Authority (FSA) with registration number 518648 and registered in England and Wales, Companies House Number 07025997. Currensee LTD’s principal place of business 11 Pilgrim Street, Second Floor, London EC4V 6RN. We are required to conduct our business and dealings with you in accordance with the rules of the FSA (the "FSA Rules").
14. Additional Customer Acknowledgments. Customer agrees and acknowledges that IB and its officers, directors, employees, agents and affiliates may take or hold positions in, or advise other customers concerning, Forex which are the subject of advice from the IB to Customer. The positions and advice of the IB and its officers, directors, employees and affiliates may be inconsistent with or contrary to positions of, and the advice given by, the IB to Customer.
15. Termination. This Agreement will remain in effect until terminated. Either party may terminate this Agreement for any reason by providing thirty (30) days prior written notice of termination to the other party. IB may terminate this Agreement for cause effective immediately upon written notice of termination to Customer in the event of any breach of this Agreement by Customer. The following terms of this Agreement shall survive any termination of this Agreement: Section 4 (to the extent provided therein), Section 13 and Sections 16 through 23 and any other provision hereof applicable under the circumstances.
16. LIMITATION OF LIABILITY. CUSTOMER AGREES THAT IB IS NOT LIABLE TO CUSTOMER FOR ANY LOSSES, DAMAGES OR COSTS (INCLUDING PENALTIES OR FINES) SUSTAINED OR INCURRED BY CUSTOMER, OTHER THAN AS A RESULT OF IB’S WILLFUL MISCONDUCT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IB SHALL NOT BE LIABLE TO CUSTOMER HEREUNDER OR UNDER THE AGREEMENT FOR ANY SPECIALIZED SERVICE IN CONNECTION WITH: (A) THE CONDUCT OR PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS BY ANY FOREX BROKER OR OTHER THIRD PARTY; (B) ANY RECOMMENDATION OR ADVICE MADE OR GIVEN BY IB; (C) IB’S RELIANCE ON ANY INSTRUCTIONS, NOTICES OR COMMUNICATIONS (WHETHER PROVIDED ORALLY OR IN WRITING VIA ELECTRONIC TRANSMISSION, FACSIMILE OR OTHERWISE) THAT IB REASONABLY BELIEVES TO BE GIVEN BY CUSTOMER OR AN INDIVIDUAL AUTHORIZED TO ACT ON BEHALF OF CUSTOMER; (D) ACTIONS TAKEN BY IB OR ITS REPRESENTATIVE TO COMPLY WITH APPLICABLE LAW; (E) ANY UNSCHEDULED CLOSURE OF A FOREX BROKER’S TRADING PLATFORM OR DELAYS IN THE TRANSMISSION OF ORDERS TO A FOREX BROKER DUE TO TEMPORARY DISRUPTIONS, BREAKDOWNS OR FAILURES OF TRANSMISSION OR COMMUNICATION FACILITIES, TRADING PLATFORMS OR OTHER SYSTEMS, IT BEING UNDERSTOOD THAT CUSTOMER’S ABILITY TO RECOVER LOSSES DUE TO DISRUPTION OR FAILURE OF A SYSTEM MAY BE SUBJECT TO LIMITS OF LIABILITY IMPOSED BY THE SYSTEM PROVIDER, FOREX BROKER OR OTHER THIRD PARTY; (F) ANY TRADING LOSSES THAT CUSTOMER MAY INCUR TRADING FOREX; OR (G) ANY ACTS OR OMISSIONS OF INDIVIDUALS WHO ARE NOT EMPLOYED BY IB. IN NO EVENT SHALL IB BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES OR FOR TOTAL DAMAGES HEREUNDER IN EXCESS OF $1,000.
17. Notices. Any notice required or permitted to be given under this Agreement or any Agreement for Specialized Services may be sent to the other party electronically by email or facsimile, or by mail or courier. Any notice sent electronically will be deemed given when transmitted. Any notice sent by mail will be deemed given five (5) days after being placed in the mail, unless otherwise specified herein. Any notice sent by courier will be deemed given upon delivery to the recipient’s address. IB will send notices to Customer to Customer’s address as then currently on file with IB. Customer will send notices to IB to the following address or to such other address as IB may designate to Customer in writing:
11 Pilgrim Street
London EC4V 6RN
20. No Waiver or Amendment. No provision of this Agreement or any agreement between Customer and IB for Specialized Services may be waived or amended except in writing signed by both Customer and an authorized officer of the IB. No waiver or amendment of this Agreement may be implied from any course of dealing between the parties or any failure by the IB or its representatives to assert its rights (including the right to terminate this Agreement for cause) under this Agreement on any occasion or series of occasions.
21. Rights and Remedies Cumulative. All rights and remedies arising under this Agreement and any agreement between Customer and IB for Specialized Services are cumulative and not exclusive of any rights or remedies which may be available at law or otherwise.
22. Governing Law; Jurisdiction; Disputes.
c. Any claim or action by Customer against IB must be filed by Customer within two years of the act or omission giving rise to the alleged claim or action. Customer agrees to reimburse the IB if the IB is the prevailing party in any dispute with Customer.
23. Headings; Construction. The section headings in this Agreement and any agreement between Customer and IB for Specialized Services are for convenience of reference only and shall not be deemed to interpret or modify the provisions of this Agreement. Terms used in the singular include the plural and vice versa and references to the masculine, feminine or neuter gender includes each other gender, unless the context expresses a clear contrary intention. Use of the term “including” is by way of example and not limitation.
FOREX RISK DISCLOSURE
ATTACHMENT TO CURRENSEE LTD IB CUSTOMER AGREEMENT
Risk Warning Statement – Over the Counter Foreign Currency
This notice is provided to you in compliance with requirements laid down by the Financial Services Authority (FSA) because of the high-risk nature of over the counter currency market (“OTC foreign currency). We cannot disclose all of the risks to you and you should ensure that Forex products are suitable for your investment needs.
It is possible that you can lose all of the money you deposit, and in some circumstances you may even be required to deposit additional sums to cover your losses. By undertaking these types of high risk trades you acknowledge that you are trading with your available risk capital and any losses you may incur will not adversely affect your lifestyle.
This Risk Disclosure Statement describes some, but not all, of the risks of trading in the over the counter foreign currency market (“OTC foreign currency”). Trading in the OTC foreign currency market on a cash, spot or forward basis is not suitable for many members of the public. You should carefully consider whether trading is appropriate for you in light of your experience, objectives, financial resources and other relevant circumstances.
Trading is Speculative and Involves a High Degree of Risk. Trading in leveraged OTC foreign currency contracts is speculative and involves a high degree of risk. In particular, because of the low margin required for foreign currency trading, price changes in OTC foreign currency contracts may result in significant losses, which losses may substantially exceed the funds or other assets deposited as margin. Therefore, foreign currency contracts are appropriate only for persons that (a) understand and are willing to assume the economic, legal and other risks involved in such transactions, and (b) are financially able to withstand losses significantly in excess of their initial margin funds and any additional funds deposited to maintain their positions.
Currency Risks. Foreign currencies represent the legal tender of one or more foreign nations and normally are not linked to any intrinsically valuable commodity (such as precious metals). Any transaction involving foreign currencies, including OTC foreign currency contracts, involves risks not common to investments denominated entirely in a person’s domestic currency. Such enhanced risks include the risks of political or economic policy changes in a foreign nation, which may substantially and permanently alter the conditions, terms, marketability or price of a foreign currency. The profit or loss in transactions in foreign currency-denominated contracts (whether they are traded in a customer’s own or another jurisdiction) will also be affected by fluctuations in currency rates where there is a need to convert from the currency denomination of the contract to another currency.
Foreign Currency Dealer as Principal. A foreign currency dealer acts as the counterparty to all foreign currency contracts executed through the dealer’s system. A foreign currency dealer is not required to continue to make markets in foreign currency and may refuse to accept any order for any or no reason, including but not limited to the failure of a customer to have sufficient funds on deposit with foreign currency dealer to margin the position, market volatility, and illiquidity in the related interbank foreign currency market. In particular, during periods of market volatility, it may be difficult or impossible to liquidate an existing position, to assess the value of open positions, to determine a fair price or to assess the exposure to risk. For these reasons, transactions in foreign currency involve increased risks.
Risk Reducing Orders or Strategies. The placing of certain orders (e.g., ‘stop-loss’ or ‘stop-limit’ orders) that are intended to limit losses to certain amounts may not always be effective because market conditions or technological limitations may make it impossible to execute such orders. Strategies using combinations of positions, such as ‘spread’ and ‘straddle’ positions, may be as risky or even riskier than simple ‘long’ or ‘short’ positions.
Prices May Be Different From Prices Reported Elsewhere. The prices posted by a foreign currency dealer may not necessarily reflect the broader market for foreign currencies. Additionally, a foreign currency dealer will select closing prices to be used in determining margin requirements and in periodically marking to market the positions in customer accounts. Prices a foreign currency dealer uses may vary from those available to banks and other participants in the interbank market. Consequently, a foreign currency dealer may exercise considerable discretion in setting margin requirements and collecting margin funds.
Electronic Trading. Customers that trade on an electronic trading system are exposed to risks associated with the system including the failure of hardware and software and system downtime, with respect to the trading platform, the individual customer’s system(s), and the communications infrastructure (including, without limitation, the Internet), connecting the trading platform with customers. As a result of any system failure or other interruption, orders either may not be executed according to the customer’s instructions or may not be executed at all, or a customer may not be able to place or change orders. Foreign currency dealers generally disclaim any liability for any such failure of hardware or software, system downtime or communications interruption. Further, does not warrant that it (or any customer) will be able to maintain a continuous and uninterrupted link with the Internet and shall have no liability for any such failure.
Deposited Cash and Other Property; Risk of Default. The transactions you enter into with a foreign currency dealer are not traded on an exchange. These funds may not receive the same protections as funds used to margin or guarantee exchange-traded futures and options contracts, which receive a priority in bankruptcy. Since that same priority has not been given to funds used for off-exchange forex trading, if a foreign currency dealer becomes insolvent and you have a claim for amounts deposited or profits earned on transactions with the foreign currency dealer, your claim may not receive a priority. Without a priority, you are a general creditor and your claim will be paid, along with the claims of other general creditors, from any monies still available after priority claims are paid. Even customer funds that a foreign currency dealer keeps separate from its own operating funds may not be safe from the claims of other general and priority creditors.
Market Opinions. Any opinions expressed on the Currensee website as to the future direction of prices of specific currencies are purely opinions, do not necessarily represent the opinion of Currensee, and are not guaranteed in any way. In no event will Currensee have any liability for any losses incurred in connection with any decision made, action or inaction taken by any party in reliance upon the information provided verbally or through the Internet, or any delays, inaccuracies, errors in, or omissions of information.