Terms of Business
The contractual relationship between HEDGECENT and the client is governed by the Terms of
Business (including but not limited to the consequences of events of default). The Terms of
Business outline the conditions under which transactions will occur and HEDGECENT’ and the
client’s responsibilities when using and trading on the Trading Platforms. However, accepting the
Terms of Business does not obligate you to conduct any further business or constitute a trade in and
of itself. You always get to decide this. Therefore, before running a business with us, you must first
indicate via the website that you agree to business conditions. The terms of business of
HEDGECENT are available on our website and are incorporated herein by reference.
Customers of HEDGECENT, both retail and wholesale, are subject to these terms of business, as
well as any schedules and accompanying papers, as updated from time to time. These Terms of
Business outline the parameters of the agreement between you and us. When we receive your
completed signing page to these Terms of Business, they become enforceable and are deemed to
have been accepted. We shall constantly deal with you in an execution-only manner. Please be
aware that we won’t give you any advice about whether or not you should enter into these Terms of
Business or any Transaction. We won’t offer you any tax advice regarding it. Before agreeing to
these Business Terms of Service or any Transaction, you may want to get independent advice.
Customers are urged to sign the accompanying signature sheet of these Terms of Business to
indicate their agreement to these terms and conditions.
Basic Information
We shall represent you as the primary in all our interactions with you, not as an agent. Therefore,
we shall act as the counterparty in all of your transactions. You will also deal with us as a principal,
not as an agent or representative of another person unless we agree differently in writing. Whether
or not you tell us who the principal is on whose behalf you act, we won’t accept that person as a
customer unless we agree that they can act on your behalf. After then, we’ll be able to depend on
any instructions the agent gives us regarding your Account. But occasionally, we might need proof
that the agent is authorized to act in your place.
Language Used in Conversation
You are free to speak English with us. English versions of all HEDGECENT standard publications
will be accessible. If a document is translated, it will only be done for informational purposes; the
English version will take precedence.
Commencement
Any prior understanding we may have had regarding the same subject matter is superseded by these
Terms of Business, which come into force when you either indicate your acceptance of them online
or return a hard copy that has been signed and dated. You can show that you have read, understood,
and agree to be bound by these Terms of Business with us by filling out and signing the signature
form.
Responsibilities and obligations
We don’t take on any additional obligations or fiduciary duties beyond the applicable regulations or
business conditions expressly required.
These Business Terms and the Schedules
The Terms of Business are the terms found in these Terms of Business, and their Schedules were
taken collectively. In addition, we may occasionally provide you with different schedules about a
particular Market or class of Investments, which will also be included in the Terms of Business.
Payments and Charges
You will pay our fees as occasionally agreed upon, or we may deduct such fees from any funds that
we hold on your behalf. The Product Disclosure Statement includes a description of the fees.
Currency insurance: You must indemnify us and hold us harmless from and against any costs
(including conversion costs) and losses incurred by us as a result of receiving any amount related to
an obligation of yours in a currency other than the one in which it was due. That applies whether we
accept or recover any amount according to a judgment of any court or otherwise. HEDGECENT is
authorized to convert funds in your Account for Margin into and out of such foreign currency at a
rate of exchange determined by HEDGECENT based on the then-current money market rates if you
instruct HEDGECENT to enter into any Currency Transaction. Any profit or loss arising as a result
of a fluctuation in the exchange rate affecting such Currency will be entirely for your Account and
risk. HEDGECENT shall not be responsible for any losses you incur as a result of such action in
such cases (although, HEDGECENT will use reasonable endeavors only to convert such funds as
may prudently be required to cover the position in respect of the relevant transaction). Net of
payments and deliveries: All fees and deliveries between us must be made on a net basis unless we
expressly state otherwise. We are not required to provide goods to you or pay you until we have
received the necessary paperwork or cleared funds from you. Compensation and sharing of fees: In
connection with Transactions executed on your behalf, we may earn compensation from or share
fees with an Affiliate or other third party.
Taxes
No matter how the law or practice has changed or if they haven’t, you are still in charge of any
domestic or foreign taxes that may result from a transaction. We won’t be responsible for any of
your tax liabilities, for giving you information or advice regarding those liabilities, or for alerting
you to changes in tax law or practice. Suppose we are required to pay any taxes on your behalf due
to or in connection with Transactions you have completed with us. In that case, you are responsible
for promptly and fully reimbursing us for any taxes we have already paid—our Interaction with
You Material concerns. Your attention is directed to the possibility that we, an Affiliate, or another
person associated with us may have a material interest, relationship, or agreement when dealing
with you or on your behalf. Without restricting the type of such interests, such instances include
potential locations for us or an Affiliate to be: (a) Trading in the investment, a connected
investment, or the underlying asset for our (or its) own Account or the Account of another party.
That could involve: (a) dealing with or using the services of an intermediary broker or other agents
who may be an Affiliate; (b) selling to you or buying from you as well as dealing with or using the
services of an intermediary broker or other agents who may be an Affiliate; (c) matching (e.g.,
through a cross) your Transaction with that of another customer by acting on both of your and his
behalf; (d) buying from you and selling to another customer right away, or vice versa; (e 10.2 You
acknowledge that we and our Affiliates may have obligations that are inconsistent with your
interests and those that would otherwise be owed to you, and you permit us to act in any way we
deem necessary in such circumstances, subject to the applicable regulations. 10.3 There is no
obligation to report or Account: We will abide by applicable regulations that are obligatory on us,
but we are no longer obligated to disclose to you any interests we may have, including any profit,
benefit, commission, or other compensation made or received as a result of any transaction or
matching transaction. 10.4 Informational Obstacles We have policies in place that prevent our
employees from having access to information about parts of our business (and that of our affiliates)
or the affairs of clients they are not directly involved with. As a result, we are not required to
consider, disclose to you, or use any information that belongs to or is confidential to another client,
us, or any Affiliate. As a result, we might not be able to provide you with advice or deal with you
concerning a specific investment without letting you know why. Market abuse You represent and
warrant that you will act in compliance with the Act and any applicable Regulations by entering
into any Transaction. Account Creation Before engaging in any Transaction with HEDGECENT, an
Account must first be established. No Orders may be placed before the opening of an Account and
the receipt of cleared funds. Without limiting those mentioned above, if HEDGECENT allows you
to place an Order even though no Account has been opened or cleared funds have been received,
this does not relieve you of your obligation to HEDGECENT under these Terms of Business
concerning the Order placed. HEDGECENT reserves the right to decline your application for any
reason but will promptly inform you of any denial without providing any justification after
receiving your application. You acknowledge and agree that we may: (a) periodically search and
inquire about you and any Related Party at credit reference agencies and your employers, if
applicable; (b) disclose information to organizations engaged in fraud prevention; and (c) obtain
information from and disclose information to other broker-dealers or investment managers who deal
in or manage investments to assess your creditworthiness, manage credit risk, and prevent fraud (or
other criminal activity). The size of any Transaction or series of Transactions you may enter into, as
well as the amount of any loss or liability to which you may be exposed, may all be subject to limits
that may, in our sole discretion, be applied, depending on your credit status and, where applicable,
the number of funds you have deposited with us. 13.4 Account limitations do not limit or represent
your financial obligation to HEDGECENT. Any funds you may occasionally deposit with us in the
form of margin or do not represent a cap on such obligation.
Monetary balance
will be periodically credited with the amount of each Margin payment and any other payments we
receive from you following these Terms of Business and will regularly be debited with the
following amounts: the amount of each payment we make to you upon your request and realized
losses payable. By signing this agreement, you agree to defend, indemnify, and hold us harmless
from any charges or expenditures (including all legal costs) that we may incur to collect the
required amount if you don’t make the payment by the deadline. At the current market rates that are
accessible to us, we may convert money that is on your Account, paid to us by you, or due to be
paid to us from one currency to another (after accounting for commissions or charges). Payment:
We take deposits from you by wire transfer or a credit card that has been accepted. No cash
payments will be made. Payments may be made in US dollars (USD) or other currency pre-
approved by us. If we don’t otherwise agree in writing, withdrawals from your Account can only be
executed by wire transfer. Terms of Payment: You agree to pay all amounts owed to us under these
Terms of Business following the following conditions: (a) all electronic or telegraphic transfer or
other bank fees about payment by you shall be your sole responsibility; (b) if we do not receive any
payment by the due date for payment, we shall be entitled to charge interest on the overdue amount
(both before and after judgment) at the Interest Rate. Payment Withheld: If your account statement
displays a credit balance, you may ask us to send you a check or ar for alternative forms of payment
for that sum. However, if any of the following occur: (a) open Margined Transactions on the
Account show notional losses; (b) we reasonably believe that funds may be needed to meet any
current or future margin requirements on open Margined Transactions due to underlying market
conditions, or (c) you have any contingent liability to us or any of our affiliates in respect of any
other account, we may, at our discretion, elect to withhold (or, if applicable, deduct) any payment
requested (in whole or
Suitability
Before taking any orders, you must fill out the Account Opening Forms with your investment
expertise and experience. We shall determine whether creating an Account is appropriate for you
based on this data and in line with the Applicable Rules. We won’t be able to decide on your
investment risk tolerance or capacity based on your borrowings or leverage. You should be aware
that using power to make investments can significantly raise the risk involved, especially when
dealing with margined transactions, where it is typical to take huge positions relying only on a tiny
amount of initial margin. We shall make some assumptions regarding the suitability of the service
offered when you are classed as a Wholesale Client. We are allowed to presume that you have the
necessary expertise and experience in the pertinent investing sector. If you don’t believe this to be
the case, you must advise us of this before the service is rendered and give us any information you
have about the extent of your training and experience. You must notify us in writing of any
information that could indicate that this assessment needs to be revised. Assurances and
Commitments You affirm and promise to us that as of the date these Terms of Business are in force
and as of the date of each Transaction: (a) [For individuals] you are of sound mind, legal age, and
legal competence; (b) despite any later finding to the contrary, you are qualified to trade Margined
Transactions and that you are aware of the risks associated with doing so; (c) you possess all
required authority, powers, consents, licenses, and authorizations; and (d) you have the financial
means to (e) these Terms of Business, each Transaction, and the obligations created by them are
binding upon you and enforceable against you in accordance with their terms (subject to applicable
principles of equity); (f) they do not and will not violate the terms of any regulation, Order, charge,
or agreement by which you are bound; (h) unless you have inadvertently breached any provision of
these Terms of Business, each Transaction, and the obligations created by them; I any information
you provide or have provided to us regarding your financial situation or other matters is accurate
and not misleading in any material respect; (j) you are willing and financially able to sustain a total
loss of funds resulting from Transactions; (k) you have reliable access to the internet and the email
address listed on your account opening forms; and (l) unless otherwise agreed by us, you are the
sole beneficial owner of all of the assets you provide or have provided to us.
Things That Default
If at any time: (a) you fail to fully and immediately comply with any obligation to make any
payment when due under these Terms of Business or to make or take delivery of any property when
due under these Terms of Business; (b) we have reasonable grounds to believe that you violate any
material provision of these Terms of Business; (c) any action is taken, or an event occurs that we
believe might have (e) You pass away, lose mental capacity, become bankrupt or insolvent under
any bankruptcy or insolvency law that applies to you, are unable to pay your debts as they become
due, or any of your debts are not paid on time or are otherwise capable of being declared due and
payable under agreements or instruments evidencing such debt before it would have otherwise been
due and payable, or any suit, action, or other proceeding related to such debts. When an
encumbrancer seizes all or a portion of your property, undertaking, or assets, “proceedings” are
started for any execution, garnishment, attachment, or distress (tangible and intangible) (f) you
begin a voluntary case or other procedure under any bankruptcy, insolvency, regulatory,
supervisory, or similar law (including any corporate or other law that may apply to you if insolvent)
seeking or proposing liquidation, reorganization, an arrangement or composition, a freeze or
moratorium, or other similar relief with respect to you or your debts, or seeking the appointment of
a trustee, receiver, liquidator, conservator, administrator, or insolve (g) a voluntary case or other
procedure is started against you seeking or proposing liquidation, reorganization, an arrangement or
composition, a freeze or moratorium, or other similar relief with respect to you or your debts under
any bankruptcy, insolvency, regulatory, supervisory, or similar law (including any corporate or
other law that may apply to you, if you are insolvent), or seeking the appointment of an insolvency
officer of you or any significant portion of your business. (h) You disaffirm, disclaim, or repudiate
any obligation under these Terms of Business or any guarantee, hypothecation agreement, margin
or security agreement, or other document containing an obligation of a third party, or of you, in
favor of us supporting any of your obligations under these Terms of Business (each, a “credit
support document”): I any representation or warranty that you made or gave or was deemed to have
given in accordance with these Terms of Business or any Credit Support Document turns out to
have been untrue, false, or deceptive in any material regard as of the time it was made, given, or
deemed to have been made; (j) any Credit Support Provider fails to comply with or carry out any
agreement or obligation that is required to be complied with or carried out by you or it in
accordance with the applicable Credit Support Document (ii) Any representation or warranty made
or given or deemed to have been given by any Credit Support Provider in accordance with any
Credit Support Document is later found to have been false or misleading in any material respect;
(iii) any of the occurrences listed in subclause 1 of this clause’s paragraphs (d) to (g) or (j)
concerning any Credit Support Provider; (iv) your dissolution; (v) if your capacity or existence
depends on a record in a formal register, the removal or termination of the registration; or (vi) the
initiation of any procedures seeking or proposing your dissolution, removal from such a register, or
the termination of such registration; If one or more of the circumstances listed in subclause 1 of this
clause (k) apply to you or your Credit Support Provider if you are a partnership, (l) an Event of
Default (however described) occurs in relation to you under any other agreement between us, then
we may exercise our rights under clause 22.2 of these Terms of Business. However, the occurrence
of an Event of Default under subparagraphs (d) to (g) or (j) of clause 22.1 shall result in the
automatic termination of any outstanding Transaction. 22.2 Upon an Event of Default, we may
specify by notice date for the termination of any outstanding transactions between us. No additional
payments or deliveries under any Transactions that would have been due for performance on or
after the termination of any outstanding Transactions, absent this provision, shall be required from
either of us. We shall be permitted to sell your investments in our possession or possession of any
nominee or a third party appointed under or under these Terms of Business, in each case as we may,
in our sole discretion, select or and upon such terms as we may, without providing prior notice to
you: (a) instead of returning to you investments equivalent to those credited to your Account, to pay
you the fair Market value of such assets at the time we exercise such right;
We are not allowed to lose any of our rights under this section due to any delay on our behalf in
exercising them, but under no circumstances are we required to exercise any rights under this clause
or, if we do, to do so in a way that benefits you. We may, in our sole discretion, terminate
Transactions singly or collectively.
When we exercise our right to close out a Transaction under this provision, we must do so whole or
in part at the time(s) and price(s) that we, in our reasonable discretion, believe to be appropriate.
The sums owed under the closed-out transaction will then become instantly due. The market price
(as decided by us in our reasonable discretion) at the time the sale occurs shall apply if we exercise
our right under this clause to realize any investments or other assets of yours held by us. The timing,
location, and mode of such a sale shall be our sole discretion. All sale expenses shall be your
responsibility. By written notice to you, we may require that any open Transactions be settled
following this clause on the settlement date, which shall be the date on which notice is given if any
Event of Default described in this section happens. No payments shall be made with any open
Transaction beyond the settlement date when all Transactions are concluded pursuant to this clause.
Your payment of the settlement amount shall immediately settle each available Transaction. As
soon as you learn of the occurrence of an incident listed in clause 22.1, you must notify us.
Following any of the circumstances listed in section 22.1, we shall be permitted to offset any
responsibility to pay you against any obligation owed by you to pay any Affiliate and (ii) any duty
of yours to pay us against any liability of any Affiliate to pay you. Any penalties shall be fulfilled
by the net settlement of the sums owed between us concerning all the outstanding terminated
Transactions (whether by payment, set-off, or other means). Any net amount for all the exceptional
completed Transactions determined by us following the previous due either from you to us or from
us to you shall be immediately payable upon its calculation. Concerning each outstanding
terminated Transaction, we shall determine its total cost, loss, or gain (including, if appropriate, any
loss of bargain, cost of funding, or other loss or gain as a result of the termination). For the duration
that an Event of Default has happened and is ongoing, we shall not be required to make any
payments or deliveries that are expected to be paid by us under a Transaction or these Terms of
Business.
Termination
You may instantly end our Terms of Business by giving us written notice. We may terminate our
business relationship with you by giving you ten (10) business days’ notice, except in situations in
which you have not complied with any of the terms of this agreement, an Event of Default has
occurred, or you have no open transactions in your Account at the time the notice of termination is
sent. We may close out any of your available Transactions at the end-of-day Closing Price at any
time following the termination of these Terms of Business without giving you prior notice.
Termination shall not affect any accrued rights, remedies, or the existence or enforceability of any
open Transaction. Unless otherwise specified, shall continue until close in line with these Terms of
Business. All payments due by you to us upon the termination of these Terms of Business,
including but not limited to: (a) all unpaid fees, charges, and commissions; (b) any dealing costs
incurred by termination of these Terms of Business; and (c) any losses and expenses realized in
closing out any Transactions or settling or concluding outstanding obligations incurred by us on
your behalf, will become immediately due and payable.
The price displayed on the HEDGECENT occasionally does not precisely reflect the market rates
due to Internet arbitrage, network issues, and price feed mistakes. ARBITRAGE IS NOT
PERMITTED BY HEDGECENT ON THE HEDGECENT ONLINE FACILITY.
TRANSACTIONS BASED ON OPPORTUNITIES FOR PRICE LATENCY ARBITRAGE MAY
BE VOID WITHOUT NOTICE. HEDGECENT RESERVES THE RIGHT TO IMMEDIATELY
AND WITHOUT NOTICE MAKE THE NECESSARY CORRECTIONS OR ADJUSTMENTS
TO THE ACCOUNT INVOLVED. HEDGECENT Group will resolve any dispute resulting from
such quoting or execution errors at its sole and absolute discretion. HEDGECENT is under no duty
to contact you to suggest a course of action in light of shifting market conditions or for any other
reason. Suppose any liabilities, losses, damages, costs, or expenses are incurred with the provision
of the services under these Terms of Business to you. In that case, you agree to indemnify and hold
harmless HEDGECENT, its Affiliates, directors, officers, employees, and agents. That is provided
that no such liabilities, losses, damages, costs, or expenses have been caused by our gross
negligence, fraud, or willful default.
Limitations, Exclusions, and Indemnity
Nothing in these business terms shall limit or exclude any obligation or liability we have to you
under the Act (as may be amended or replaced from time to time). A broad exclusion Any losses,
damages, costs, or expenses (including direct, indirect, incidental, punitive, consequential loss, loss
of profits, lost data, loss of use of the HEDGECENT Online Facility, business interruption, costs of
substitute services, or downtime costs) incurred or suffered by you under these Terms of Service
shall not be the responsibility of us or our directors, officers, employees, or agents. To the fullest
extent allowed by law, we will not be responsible for losses incurred by you or any third party for
any special damages, loss of profits, loss of goodwill or reputation, or loss of business opportunity
arising under or in connection with these Terms of Business, whether resulting from negligence,
breach of contract, misrepresentation, or other causes. Nothing in these Business Terms will restrict
our responsibility for wrongful death or other serious personal injuries brought on by our
carelessness.
Trading Losses: To be clear, under no circumstances will we be liable to you or accountable for
any losses or other charges or expenses resulting from or connected with your placing orders with
us or executing transactions with us. Tax repercussions: Without restriction, we do not bear
responsibility for any adverse tax repercussions of any Transaction. Market fluctuations: We
expressly disclaim all responsibility for any delays or changes in market conditions that may occur
before any transaction is completed.
Internet problems
HEDGECENT cannot be held liable for communication errors, omissions, or delays when using the
HEDGECENT online trading platform because HEDGECENT has no control over signal strength,
its reception or routing via the Internet, the configuration of your equipment, or the dependability of
its connection (s). Amendments: The terms and conditions of these Terms of Business are subject to
change at any moment, and we retain the right to do so in line with the Act by posting the updated
terms on the HEDGECENT website. You are in charge of keeping up with any changes to these
Terms of Business and agreeing to be bound by them. You are not permitted to change these terms
of business unless a HEDGECENT officer has approved the adjustment in writing. An amendment
will not impact any active Order or Transaction unless otherwise specified. You can close your
open Margin Transactions and your Account in compliance with these Terms of Business by giving
us notice that you do not desire to accept any revision we make to these Terms of Business.
Rights and remedies: These Terms of Business’ rights and remedies are in addition to, not
exclusive of, those guaranteed by law. We shall not be obligated to exercise any right or remedy in
a way or at a time that is advantageous to you. No delay or failure on our part to execute any right
or remedy provided in these Terms of Business (including any Transaction) or elsewhere shall be
construed as a waiver of that right or remedy or any other right or remedy. A right or remedy may
not be used only once or in part; neither may it be used in conjunction with another right or remedy.
Set-off: We may at any time and without prior notice to you set off any amount (whether actual or
contingent, present or future) owed between you and us without affecting any other rights to which
we may be entitled. The legality, validity, and enforceability of the remaining provisions of these
Terms of Business, as well as the legality, truth, and enforceability of such provision under the law
of any other jurisdiction, shall not in any way be affected or impaired if at any time any provision of
these Terms of Business is or becomes illegal, invalid, or unenforceable in any respect under the
law of any jurisdiction. The agreement between the parties concerning the subject matter hereof is
outlined in these Terms of Business, any references to other contracts, and any attached schedules.
It supersedes all prior or contemporaneous oral or written communications, proposals, agreements,
and representations. Waiver: We have the right to occasionally waive or modify any of these Terms
of Business without giving you prior notice. No partial or solitary exercise of any term, condition,
right, or power shall preclude any other or further exercise of all or any of our other rights and
remedies against you. Neither shall our failure or delay in exercising or relaxing any provision of
these Terms of Business operate as a general waiver of the term, condition, right, or power in
question. We shall be permitted from time to time, with or without notice, to allow you to breach
such limits or parameters where these Terms of Business specify certain limits or parameters to
your trading activities or Margin requirements.
Call recording: We reserve the right to record calls without a warning tone to capture all pertinent
details about the Transaction as soon as they are said and as accurately as possible. These
documents will be our sole property; you must accept them as proof of any orders or instructions.
Communications made electronically between us shall, subject to Applicable Regulations, have the
same legal effect as written communications. By signing these Terms of Business, you agree to
receive communications made using electronic means instead of a durable medium, as required by
applicable regulations. Electronically transmitted orders and instructions to you will be considered
proof of their delivery. By checking this box, you agree that HEDGECENT may deliver trade
confirmations and account information online rather than by mail or email. Using your Access
Code, you will have access to this data. Absent a Force Majeure Event or service interruption,
updated information will be available no later than twenty-four hours after any activity on your
Account. This consent must be revoked in writing if you decide you no longer want to communicate
in this manner. Before signing the signature page of these Terms of Business, you must let us know
if you do not want to connect with us online.
Our Records: Unless they are proven to be inaccurate, our records will serve as proof of your
interactions with us concerning our services. You won’t raise a defense that using our records as
evidence in court is improper because they are copies, computer-generated documents, or neither
originals nor in writing. You won’t be able to rely on us to meet your record-keeping requirements,
though we may, at our sole discretion, make records available to you upon request.
Your Records: You must maintain sufficient records in compliance with the relevant regulations to
show the type of orders issued and when such charges were submitted. Rights of third parties: None
of the provisions of these Terms of Business are meant to be enforced by anyone who is not a party
to them, as stated by the parties. Cooperation for proceedings: You agree to cooperate with us as
entirely as is practical in the defense or prosecution of any action or proceeding that is brought by or
against us in connection with these Terms of Business or arising out of any act or omission by us
required or permitted under these Terms of Business. Law that governs a transaction subject to
market rules is the law that those rules apply to that transaction.