Client Agreement

2016-10-10 02:21:36

1. Introduction

1.1. GoodMen Brokers (hereinafter referred to as the “Company"), whose registered office is located at the following address: Suite 305 ,Griffith Corporate Centre , Beachmont, Kingstown St. Vincent and  the Grenadines, registration number 23079 IBC 2015, renders the service of handling and executing the Client’s instructions and requests in My Account and in the trading platform (hereinafter referred to as the “Service”) under the terms of this public offer (hereinafter referred to as the “Agreement") to any individual (except for stateless persons; individuals under 18 years of age and citizens of countries in which the Company does not render services) (hereinafter referred to as the “Client”).

1.2. The service of My Account is rendered by GoodMen Brokers Limited Company, St Vincent and the Grenadines (hereinafter referred to as “My Account” or “MA”).

1.3. The following regulatory documents are an integral part of this Agreement:

  1. Risk Disclosure
  2. Terms of Business for ECN accounts
  3. Terms of Use for “Signals” service
  4. Partnership Program Regulations
  5. Investment Agreement
  6. Terms of Use for “Wallet” service
  7. Any other applicable documents located in the “Documents” section of My Account on the Website.

1.4. This Agreement and the regulatory documents listed above are collectively referred to as the “Regulatory Documents”.

1.5. The Regulatory Documents should be carefully read by the Client, as they govern all the conditions under which the Client carries out trading and non-trading operations. By accepting the terms of this Agreement, the Client also accepts the terms of all the Regulatory Documents listed above.

1.6. The terms of this Agreement shall be considered accepted unconditionally by the Client upon the Company’s receipt of an advance payment made by the Client in accordance with this Agreement.

1.7. As soon as the Company receives the Client’s advance payment, every Client’s operation using the Service shall be subject to the terms of the corresponding Regulatory Documents.

1.8. The Client and the Company enter into every operation in My Account with regard to the Service or in the trading platform as principals, and the Company does not act as an agent on the Client’s behalf. This means that the Client shall be directly and fully responsible for fulfilling all of their obligations regarding their operations in My Account with regard to the Service or in the trading platform. If the Client acts on behalf of the third party, regardless of whether that individual is identified or not, the Company shall not consider that individual as a client and shall not bear any responsibility before them unless otherwise specifically stipulated and agreed.

1.9. The terms used in this Agreement are defined in Paragraph 17.

2. Service

2.1. Subject to the Client’s fulfillment of all the obligations under this Agreement and the Regulatory Documents, the Company shall enable the Client to make transactions using the Service.

2.2. The Company grants the Client access to margin trading using the Service. As a condition of entering into a margined transaction, the Company requires the Client to deposit funds acceptable to the Company as security for payment of any losses incurred by the Client in respect of the transaction (Minimum Deposit). A Minimum Deposit is due and payable as a condition to start using the Service. The size of the Minimum Deposit is regularly specified in “Trading Conditions” section of the Website.

2.3. The Company shall execute all Client’s transactions on an execution-only basis, neither managing the account nor advising the Client. The Company is entitled to execute the Client’s requests and instructions even if such transaction is not beneficial for the Client. The Company is under no obligation, unless otherwise specified in this Agreement and the Regulatory Documents, to monitor or notify the Client on the status of any of the Client’s transaction, to make margin calls, or to force the closure of any of the Client’s open positions. Unless otherwise specifically agreed, the Company is not obliged to make attempts to execute the Client’s instructions using more favorable quotes than those offered to the Client through the trading platform.

2.4. The Client shall not be entitled to demand investment or trading advice from the Company, or any other information intended to encourage the Client to make any particular transaction.

2.5. The Company at its sole discretion may provide information, recommendations or advice to the Client, but shall not be held responsible for the consequences or efficiency of such recommendations or advice for the Client. The Client acknowledges that the Company shall not, in the absence of fraud, intentional failure to carry out its responsibilities or gross negligence, be liable for any losses, costs, expenses or damages suffered by the Client arising from any inaccuracy or mistake in any information given to the Client including, but not limited to, information regarding any of the Client’s transactions. Though the Company has the right to void or close any transaction under specific circumstances set out in this Agreement or corresponding Regulatory Documents, any transaction that the Client carries out following such an inaccuracy or mistake shall nonetheless remain valid and binding in all respects, both for the Company and for the Client.

2.6. The Company shall not affect a physical delivery of currency in the settlement of any trading operation. Profit or loss arising from any trading operation is deposited to/withdrawn from the Client’s Trading account immediately after a position is closed.

2.7. The Company, the Company’s partners or other affiliated parties may have financial benefit, a legal relationship or arrangement concerning a specific transaction in My Account with regard to the Service or in the trading platform or financial benefit, legal relationship or arrangement that may be in conflict with the interests of the Client. By way of example, the Company may:

a. act as a principal concerning any instrument on the Company’s own account by selling to or buying the instrument from the Client;

b. offer another client of the company as a treasury counterparty;

c. buy or sell an instrument the Company offers to the Client; or

d. advise and provide other services to partners or other clients of the Company on the instruments or underlying assets they may be interested in, notwithstanding the fact that it may be in conflict with the Client’s interests.

2.8. The Client consents to and grants the Company authority to deal with or for the Client in any manner which the Company considers appropriate, notwithstanding any conflict of interest or the existence of any material interest in any transaction in My Account or on the trading platform, without giving prior notification to the Client. The conflict of interest or material benefit in regard to any transaction in My Account or on the trading platform shall not influence servicing the Client by the Company’s employees.

2.9. The Company may periodically act in the interests of the Client in relations with parties with whom the Company or its other affiliated party has an agreement permitting the Company to receive goods or services. The Company ensures that such arrangements shall operate in the best interest of Clients, for example, arrangements granting access to information or other services which would not otherwise be available.

3. Client’s Requests and Instructions

3.1. The Company processes and executes the Client’s requests and instructions in accordance with the corresponding Regulatory Documents.

3.2. The Company is entitled to decline the Client’s request or instruction if any of the conditions set out in the corresponding Regulatory Document has not been satisfied before the request or instruction is processed by the Company. However, the Company may, at its sole discretion, accept and execute the Client’s request or instruction, notwithstanding the lack of compliance with the corresponding Regulatory Document.

3.3. If the Company executes the Client’s request or instruction and subsequently becomes aware of a breach of the conditions of the corresponding Regulatory Document, the Company may act in accordance with the corresponding Regulatory Document.

4. Netting

4.1. For transactions between the Client and the Company, a conversion will take place using the current exchange rates in accordance with the Regulatory Documents.

4.2. If the accrued amount owed to the Company by the Client under the Regulatory Document is equal to the accrued amount owed to the Client by the Company, the obligations of both sides will be set-off against each other.

4.3. If the accrued amount owed by one party under the corresponding Regulatory Document exceeds the accrued amount owed by the other party, then the party with the larger accrued amount shall pay the excess to the other party and following this, all obligations to pay will be automatically satisfied and discharged.

4.4. The Client is obliged to pay any amount due, including all commissions, charges and other costs determined by the Company.

4.5. The Client shall not transfer rights, vest responsibilities, or otherwise transfer or purport to assign rights or obligations under the corresponding Regulatory Document without the Company’s prior written consent. Any purported assignment or transfer in violation of this condition shall be considered void.

5. Payments

5.1. The Client may deposit funds to the Client’s account at any time.

5.2. Depositing and withdrawing funds to/from the Client’s account shall be governed by the Terms of Use for ‘Wallet’ service (hereinafter referred to as TUWS).

5.3. If the Client is under the obligation to pay any amount to the Company which exceeds the equity of the Client’s account, the Client shall pay the excess within 2 (two) business days since the obligation arising.

5.4. The Client acknowledges and agrees that (without prejudice to any of the Company’s other rights to close out the Client's open positions and exercise other default remedies against the Client under the corresponding Regulatory Document) where an amount is due and payable to the Company in accordance with this Agreement or corresponding Regulatory Document and sufficient cleared funds have not yet been credited to the Client's account, the Company shall be entitled to treat the Client as having failed to make a payment to the Company and to exercise its rights under this Agreement and/or corresponding Regulatory Documents.

5.5. The Client shall hold full responsibility for the accuracy of payments executed by him. If the Company bank details change, the Client shall bear full responsibility for any payments carried out to the outdated bank details from the moment the new details are published in My Account.

6. Client’s Funds and Interest

6.1. The Client’s funds are held on the Company’s accounts, including segregated accounts opened in the Company’s name for the purpose of holding the Clients’ funds separately from the Company’s funds.

6.2. The Client acknowledges and agrees that the Company will not pay interest to the Client on funds located in the Client’s ‘Wallet’.

6.3. The Company is entitled to pay interest on the Client’s funds under circumstances and in the amount set by the Company.

6.4. The Company pays the Client the interest on the funds allocated in savings and accumulation programs in the amount and under conditions stipulated by these programs.

6.5. The Company shall ensure the interest payment on savings and accumulations programs in the amount and under conditions stipulated by these programs.

6.6. The Client acknowledges and agrees that the Company is entitled to change the amount and conditions of paying the interest on the funds allocated in savings and accumulation programs.

6.7. In case of changing the amount and condition of paying the interest on funds allocated in savings and accumulation programs, the Company shall issue a 10-day notice to the Client through all means set in the Regulatory Documents (My Account notification, e-mail).

6.8. The Client acknowledges and agrees that the Company is entitled to stop interest payment and accrual on funds allocated in savings and accumulation programs in case of force majeure.

6.9. The Client acknowledges and agrees that the Company is entitled to stop interest payment and accrual for savings and accumulation programs, as well as to transfer the funds from these programs back to the ‘Wallet’ in case of taking these products out of service in My Account.

6.10. The Client is entitled to ask the Company for an early withdrawal of money from the savings and accumulation programs to the ‘Wallet’ by sending a request through a ticket system indicating the program which is requested to be early closed. The request shall be considered within 3 business days. The funds shall be withdrawn within 30 days upon considering and granting the request.

6.11. The Client agrees that in case of early withdrawal of funds from the savings program, all the paid interest and 20% are deducted from the principal deposit and the rest of the amount is deposited to the ‘Wallet’. All the accrued interest to be paid is also cancelled.

6.12. The Client agrees that in case of early withdrawal of funds from the accumulation program, 20% are deducted from the principal deposit and the rest of the amount is deposited to the ‘Wallet’. All the accrued interest to be paid is also cancelled.

7. Complaints and Disputes

7.1. All complaints and disputes are handled in accordance with the corresponding Regulatory Documents.

8. Communications

8.1. The rules for communication between the Client and the Company are set out in the corresponding Regulatory Documents.

8.2. The Client shall submit all trading instructions only through the client terminal.

The Client is entitled to use telephone communication with the Company’s operator only in case of impossibility to submit instructions through the client terminal by way of Internet.

8.3. The Client shall only submit deposit/withdrawal requests through My Account in accordance with the TUWS regulations.

8.4. By accepting the terms of this Agreement, the Client also agrees to receive emails and mailshots from the Company at the Client's personal email address, as well as gives consent to receive SMS messages at the mobile telephone number registered indicated in My Account.

9. Time of Essence

9.1. Time is of the essence for the Company and the Client with respect to the conditions of Regulatory Documents.

 10. Events of Default

10.1. Each of the following circumstances constitutes an event of default:

a) the Client’s failure to pay any due amount under the corresponding Regulatory Document;

b) the Client’s failure to fulfill any obligation in relation to the Company;

c) the initiation of proceedings by a third party for the Client’s bankruptcy or for a company liquidation (if the Client is a legal entity), or for the appointment of an administrator or receiver in respect of the Client or any of the Client’s assets (if the Client is a legal entity), or (for both legal entities and individuals) if the Client makes a contract or an arrangement with their creditors concerning the settlement of their debt or any other similar or analogous procedure is initiated regarding the Client;

d) any statement or warranty made by the Client in Section 11 hereof is or becomes false;

e) the Client's inability to pay debts when they fall due;

f) if the Client dies or becomes legally incompetent; and

f) any other circumstances where the Company reasonably believes that it is necessary or desirable to take any action set out in Paragraph 10.2 hereof.

10.2. In instances where the Client fails to fulfill their obligations, the Company may, at its sole discretion, at any time and without prior written notice, take one or more of the following steps:

  1. close out all or any of the Client’s open positions at the current quote;
  2. debit the Client’s account for amounts owed to the Company;
  3. close any or all of the Client’s accounts held within the Company;

d) refuse to open new accounts under the Client's name.

11. Statements and Warranties

11.1. The Client states and warrants that:

  1. all information presented in regard to this Agreement, corresponding Regulatory Document and the Client Registration Form is true, complete and accurate in all respects;
  2. the Client is duly authorized to enter into this Agreement, to submit instructions and requests and to fulfill their obligations in accordance with the Regulatory Documents;
  3. the Client acts as a principal;
  4. the Client is the individual who submitted the Client Registration Form or if the Client is a legal entity, the person who provided the Client Registration Form on the Client’s behalf is duly authorised to do so;
  5. all actions performed under the corresponding Regulatory Document do not violate any law, ordinance, charter, by-law or rule applicable to the Client or in the jurisdiction in which the Client is a resident, or any agreement by which the Client is bound or that concerns any of the Client’s assets;
  6. any trading systems used by the Client are not targeted at exploiting any weakness in the Company’s software.

12. Governing Law and Jurisdiction

12.1. This Agreement is governed by St.Vincent and the Grenadines;

12.2. With respect to any proceedings, the Client irrevocably:

a) agrees that the courts of St.Vincent and the Grenadines shall have exclusive jurisdiction to settle any proceedings in connection with this Agreement;

  1. submits to the jurisdiction of the courts of St.Vincent and the Grenadines;
  2. waives any objection which the Client may have at any time to the laying of any proceedings brought in any such court;
  3. agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over the Client.

12.3. The Client irrevocably waives to the fullest extent permitted by applicable laws of St.Vincent and the Grenadines, with respect to the Client and the Client’s revenues and assets (regardless of their use or intended use), all immunity (on the grounds of sovereignty or other similar grounds) from (a) law suit, (b) jurisdiction of any courts, (c) relief by way of injunction, order for specific performance or for recovery of property, (d) attachment of assets (whether before or after judgment) and (e) execution or enforcement of any judgment to which the Client or the Client’s revenues or assets might otherwise be entitled in any proceedings in the courts of any jurisdiction. The Client irrevocably agrees to the extent permissible by the law of St.Vincent and the Grenadines not to claim any such immunity in any proceedings. The Client consents to satisfying all requirements and court orders in connection with such proceedings, particularly, but not limited to, those regarding any of the Client’s assets.

12.4. Where this Agreement and the Regulatory Documents are issued in a language other than English, the English language version of this Agreement and Regulatory Documents shall prevail in the event of any conflict.

13. Limitation of Liability

13.1. The Client shall indemnify the Company for all liabilities, costs, claims, demands and expenses of any nature which the Company suffers or incurs as a direct or indirect result of any failure by the Client to fulfill any of the obligations under the corresponding Regulatory Documents.

13.2. The Company shall in no circumstances be liable to the Client for any consequential direct or indirect losses, loss of profits, missed opportunities (due to subsequent market movement), costs, expenses or damages the Client may suffer in relation to this Agreement, unless otherwise agreed in the corresponding Regulatory Document.

13.3. Clients shall not give third parties access passwords to the trading platform or My Account and agree to keep them secure and confidential. All actions related to the fulfillment of the Regulatory Documents and/or the usage of logins and passwords are considered executed by the Client. The Company does not bear responsibility for the unauthorized use of registration data by third parties.

13.4. The Client acknowledges and accepts that margin trading is highly speculative, as specified in the Risk Disclaimer on the Website. The Client acknowledges and accepts that margin trading may bring significant risks, including but not limited to, legal and financial risks to the extent of causing unlimited losses without any guarantee of retaining the capital invested or generating any profits. The Client acknowledges and accepts that margin trading transactions are suitable only for individuals who are able to bear financial losses in excess to their deposits and who have the financial comfort to suffer substantial losses without an impact on their living standard.

14. Force Majeure

14.1. The Company may, having sufficient grounds to do so, declare that a Force Majeure circumstances have occurred and in which case the Company shall, in due course, undertake reasonable steps to inform the Client about the Force Majeure circumstances. Force Majeure circumstances include without limitation:

  1. any act, event or occurrence (including, without limitation, any strike, riot or civil commotion, terrorism, war, act of God, accident, fire, flood, storm, interruption of power supply, communication equipment or supplier failure, hardware or software failure, civil unrest, government sanctions, blockage, embargo, lockouts) which, in the Company’s reasonable opinion, prevent from maintaining market stability in one or more of the instruments;
  2. the suspension, liquidation or closure of any market or the absence of any event on which the Company bases its quotes, or the imposition of restrictions or special or unusual terms on trading on any such market or in regard to any such event.

14.2. If the Company determines that a Force Majeure event exists, the Company is entitled (without infringing any other rights under the corresponding Regulatory Document) at any time and without giving prior written notification take any of the following steps:

  1. increase margin requirements;
  2. close any or all open positions of the Client at the prices which the Company reasonably considers fair;
  3. suspend or modify the application of any or all terms of the corresponding Regulatory Document to the extent that the Force Majeure event makes it impossible or impractical for the Company to comply with them; or
  4. take or not take action concerning the Company, the Client and other clients as the Company deems to be reasonably appropriate in the circumstances.

14.3. The Company shall not bear responsibility for not fulfilling (improperly fulfilling) its obligations when prevented from doing so by force majeure circumstances.

15. Miscellaneous

15.1. The Company has the right to suspend service to the Client at any time for any justified reason (prior notification of the Client is not required).

15.2. In the event that a situation arises that is not covered by the corresponding Regulatory Document, the Company shall resolve the matter on the basis of good faith and fairness and, when appropriate, by taking action consistent with market practice.

15.3. No single or partial exercise or failure in exercising any right, power or privilege (under this Agreement or law) by the Company shall constitute a waiver of further exercise of that or any other right arising under the corresponding Regulatory Document or applicable law.

15.4. The Company may in whole or in part release the Client from liability stemming from the latter’s violation of the conditions of the corresponding Regulatory Document during the period of being in force or, alternatively, may reach a compromise decision. In this case, all violations, regardless of how long ago they were committed and in connection with which the Company may file a grievance with the Client at any time, are taken into consideration. The above stated conditions shall not prevent the Company from exercising its other rights in accordance with the corresponding Regulations.

15.5. The rights and remedies provided to the Company under the corresponding Regulatory Document are cumulative and are not exclusive of any rights or remedies provided under the law of St.Vincent and the Grenadines.

15.6. The Company may transfer its rights and obligations to a third party in whole or in part, subject to due notification to the Client and consent of the assignee to the terms hereof and of the applicable Regulatory Document.

15.7. If any term of the corresponding Regulatory Document (or any part of any term) shall be held by a court of competent jurisdiction to be unenforceable for any reason, then such term shall be deemed severable and not form part of this Agreement or any corresponding Regulatory Document, but the remainder of this Agreement or the corresponding Regulatory Document shall continue to be valid and enforceable.

16. Amendments and Termination

16.1. The Client acknowledges that the Company shall have the right to amend:

a. any part of this Agreement as well as of any Regulatory Document at any time, giving the Client proper notice of such amendments;

b. the value of a spread, swap and dividend provided for in the Contract Specifications without prior notification to the Client;

c. other trading conditions with written notification to the Client of a minimum 1 (one) calendar day.

16.2. Amendments become effective from the date specified in notification. In event of force majeure circumstances on the markets, the Client recognizes the right of the Company to make changes to the Regulatory Documents immediately, without prior notification.

16.3. The Client acknowledges that the Company may introduce new products and services without prior notification.

16.4. The Client may suspend or terminate this Agreement by giving the Company written notification.

16.5. The Company may suspend or terminate this Agreement immediately by giving the Client notification.

16.6. The Company retains the right to refuse a Client the Service without explanation.

16.7. Termination of this Agreement shall not abrogate any obligations held by either the Client or the Company which may already have arisen under this Agreement of the corresponding Regulatory Document, particularly relating to deposit/withdrawal operations made on the Client's account.

16.8. Upon termination of this Agreement, all amounts owed by the Client to the Company shall be settled immediately, including (but not limited to):

  1. all outstanding fees, charges and commissions;
  2. any expenses incurred by terminating this Agreement;
  3. any other losses and expenses sustained by the Company in closing out any transactions or in connection with any other of the Company’s obligations initiated or caused by the Client.

17. Terms and Interpretation

In this Agreement or any Regulatory Document:

"Advance Payment" shall mean the deposit of funds by the Client to the Company to pay for future expenses.

                 

“Ask” shall mean the higher price in a quote. The price the Client may buy at.

“Balance” shall mean the total financial result of all completed transactions and deposit/withdrawal operations on the trading account.

“Base Currency” shall mean the first currency in the currency pair against which the Client buys or sells the quote currency.

 “Bid” shall mean the lower price in a quote. The price the Client may sell at.

“Business Day” shall mean working days from Monday till Friday.

“Client” shall mean an individual over 18 year of age, citizen and/or tax resident of any country, except for those countries in which the Company does not offer the given service, authorized to perform or receive non-cash (bank and/or electronic) transfers on behalf of the Client, for the purpose of crediting funds to the Client’s Account or withdrawing funds from the Client’s Account;

“Client’s Account” shall mean any account opened by the Client with the Company including Transitory Accounts, trading accounts, partner accounts, Manager’s accounts, Investor’s accounts and other account types.

“Client’s External Account” shall mean the bank and/or electronic account of the Client or the Client’s Authorized Person.

“Client Terminal” means the program or third party application which connects with the Server according to the FIX Protocol. It is used by the Client to obtain information on financial markets (the extent of this information is determined by the Company) in real time, to perform technical analysis, make transactions, place/modify/delete orders, as well as to receive notices from the Company. These programs can be downloaded on Website free of charge.

"Client’s Transactions” shall mean instructions and requests by the Client to the Company in relation to their trading and non-trading operations in My Account and in the trading platforms.

“Company’s Account” shall mean the bank or/and electronic Account of the Company, and the Company’s Account in the Processing Center.

“Company News” page shall mean the page on the Website where news are displayed.

“Complete Transaction” consists of two opposite transactions of the same size in different directions (opening a position and closing a position): buying in order to sell or selling in order to buy.

“Contract Specification” shall mean the principal trading terms (spread, lot size, minimum position volume, initial margin, margin for locked positions etc.) for each instrument displayed on the Website.

“Currency Pair” shall mean the object of a transaction based on the change in value of one currency against another.

“Electronic Payment System” shall mean a payment system operating with electronic money.

“Equity” shall mean the current composition of the trading account. The formula to calculate Equity is: Balance + Floating Profit - Floating Loss.

“FIX Protocol” shall mean the Financial Information eXchange (FIX) protocol which is a standard of exchanging information developed especially for exchanging information on transactions involving financial instruments in real time. Being freely accessible and available, this protocol is maintained by its owner - the FIX Protocol, Ltd company.

“Floating Profit/Loss” shall mean non-fixed profit/loss on open positions at current market prices.

“Force Majeure” shall mean lack of conformity of the terms and conditions of the Company and the terms and conditions of the counterparty, current market situation, possibilities of software or hardware of the Company or other situations which cannot be foreseen.

“Free Margin” shall mean funds on the trading account which may be used to open a position. The formula to calculate free margin is: equity minus necessary margin.

“Fund Deposit” shall mean the deposit of funds to the Client’s Account transferred by the Client and/or the Client’s Authorized person and credited to the Company’s Account.

“Fund Deposit Notification” shall mean a notification sent via the Client’s My Account on the Website to confirm that the funds were credited to the Client’s Account.

“Hedged Margin” shall mean the amount required by the Company to open and maintain locked positions. The details for each instrument are in the contract specifications.

“Identification Information” shall mean, for an individual - the passport/ID information specified in the Client Registration Form, and for a legal entity - the information from registration and founding documents specified while registering.

“Inactive Trading Account” shall mean a Client’s trading account which has not had an open position, pending order, or non-trading operation in a period of 6 months.

“Indicative Quote” shall mean information about the price of an instrument at which the Company is not obliged to execute the Client’s instructions.

“Initial Margin” shall mean the margin required by the Company to open a position. The details for each instrument are in the Contract specifications.

“Instruction” shall mean the Client’s instruction to the Company to open/close a position, place, remove or change the level of the pending order.

“Instrument” shall mean any currency pair, spot metals, CFD and other financial instruments offered by the Company.

 “Internal Fund Transfer Request” shall mean an instruction given via the Client’s My Account on the Company website to withdraw funds from the Client’s Account to another Account within the Company.

“Locked Positions” shall mean long and short positions of the same size opened on a trading account for the same instrument.

“Long Position” shall mean a Buy position that appreciates in value if market prices increase. Regarding currency pairs: buying the base currency against the quote currency.

“Lot” shall mean the abstract notion of the number of securities or base currencies on the trading platform.

“Lot size” shall mean the number of securities or base currency in one lot as defined in the contract specifications.

“Margin Trading” shall mean trading using leverage, where the Client may make transactions of a certain size, while having significantly less funds on their trading account.

“My Account” (MA) shall mean the Client's area on the Website on the basis of the Client Agreement concluded between the Client and GoodMen Brokers Limited, St Vincent and the Grenadines, which is the Client’s individual area on the Web-site secured and accessible through unique login and password. MA is designed for the Client's identification, maintenance of accounts, records of the Client’s operations and information support.

“My Account Number” shall mean the unique number assigned to each Client upon acceptance of this Agreement.

“Necessary Margin” shall mean the margin required by the Company to maintain open positions. The details for each instrument are in the contract specifications on the Website.

“Open Position” shall mean the result of the first part of a completed transaction. In this case the Client shall be obliged to:

  1. make a counter transaction of the same volume;
  2. maintain equity no lower than the necessary margin level (this level may vary depending on your account type. For more information, please refer to the Trading Conditions page on the Website).

“Order Level” shall mean the price indicated in the order.

“Pending order” shall mean the Client’s instruction to the Company to open or close a position when the price reaches the order’s level.

“Processing Center” shall mean a legal entity or its department that supports the informational and technological interaction between payment participants.

“Quote” shall mean the information on the current rate for a specific instrument shown in the form of the Bid and Ask price.

“Quote Currency” shall mean the second currency in the currency pair which can be bought or sold by the Client for the base currency.

“Rate” shall mean the value of the base currency in the terms of the quote currency.

“Request a quote” shall mean the Client’s instruction to the Company to obtain a quote. Such a request shall not constitute an obligation to make a transaction.

“Screenshot” shall mean a digital image taken by the Client or the Client’s Authorized Person using the operating system or software in order to communicate what is displayed on the computer screen.

“Security” shall mean any share, option, commodity, precious metal, interest rate, bond or stock index.

“Server” shall mean all programs and technology used to make and carry out the Client's instructions, as well as presenting trading information in real time (the content of the information shall be defined by the Company), with consideration of the mutual obligations of the Client and the Company in correspondence with the relevant Regulatory Document.

“Short Position” shall mean a Sell position that appreciates in value if market prices fall. Regarding currency pairs: the base currency is sold against the quote currency.

“Spike” shall mean an error quote with each of the following characteristics:

  1. a significant price gap;
  2. a price rebound in a short time period within a price gap;
  3. absence of rapid price movement before its appearance;
  4. absence of important macroeconomic indicators and/or corporate news of significant effect before its appearance.

“Spread” shall mean the difference between the Ask and Bid quotes.

“Storage” (also “Swap”) shall mean the charge for a position’s rollover overnight. Storage can be either positive or negative.

“Trading Account” shall mean the unique personified register of all completed transactions, open positions, orders and non-trading operations on the trading platform.

“Trading Platform” shall mean all programs and technology that present quotes in real time, allow the placement/modification/deletion of orders and calculate all mutual obligations of the Client and the Company. A trading platform consists of a Server and Client Terminal.

"Transitory Account" shall mean a Client’s non-trading account which is opened when registering My Account and is an accessory for the Client to carry out deposits of advance payments.

 “Transaction Size” shall mean the lot size multiplied by the number of lots.

“Website” shall mean the Company’s website at http://goodmen.eu

“Withdrawal” shall mean the withdrawal of funds from the Client’s Account and their transfer to the Client or the Client’s Authorized Person’s bank details as indicated by the Client in the “Withdrawal Request“.

“Withdrawal Request” shall mean an instruction given via the Client’s My Account on the Company website to withdraw funds from the trading account and transfer them to the Client’s External Account or the Account of the Client’s Authorized Person as specified in the instruction.

 “Written Notification” shall mean an electronic document (including emails, internal mail on the client terminal etc.) or an announcement on the “Company News” page on the Website. A written notice is considered to be received by the Client:

  1. an hour after being sent to the Client's email address;
  2. an hour after the news has been published in the “Company News” page on the Web-site.

Goodmen Brokers

Terms of Business for ECN Accounts

2016-10-10 02:25:07

1. Introductory Remarks

1.1. These Terms of Business shall govern all actions regarding the handling and execution of Client instructions and requests on ECN accounts.

1.2. These Terms of Business define:

a) principles of opening/closing positions and placing/modifying/deleting/executing orders;

b) the Company's actions in respect of the Client's open positions if the margin level on the trading account is insufficient to support such open positions;

c) procedures of dispute resolution and methods of communication between the Client and the Company.

1.3. All the terms and conditions which govern the Client's trading transactions are described in these Terms of Business, the Client Agreement, the Risk Disclosure and any other applicable documents which can be found in the “Agreements” section on the Company Website.

1.4. In addition to this document and other Regulatory Documents located on the Company Website, the Client should study the user guide for the Client Terminal.

2. General Terms

Quotes

2.1. The Company recalculates quotes for all trading instruments in real time based on market conditions and streaming prices/liquidity received from liquidity providers, and periodically provides the Client with these quotes as a market profile (Market Snapshots).

2.2. All quotes the Client receives through the Client Terminal are indicative and represent the best Bid and the best Ask price available on the market according to Liquidity Providers.

2.3. The Client acknowledges that:

a) the Company has the right not to provide the Client with these quotes if they have not changed since the previous Market Snapshot;

b) the Client may not have access to all the quotes in the Client Terminal that have been in the quotes flow between Market Snapshots;

c) the spread is not fixed and may vary depending on market conditions and streaming prices/liquidity received from liquidity providers.

Execution of Client Instructions

2.4. The procedure for handling Client instructions given through the Client Terminal is as follows:

a) the Client gives an instruction which is checked for validity within the Client Terminal and during which no preliminary calculation of floating loss/profit on positions takes place, nor does a calculation of the Stop Out level take place;

b) the Client Terminal sends the instruction to the Server;

c) if the connection between the Client Terminal and Server has not been disrupted, the Server receives the instruction and begins the verification process, during which no preliminary calculation of floating loss/profit on positions takes place, nor does a calculation of the Stop Out level take place;

d) a valid Client instruction is placed in a queue sorted by request or instruction arrival time and the “Order is accepted” status appears in the “Order” window of the Client Terminal;

e) as soon as the Company is ready to process a new instruction, the Company takes the first instruction from the queue and begins its processing and the status in the Client Terminal changes to “Order is in process”;

f) the Company sends the server the result of the execution of the Client request or instruction;

g) the Server sends the result of the Client request or instruction to the Client Terminal;

h) if the connection between the Client Terminal and Server has not been disrupted, the Client Terminal registers the result of the Client request or instruction.

2.5. The Client has the right to cancel a given request or instruction only if the request or instruction is still in the queue and has the “Order is accepted” status. To cancel an order, the Client must click the “Cancel order” button. The Client cannot cancel a request or instruction given by an Expert Advisor.

2.6. The Client has no right to cancel a given request or instruction if it is already being processed by the Company and has the status of “Order is in process”.

2.7. All matters regarding the current market price are at the sole discretion of the Company.

2.8. Client requests or instructions have a maximum standby time in the processing queue (3 minutes at the release of these Terms of Business). If the request or instruction has not been received by the Company within this time, it is automatically deleted from the queue. Once an instruction is received by the Company, the Company processes it as soon as practicably possible.

2.9. Execution of Client orders takes place according to market depth. In cases where there is insufficient liquidity to fulfill the order of the required volume at the first level of market depth, the execution will take place at the next price level until the order is fulfilled in full.

When the order is executed at multiple levels of market depth,  the price will appear in the terminal as a weighted average.

Calculation of the Weighted Average Price (WAP):

WAP = (P1*V1+P2*V2+...+Pn*Vn)/(V1+V2+...+Vn)

where:

P1 – price at the initial level of execution; V1 – volume executed at P1;
P2 – price at the next level of execution; V2 – volume executed at P2;

Pn – price at the final level of execution; Vn – volume at the final level of execution.

2.10. In the cases listed below, the Company has the right to decline a Client request or instruction, with either the message “Off quotes” or “Not enough money” appearing in the Client Terminal:

a) if the Client sends an instruction before the first quote appears in the trading platform at market opening;

b) if the Company is not able to hedge the trade with a Liquidity Provider; or

c) the Client's free margin level is less than the initial margin.

2.11. The Client shall only give instructions through the Client Terminal. To avoid problems associated with the inability to open or close positions, we recommend using Pending Orders including Stop Loss and Take Profit orders.

2.12. In order to open a position via the Client Terminal using an Advisor, a request is generated. If the Company offers a quote which differs from the Advisor’s quote for no more than the maximum deviation value, then the Advisor gives an instruction to the Server to open a position at the quote offered by the Company.

Trading Operations

2.13. The Ask price is used when making a “buy” transaction. The Bid price is used when making a “sell” transaction.

As such:

a) The Ask price is used to open a long position. The Bid price is used to open a short position;

b) The Bid price is used to close a long position (i.e. sell). The Ask price is used to close a short position (i.e. buy).

Rollover

2.14. The Rollover of positions from one day to the next begins at 23:59:45 Server time, affecting all positions which have been left open between 23:59:45 and 23:59:59 Server time. Positions are rolled over by either crediting or debiting the Client's trading account with an amount calculated in accordance with the rules specified in the “What happens when I leave my Forex positions open overnight” FAQ.

Trading Session

2.15 The trading session times for each instrument are indicated on the “Contract Specifications” on the Company Website.

Quote Base Synchronization

2.16. In cases where there is an unplanned interruption in the Server quotes flow caused by either a technical or software failure, the Company has the right to synchronize its quote base on the Server which provides services to real  Clients with other sources. These sources can include:

a) the quote base on the Demo Server;

b) any other reliable quote sources.

In the case that a dispute arises regarding a break in the quotes flow, all decisions shall be made in accordance with the synchronized quote base.

Leverage

2.17. Leverage size depends on the Client’s aggregated open position as indicated on the Company Website.

2.18. The Company has the right to change leverage for a trading account in accordance with the margin requirements with immediate effect and no prior notice.

2.19. The Company has the right to apply new margin requirements in accordance with paragraph 2.18 to any new positions or positions that are already open.

2.20. The Company has the right to change the leverage for a particular Client at any time and at its sole discretion with prior written notification.

Margin

2.21. The Client shall deposit and maintain the initial and/or hedged margin in the amount determined by the Company. These amounts should only be in the form of the Client’s cleared funds credited to the Company’s account.

2.22. Any margin which is not denominated in the deposit currency will be converted into the deposit currency at the current exchange rate on the international currency exchange market.

2.23. The Client shall pay the initial and/or hedged margin upon opening a position. The amount of initial and hedged margin for each instrument is specified the “Contract Specifications” section on the Company Website.

2.24. The Company is entitled to change the size of initial, necessary, or hedged margin:

a) for all Clients, giving written notification 1 (one) calendar day before these amendments are introduced;

b) individually for any Client to bring the leverage in line with the margin requirements as indicated in the Margin Requirements on the Company Website;

c) individually for any Client in emergencies without prior notification;

d) for all Clients in the case of a force majeure without prior notification.

2.25. The Client shall be responsible for maintaining the necessary margin level on the trading account.

2.26. The Company is entitled to apply clause 2.24 to all already open positions and tose to be newly opened.

2.27. The Company is entitled to close the Client’s open positions without the Client’s prior consent or any prior written notification if the equity falls below the necessary margin (Stop Out level).

2.28. The Client shall be obliged to pay the Company commissions, charges and other costs set out in the “Trade” section on the Company Website.

2.29. The Company may alter the size of commissions and other charges without any prior written notification. All alterations are published in the “Trade” section on the Company Website.

2.30. Subject to compliance with all applicable rules and regulations, the Company shall not be under any obligation to disclose to, or provide the Client with, any report of profits, commissions or other remunerations made or received by the Company on any of the Client’s trading operation, unless otherwise agreed in any of the Regulatory Documents.

2.31. The Company may periodically act on a Client’s behalf in relations with parties with whom the Company or another affiliated party has an agreement permitting the Company to receive goods or services in exchange for completing trading operations. The Company ensures that such arrangements shall operate in the best interest of the Client, for example, such arrangements shall grant access to information or other services which would not otherwise be available.

2.32. If the equity of the Client’s trading account becomes negative, the Client shall be liable for this loss and shall make a payment of the full and total amount due immediately.

Transfer of Inactive Accounts to the Archive

2.33. In case of an inactive account being transferred to the archive:

a) The Client acknowledges that the Company is entitled to transfer inactive trading accounts to the archive. The Client's inactive account shall be transferred from the trading terminal to the archive resulting in blocking the Client's access and ability to complete any operations but all account history being saved.

b) The Client can restore an archived trading account by filing a request in My Account.

c) The Company shall restore the trading account within 3 (three) working days since receiving the request to restore a trading account from the archive.

d) The Company shall give the Client written notification the day the trading account has been restored.

Deletion of Trading Account History

2.34. The Company reserves the right to delete Pending Orders that had been canceled either by the Client or the Company one week after cancellation from a trading account history.

3. Opening a Position

3.1. In order to give an instruction to open a position, the Client shall specify the following:

a) instrument;

b) transaction volume.

3.2. To open a position through the Client Terminal without using an Expert Advisor, the Client must click either “Buy by Market” or “Sell by Market”. The Client instruction to open a position may be executed at a price that differs from the quote in the Client Terminal during the last Market Snapshot in the following situations:

a) if the current quote has changed since the last Market Snapshot;

b) if the quote from the last Market Snapshot is for a lower transaction volume than the volume specified in the Client instruction.

In any case, the instruction will be executed at the best price available from the Company's Liquidity Providers.

Processing and Execution of Instructions to Open a Position

3.3. Once the Server has received the Client instruction to open a position, it automatically verifies that the free margin on the trading account is sufficient to open the position:

a) the cumulative Client position and new necessary margin (“New margin”) are calculated: for locked positions (Matched Positions) depending on the hedged margin, and for other positions depending on the initial margin which is determined by the average weighted price (in terms of volume) of all positions except for the locked ones;

b) all floating profit/losses at current quotes on all open positions are calculated;

c) “Free margin” is calculated as follows: Free Margin = Balance – New Margin + Floating Profit / Floating Loss;

d) if all the calculations mentioned above have been completed and:

"Free margin" is greater than or equals to zero: subject to paragraph 2.9, the position is opened. The opening is accompanied by a corresponding entry in the Server Log-File;

"Free margin" is less than zero, the Company reserves the right to decline the instruction to open the position and the “No money” message will appear in the Server Log- File.

3.4. A Client instruction to open a position shall be deemed executed and the position shall be open once the relevant record   appears in the Server Log-File.

3.5. Every open position in the trading platform has an assigned ticket.

3.6. An instruction to open a position shall be declined by the Company if it was given for processing prior to the first quote in the trading platform at market opening. In this case, the “Off quotes” message will appear in the Client Terminal window.

4. Closing a Position

4.1. In order to give an instruction to close a position, the Client shall specify the following:

a) ticket;

b) transaction volume.

4.2. To close a position through the Client Terminal without using an Expert Advisor, the Client must click “Close...” button. The Client’s instruction to close a position may be executed at a price that differs from the quote in the Client Terminal during the last Market Snapshot in the following situations:

a) if the current quote has changed since the last Market Snapshot;

b) if the quote from the last Market Snapshot is for a lower transaction volume than the volume specified in the Client’s instruction.

In any case, the instruction will be executed at the best price available from the Company's Liquidity Providers.

Processing and Execution of Instructions to Close a Position

4.3. If there are two or more locked positions in the list of open positions for the trading account, then when a request or instruction is given to close any of these positions, the “Close By” option appears in the drop-down “Type” list. After the Client chooses this option, a list of the positions opened in the opposite direction is shown. The Client may close locked positions of the same volume or partially close two locked positions with different volumes. In the case of the latter, the smaller position and the opposite part of the larger position are closed; the volume which remains becomes a new position and as such it is assigned a new ticket.

4.4. If there are two or more locked positions in the list of open positions for the trading account, when a request or instruction is given to close any of these positions, the “Multiple Close By” option appears in the drop-down “Type” list. The Client may close all locked positions for this instrument. In such a case, any remaining volume becomes a new position and as such it is assigned a new ticket.

4.5. The Client’s instruction to close a position shall be deemed executed and the position shall be deemed closed once the relevant record appears in the Server Log-File.

4.6. An instruction to close a position shall be declined by the Company if it was given prior to the first quote in the trading platform at market opening. In this case, the “Off quotes” message will appear in the Client Terminal window.

4.7. An instruction to close a position shall be declined by the Company if it is made when a Stop Loss or Take Profit order for this position is in the queue to be executed. In this case the “Off quotes” message appears in the Client Terminal window.

5. Pending Orders

Order Types in the Trading Platform

5.1. In order to open a position, the following Pending Orders may be used in the trading platform:

a) “Buy Stop” – an order to open a long position at the price higher than the price at the moment of placing the order;

b) “Sell Stop” – an order to open a short position at the price lower than the price at the moment of placing the order;

c) “Buy Limit” – an order to open a long position at the price lower than the price at the moment of placing the order;

d) “Sell Limit” – an order to open a short position at the price higher than the price at the moment of placing the order.

5.2. In order to close a position the following orders may be used:

a) “Stop Loss” – an order to close a previously opened position at the price less profitable for the Client than the price at the moment of placing the order;

b) “Take Profit” – an order to close a previously opened position at the price more profitable for the Client than the price at the moment of placing the order;

c) “If-Done Order” – Stop Loss and/or Take Profit which are activated once the Pending Order they are related to has been executed.

Time and Duration of Orders

5.3. The Client may place, modify or delete orders only within trading hours for the relevant instrument. The trading hours for each instrument are specified in the “Contract Specifications” section on the Company Website.

5.4. All Pending Orders for instruments that can be traded round-the-clock have a Good Till Cancelled (GTC) status and are accepted for an unlimited period of time. The expiry date and time can be set by the Client in the “Expiry” field.

5.5. All Pending Orders for instruments that are traded within a session have a Day Order (DO) status and are accepted only within the current trading session, and are removed by the Company at the end of the trading day.

5.6. Stop Loss and/or Take Profit for all instruments have “GTC” status (“Good Till Cancelled”) and are accepted for an unlimited period of time.

Order Placement Procedure

5.7. In order to give an instruction to place a Pending Order, the Client shall specify the following required parameters:

a) instrument;
b) transaction volume;

c) order type (Buy Stop, Buy Limit, Sell Stop, or Sell Limit);

d) order level.

In addition, the Client may indicate the following optional parameters:

a) Stop Loss level;
“0.0000” means that Stop Loss is not placed (or it is deleted if it has already been placed);

b) Take Profit level;
“0.0000” means that Take Profit is not placed (or it is deleted if it has already been placed);

c) date and time when the Pending Order expires.

The instruction  shall be declined if:

a) any of the required parameters is not specified or is incorrect;

b) one or more of the optional parameters is incorrect.

In this case, the “Invalid S/L or T/P” error message appears if the orders are placed via the client terminal without using an Expert Advisor.

5.8. If the Client gives an instruction to place Stop Loss or Take Profit, the following information shall be specified:

a) ticket of the open position which the Client intends to place the orders on;

b) Stop Loss level;
“0.0000” means that Stop Loss is not placed (or it is deleted if it has already been placed);

c) Take Profit level;
“0.0000” means that Take Profit is not placed (or it is deleted if it has already been placed).

If any of the indicated information is incorrect and the orders are placed via the client terminal without using an Expert Advisor, the instruction will be declined and the “Modify...” button will remain inactive.

5.9. If the Client gives an instruction to place the “If Done” orders on a Pending Order, the following parameters shall be specified:

a) ticket for the Pending Order which the Client intends to place the orders on;

b) Stop Loss level;
“0.0000” means that Stop Loss is not placed (or it is deleted if it has already been placed); and

c) Take Profit level;
“0.0000” means that Take Profit is not placed (or it is deleted if it has already been placed).

If any of the indicated information is incorrect and the orders are placed via the client terminal without using an Expert Advisor, the instruction will be declined and the “Modify” button will remain inactive.

5.10. While giving an instruction to place Stop Loss and/or Take Profit order on an open position or a Pending Order, the difference between the Pending Order level and the current market price shall not be less than the number of points indicated for each instrument in the Contract Specifications, and the following conditions shall be met:

a) for the Stop Loss order on a short position: the current market price is the Ask price and the order shall not be placed lower than the Ask price plus this number of points;

b) for the Take Profit order on a short position: the current market price is the Ask price and the order shall not be placed higher than the Ask price minus this number of points;

c) for the Stop Loss order on a long position: the current market price is the Bid price and the order shall not be placed higher than the Bid price minus this number of points;

d) for the Take Profit on a long position: the current market price is the Bid price and the order shall not be placed lower than the Bid price plus this number of points;

e) for the Buy Limit order: the current market price is the Ask price and the order shall not be placed higher than the Ask price minus this number of points;

f) for the Buy Stop order:  the current market price is the Ask price and the order shall not be placed lower than the Ask price plus this number of points;

g) for the Sell Limit the current market price is the Bid price and the order must not be placed lower than the Bid price plus this number of points; and

h) for the Sell Stop order: the current market price is the Bid price and the order shall not be placed higher than the Bid price minus this number of points.

5.11. While giving an instruction to place an If Done Order on a Pending Order, the Client shall take into consideration that the difference between the If Done Order level and the level of the Pending Order must not be less than the number of points indicated for each instrument in the Contract Specifications, and the following conditions must be met:

a) the Stop Loss on the Buy Limit or Buy Stop must not be placed higher than the level of the Pending Order minus this number of points;

b) the Stop Loss on the Sell Limit or Sell Stop must not be placed lower than the level of the Pending Order plus this number of points;

c) the Take Profit on the Buy Limit or Buy Stop must not be placed lower than the level of the Pending Order plus this number of points;

d) the Take Profit on the Sell Limit or Sell Stop must not be placed higher than the level of the Pending Order minus this number of points.

5.12. An instruction to place an order is deemed executed and the order is deemed placed once the relevant record appears in the Server Log-File.

5.13. Each Pending Order shall have a ticket.

5.14. An instruction to place an order shall be declined by the Company if it precedes the first quote at the Market Opening. In this case, the “Off quotes” message appears in the Client Terminal window.

5.15. The Company has the right, but not obligation, to decline an instruction to place an order if while processing this instruction by the Company, the current quote reaches the level at which at least one of the conditions in paragraphs 5.10 or 5.11 has been breached.

 Order Modification and Deletion

5.16. If the Client gives an instruction to modify Pending Order parameters (the level of the Pending Order and/or If Done orders on this Pending Order), the Client shall specify the following:

a) Ticket;
b) Pending Order level;

c) Stop Loss level;
“0.0000” means that Stop Loss is not placed (or it is deleted if it has already been placed);

d) Take Profit level;
“0.0000” means that Take Profit is not placed (or it is deleted if it has already been placed).

If any of the indicated information is incorrect and the orders are placed/modified/deleted via the Client Terminal without using an Expert Advisor, the instruction will be declined and the “Modify” button will remain inactive.

5.17. If the Client gives an instruction to modify Stop Loss and Take Profit on an open position, the Client shall specify the following:

a) Ticket;

b) Stop Loss level;
“0.0000” means that Stop Loss is not placed (or it is deleted if it has already been placed);

c) Take Profit level;
“0.0000” means that Take Profit is not placed (or it is deleted if it has already been placed).

If any of the indicated information is incorrect and the orders are placed/modified/deleted via the Client Terminal without using an Expert Advisor, the instruction will be declined and the “Modify ...” button will remain inactive.

5.18. When the Client gives an instruction to delete a Pending Order, the Client shall specify its ticket.

5.19. An instruction to modify or delete an order is deemed executed and the order is deemed modified or deleted once the relevant record appears in the Server Log-File.

5.20. An instruction to modify or delete an order shall be declined by the Company if it is given for processing before the first quote appears in the trading platform for this instrument at the Market Opening. In this case the “Off quotes” message appears in the Client Terminal window.

5.21. The Company has the right, but not obligation, to decline an instruction to modify or delete an order if, while being processed, the order has been placed in the queue in order to be executed in accordance with paragraph 5.23.

5.22. Where the Client has given an instruction to modify or delete an order, the Company has the right, but not the obligation, to cancel the order modification or order deletion if the processing of that instruction is finished after the order is placed in the queue to be executed in accordance with paragraph 5.23.

Order Execution

5.23. The order is placed in the queue to be executed in the following cases:

a) the Take Profit on open long position is placed in the queue to be executed if the Bid price in the quotes flow becomes equal or higher than the order level;

b) the Stop Loss on open long position is placed in the queue to be executed if the Bid price in the quotes flow becomes equal or lower than the order level;

c) the Take Profit on open short position is placed in the queue to be executed if the Ask price in the quotes flow becomes equal or lower than the order level;

d) the Stop Loss on open short position is placed in the queue to be executed if the Ask price in the quotes flow becomes equal or higher than the order level;

e) the Buy Limit is placed in the queue to be executed if the Ask price in the quotes flow becomes equal or lower than the order level;

f) the Sell Limit is placed in the queue to be executed if the Bid price in the quotes flow becomes equal or higher than the order level;

g) the Buy Stop is placed in the queue to be executed if the Ask price in the quotes flow becomes equal or higher than the order level;

h) the Sell Stop is placed in the queue to be executed if the Bid price in the quotes flow becomes equal or lower than the order level.

5.24. Once the Pending Order is placed in the queue in order to be executed, the Server automatically checks if the Free Margin is sufficient to open the position:

a) new Necessary Margin (New Margin) for a cumulative Client position is calculated: for Locked Positions depending on the Hedged Margin; for other positions depending on the Initial Margin, which is calculated at the average weighted price (in terms of volume) of all positions except the locked ones;

b) if the Pending Order Level is in a price gap, the Floating Profits/Losses for all open positions are calculated at the current quotes at the moment the order is placed in the queue in order to be executed;

c) “Free Margin” is calculated according to paragraph 3.3;

d) if the above mentioned calculation for new positions have been completed and “Free Margin” is less than zero, then the Company reserves the right to decline the Instruction to open the position and delete the Pending Order. In this case, the “No money” message will be recorded in the Server Log-File.

5.25. An order is deemed executed once the relevant record appears in the Server Log-File.

5.26. In case of Pending Order execution, the process of opening the position is followed by the relevant record in the Server Log-File and the position opened by this order has the same ticket as the Pending Order.

5.27. If Liquidity Providers are unable to provide adequate liquidity to completely fulfill an order, the order will be partially fulfilled. The remaining volume will be accounted for in a new Pending Order with the same parameters as the original Client’s order.

5.28. The Company can fulfill Buy Limit, Sell Limit and Take Profit orders at requested price or at a better price at the moment the order is executed.

5.29. If there is insufficient liquidity at the order level, the Company may execute Buy Stop, Sell Stop and Stop Loss orders at the current available price at the moment the order is being fulfilled. The Client agrees that the execution price may differ from the order level.

6. Stop Out

6.1 The Company is entitled to forcibly close the Client’s open positions without the Client’s prior consent or any prior notice given to the Client if the level of equity in relation to the margin on the trading account breaches the Stop Out level. The Stop Out level is indicated in the “Trade” section on the Company Website.

6.2. Margin Level is monitored by the Server and, subject to paragraph 6.1, the Server generates the Stop Out instruction to close a position without the Client’s prior consent. Stop Out is executed at the current price available when the order is being executed.

The Client agrees with the fact that the execution price may differ from that of the quote price generated by a Stop Out instruction.

The involuntary closure of positions shall be accompanied by a record made in the Server Log-File with the “Stop Out” remark.

6.3. The Stop Out in some cases may be executed at the price at which the Company has hedged the trade. The Company has the right to adjust this price to reflect the cost of hedging.

6.4. If the Client has several open positions, the first position to be placed in the queue for closing shall be the one with the highest floating loss.

6.5. If a Stop Out execution has resulted in negative equity on the Client’s trading account, the Client shall be liable for this loss and shall make a payment to the Company of the full and total amount due immediately.

6.6. The Company retains the right to forcibly close any of the Client’s open positions without providing any prior notification whilst a dispute is ongoing.

6.7. If the Company changes the list of trading instruments, the Company shall have the right to forcefully close any of the open positions should these positions involve the use of instruments which are no longer provided by the Company. The closure of positions will take place at the last available price.

7. Communications

7.1. In order to communicate with the Client, the Company may use:

a) trading platform internal mail; b) email;
c) telephone;
d) post;

Contact details provided by the Client whilst opening a trading account or updated in accordance with paragraph 7.3 of these Terms of Business shall be used by the Company and the Client agrees to accept any notices or messages from the Company at any time.

7.2. Any communications sent to the Client (documents, notices, notifications, confirmations, statements etc.) are deemed received:

a) if sent by email, one hour after emailing it;

b) if sent by trading platform internal mail, immediately after sending it;

c) if by telephone, once the telephone conversation has been finished;

d) if sent by post, 7 (seven) calendar days after posting it; and

7.3. The Client shall notify the Company immediately of any change in the Client’s contact details.

7.4. Each trading operation of the Client is confirmed in a daily trading report (Confirmation) which is sent by email on the next business day after the execution.

7.5. On the first day of each month, the Company shall email a statement which includes all transactions during the previous month (Statement).

7.6. The Client acknowledges that any telephone conversation between the Client and the Company may be recorded on magnetic or electronic media. Any recordings shall be the sole property of the Company and shall be accepted as evidence of the instructions given by the Client. The Client agrees that the Company may deliver these recordings to any court, regulatory or government authority.

8. Procedure for Dispute Resolution

Complaint Procedure

8.1. If any conflict situation arises when the Client reasonably believes that the Company as a result of any action or failure to act breaches one or more conditions of these Terms of Business, the Client is entitled to lodge a complaint with the Company as soon as reasonably practicable but in any case within 2 (two) business days after the grievance has arisen.

8.2. To lodge a complaint for each disputed situation, the Client shall fill in a standard ticket form in the corresponding section of My Account. Complaints are automatically assigned with a unique number (TID), the confirmation of which is sent to the Client. All

complaints lodged by any other means (by email, telephone, etc.) shall not be considered.

Any correspondence regarding a complaint after it has been lodged shall be carried out preserving the subject heading and indicating the unique TID number.

8.3. A complaint shall include:

a) Client’s name and surname;

b) Client’s login in the trading platform;

c) details of when the conflict first arose (date and time in the trading platform time zone);

d) order numbers of all the disputed positions and/or Pending Orders;

e) description of the disputed situation with references to the appropriate paragraph(s) of these Terms of Business which the Client believes to have been breached.

8.4. The complaint shall not include:

a) emotional assessment of the disputed situation;

b) offensive language;

c) obscenities.

8.5. The Company is entitled to refuse a complaint if any of paragraphs 9.1, 9.2, 9.3 or 9.4 of these Terms of Business have been breached.

Server Log-File

8.6. The Server Log-File is the most reliable source of information in a case of any dispute. The Server Log- File information has the absolute priority over other arguments when considering a disputed situation including over the Client Terminal Log-File as the Client Terminal Log-File does not register every stage of the execution of the Client’s instructions.

8.7. If the Server Log-File has not recorded the relevant information to which the Client refers, the argument based on this reference may not be considered.

Indemnification

8.8. The Company may resolve all disputes:

a) by crediting/debiting the Client’s trading account: this correcting entry will have the “Indemnification” explanatory remark;

b) by reopening erroneously closed positions;

c) by deleting erroneously opened positions or placed orders.

The Company shall choose the method of dispute resolution at its sole discretion from the options listed above in each specific case.

Where disputes arise for which these Terms of Business do not make provisions, the decision for how the case shall be resolved will rest with the Company in accordance with the common market practice in a way that the Company sees as fair.

If the quotes flow has been interrupted due to a software and/or hardware failure, all decisions in respect of the dispute will be made on a basis of the quote base synchronized in accordance with paragraph 2.13 of these Terms of Business.

8.9. If the Client had an intention to complete an action, but the action was not actually completed for any reason, the Company shall not be liable to the Client for any lost profit or incurred loss arising from the uncompleted action.

8.10. The Company shall not be liable to the Client in respect of any indirect or non-financial damage (including emotional distress etc.).

8.11. The Complaint and Dispute Department shall consider any Client complaint or dispute and shall deliver a judgment within the shortest period of time possible. The dispute shall be considered within five business days on receiving. In certain situations this deadline may be extended.

8.12. The Company shall take steps to resolve a dispute in accordance with paragraphs 8.8 (a), (b) and/or (c) immediately on taking a decision on the matter, but not later than one business day from the moment a decision regarding the dispute has been made.

The Client acknowledges that the Company has the right to unable the Client to manage positions which are the subject of a dispute whilst the case is being considered by the Company and the steps are being taken towards the dispute resolution. No complaint made by the Client in regard to the Client’s inability to manage the position shall be accepted.

The Client acknowledges that the Company is entitled not to specifically notify the Client that the dispute has been resolved and the instruction has been executed and the Client shall be responsible for all the risks in this respect.

Refusal of Complaint

8.13. No complaints shall be considered regarding unprocessed instructions which were sent by the Client during Server maintenance work if the Client had been notified of such such maintenance work via trading platform internal mail or in any other way. The fact that the Client has not received a notice shall not constitute a reason to lodge a complaint.

8.14. No complaints shall be considered regarding the time of order execution provided that conditions specified in paragraph 5.23 have not been breached, notwithstanding the amount of time the Company needs to execute the order as well as the notwithstanding the time when the Server Log-File recorded the order execution.

8.15. No complaints shall be considered regarding the cancellation of financial results from deals made using excess Free Margin on the trading account gained as a result of a profitable deal (subsequently cancelled by the Company) at an Error Quote (spike) or at a quote received as a result of a Manifest Error.

8.16. In respect of all disputes, any references by the Client to the quotes of other companies or information systems shall be considered improper and shall not be taken into account.

8.17. Under these Terms of Business, both the Company and the Client have the right to initiate the dispute resolution process.

9. Terms and Interpretation

10.1. If there is not an unambiguous definition for one of the terms in this document, the interpretation of this term should be based on the definition in the Client Agreement.

10.2. In these Terms of Business:

“Bar”, “Candlestick” shall mean a chart element, which shows opening and closing prices, as well as the lowest and the highest prices for a definite period of time (for example, minute, 5 minutes, a day, a week).

“Buy Limit” shall have the meaning given in paragraph 5.1.

Buy Stop Limit shall have the meaning given in paragraph 7.2.

“Client Terminal Log-File” shall mean the file which is created by the Client Terminal in order to record all the  requests and instructions sent by the Client to the Company with an accuracy to a second.

“Client” shall mean a legal entity or an individual being a party to a contract with the Company in respect of making transactions subject to Margin Trading.

“Client Agreement” shall mean an agreement between the Company and the Client which is concluded upon the Client’s acceptance of the terms of the Company’s public offer.

“Day Order” shall mean an order which is automatically deleted at the end of the trading session.

“Company” shall mean the Server or Company’s employee who is authorized to process the Client’s requests and instructions, execute orders and Stop Outs.

“Expert Advisor” shall mean an algorithm in the form of a program based on MetaQuotes Language 4 which gives instructions and requests to the server via the Client Terminal.

“Free Margin” shall have the meaning given in paragraph 3.3.

“GTC” (“Good Till Cancelled”) shall mean an order which is valid until the Client sends an instruction to delete the order.

“If Done Order” shall have the meaning given in paragraph 5.2.

“Liquidity Provider” shall mean a bank or an ECN which streams tradable prices to the Company and may be used by the Company to hedge the Client’s deals.

“Manifest Error” shall mean opening/closing a position or executing an order by the Company at the price which significantly differs from the price for this Instrument in the quote flow at the moment of taking this action, or any other action or inaction by the Company regarding erroneous fixation of prices at the market at a certain moment in time.

“Market Opening” shall mean re-starting trade after weekends, holidays or trading session time gaps.

“Market Order” shall mean an instruction from the Client to the Company to open a position at the current market price.

“Market Snapshot” shall mean quote flow for instruments at a particular moment in time.

“Pending Order” shall mean an instruction from the Client to the Company to open or close a position once the price has reached the level of the order.

“Point”/“Pip” shall mean the smallest value in which a currency rate may change.

“Price Gap at Market Opening” shall mean any of the following:

a) the first Bid of the current trading session is higher than the last Ask of the previous session;

b) the first Ask of the current trading session is lower than the last Bid of the previous session.

“Sell Limit” shall have the meaning given in paragraph 5.1.

“Sell Stop” shall have the meaning given in paragraph 5.1.

Sell Stop Limit shall have the meaning given in paragraph 7.2.

“Server Log‐File” shall mean the file created by the Server which records accurately to a second all instructions sent by the Client to the Company as well as the results of their processing.

Stop Limit Level shall mean the level at which a Buy Limit/Sell Limit Pending Order is placed following the activation and execution of a Buy Stop Limit/Sell Stop Limit order.

“Stop Loss” shall have the meaning given in paragraph 5.2.

“Stop Out” shall mean an instruction generated by the server to forcibly close the Client’s open positions (without the Client’s consent or any prior notice to the Client in a case of insufficient funds required for maintaining open positions).

“Take Profit” shall have the meaning given in paragraph 5.2.

“Ticket” shall mean the unique identity number assigned for each open position or Pending Order or deposit/withdrawal transaction in the trading platform.

“Trailing Stop” shall mean 1) the “Trailing Stop” value set by the Client; 2) the following algorithm of managing “Stop Loss” orders:

a) if the profit for an open position is less than or equals the Trailing Stop value, no action shall be taken;

b) as soon as the profit for an open position exceeds the Trailing Stop value, an instruction shall be sent to the Server to place a “Stop Loss” order at the distance of the Trailing Stop value from the current price.

c) once a new Quote has been received at the distance exceeding the distance between the Trailing Stop value and the placed Stop Loss order, the instruction shall be sent to

the Server to adjust this order level so that it should be at the distance of the Trailing Stop from the current price.

 “Trailing Stop” shall be executed only when the Client Terminal is started, on-line and has been successfully authorized on the Server.

Partnership Program Regulations

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Client agreement – General service contract the conditions of which are applied to the Partner. 
Partner the Client of the GoodMen Brokers (hereinafter referred to as “GMB”)  who recommends GMB services to third parties, not yet GMB clients, by redirecting them to  GMB according to these regulations 
(*Explanation: When provisions of the General service contract  are applied for all Clients – both Partners and other Clients – the term “Client” is used, and when provisions of the General service contract are applied only for Partners, the term “Partner” is used). 

1. These regulations determine the conditions of the Partnership program. 
2. The Partnership Program Regulations are a Supplement to the General service contract, which come into effect after the Partner agrees with the rules of the Company. When using this service, all conditions of the General service contract as well as additional conditions set in this Supplement are applied to the Partner. Terms in this Supplement are used in the meaning indicated in the General service contract. 
3. In order to use the Partnership Program, the Partner has to be a registered Client of the GMB who has expressed their consent to the conditions of the General service contract and these Regulations. 
4. The Partnership Program provides the Partner with the opportunity to receive a reward for the recommendations of GMB services to third parties who are not yet GMB clients, and for their redirection to use GMB services. 
5. Partners registered to participate in the Partnership Program receive a unique link to the GMB web-site for the registration of new clients found by them. The Partnership Program Regulations remain valid and only those clients who have registered through the unique link send by the Partner are deemed the new clients found by the Partner for whom the reward is paid.
6. The Partner shall recommend and redirect only clients having honest aims and good reputation. GMB following its internal risk management rules, has the right to refuse to register a person redirected by the Partner without indicating reasons thereof. 
7. According to the Partnership Program, the reward is paid as a part of the GMB profit received from the new clients recommended by the Partner.
8. The Partner's reward for Recommendations are specified in the Referral Program Table. 
9. The reward set forth in these Regulations shall be paid within an indefinite period of time, i.e. all the time during which the new clients found by the Partner will use the services of the GMB. 
10. The Partner should be acceptable for both GMB and the new client. The Client brought by the Partner can refuse the person who recommended them, but not earlier than 12 months after the registration. 
11. According to the Partnership Program, GMB shall pay the Partner a reward for each month.
12. The Partner shall bear full responsibility for paying the state all of the relevant taxes applied to them for the income received from GMB according to these Regulations. 
13. When searching for new clients and giving recommendations to third parties, the Partner shall not violate the legislation of St Vincent and the Grenadines or any other state, where recommendations will be provided. Recommendations shall be provided only by legal means. The content or the method of providing recommendations shall not violate the rights of GMB or other third parties. GMB draws the Partner's attention and warns that sending any advertising information to persons without their consent is strictly forbidden, and statutory sanctions may be applied to the sender. 
14. The Partner shall take the whole responsibility for their actions when sending recommendations and warrants that their actions will not violate the legislation, and is responsible for all the losses which may arise due to inadequate compliance (or non-compliance) with the legislation when executing the Partnership Program. GMB has the right to refuse to pay the reward to the Partner under the Partnership Program Regulations if the Partner violates the applicable legislation when providing recommendations. 
15. If it is observed that the Partner does not comply with these regulations, violates the applicable legislation, can potentially damage the business reputation of GMB, cheats, or violates the interests of GMB in any other way when exercising the Partnership Program, GMB has the right to demand to terminate the Partner's actions immediately, terminate the payment of the reward to the Partner under these Regulations, and demand to compensate incurred losses. 
16. GMB in no case shall be responsible for any of the Partner's expenses or losses incurred by the Partner when providing recommendations under  these Regulations. 
17. The Partner understands that these Regulations do not create any joined activity, partnership, representation or employment relations between GMB and the Partner. No authorities to create liabilities on behalf of GMB are provided to the Partner. 
20. The Regulations can be changed in accordance with the General service contract.

Risk Disclosure

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This document is a disclosure by GoodMen Brokers Limited(hereinafter referred to as “Company”), which provides the My Account service to the Client under the terms and conditions of the Client Agreement (hereinafter referred to as “Client Agreement”) , of the potential risks involved in trading on financial markets and warn the Client of the potential losses associated with these risks. However, due to the wide range of possible scenarios, this document cannot disclose all risks inherent in trading on financial markets. The terms used in this document have the same meaning as defined in the corresponding Regulatory Documents which include all the documents located in the “Regulatory Documents” section on the Company Website.

1. Effect of “Leverage”

1.1. When executing trading operations under margin trading conditions, even small market movements may have great impact on a Client’s trading account due to the effect of leverage. The Client must consider that if the trend on the market is against them, the Client may sustain a total loss of their initial deposit and any additional funds deposited to maintain open positions. The Client shall hold full responsibility for all risks, financial resources used and chosen trading strategy.

1.2. We highly recommend maintaining a Margin Level no lower than 1,000%, as well as placing Stop Loss orders to limit potential losses.

2. Highly Volatile Instruments

2.1. Many instruments are traded within wide ranges of intraday price movements, which provides for a high probability of both profit and loss.

3. Technical Risk

3.1. The Client shall assume the risk of financial loss caused by the failure of information, communication, electronic and other systems.

3.2. When executing trading operations through the Client Terminal, the Client shall assume the risk of financial loss, which can be caused by:

  • a)  the failure of Client hardware, software and internet connection;
  • b)  the improper operation of Client equipment;
  • c)  the wrong settings in the Client Terminal;
  • d)  delayed Client Terminal updates;
  • e)  the Client’s ignorance of the applicable rules described in the Client Terminal User Guide and in the FAQ section.

3.3. The Client acknowledges that at the moment of peak load there may be some difficulties in getting telephone communication with the duty operator, especially on the fast market (for example, when key economic indicators are released).

4. Abnormal Market Conditions

4.1. The Client shall acknowledge that under abnormal market conditions, the execution time for Client instructions may increase.

5. Trading Platform

5.1. The Client shall acknowledge that only one request or instruction is allowed in the queue at the Server. Once the Client has sent a request or instruction, any other request or instruction sent by the Client will be declined. In the “Order” window, the “Order is locked” message will appear.

5.2. The Client shall acknowledge that the only reliable source of quoting information is the server for Clients with live accounts. The quote base in the Client Terminal shall not be considered a reliable source of quoting information, as in the case of a bad connection between the Client Terminal and the Server, some of the quotes in the quote flow may simply not reach the Client Terminal.

5.3. The Client shall acknowledge that when the Client closes the ‘place/modify/delete an order’ window, as well as the ‘open/close a position’ window, the instruction or request  sent for processing will not be cancelled.

5.4. The Client shall assume the risk of executing unplanned transactions in the case when the Client resends an instruction before receiving the result from the instruction sent previously.

5.5. The Client shall acknowledge that in case of receiving an instruction by the Server to modify the level of a pending order and the levels of Stop Loss and/or Take Profit orders at the same time after the order has already been executed, the only instruction that will be executed is the instruction to modify the Stop Loss and/or Take Profit levels on the position opened on that order.

6. Communications

6.1. The Client shall assume the risk of any financial loss caused by the Client’s either not receiving or delayed receipt of a notification from the Company.

6.2. The Client shall acknowledge that unencrypted information transmitted by email is not protected from unauthorized access.

6.3. The Client shall agree that the Company has the right to delete messages sent to the Client through internal mail 3 (three) days after they have been sent, despite the fact that the Client may not have received them yet.

6.4. The Client shall hold full responsibility for the safekeeping of information received from the Company and assumes the risk of any financial loss caused by unauthorized access to the Client’s trading account by a third party.

7. Force Majeure

7.1. The Client shall assume all risks of financial loss caused by a force majeure.

8. Statutory Prohibitions and Restrictions

8.1. The Client shall assume all financial and other risks when completing operations (or actions connected with these operations) on financial markets that are statutorily prohibited or restricted by the legislation of the country in which the Client is a resident.

GoodMen Brokers Limited