FlexInvest

Terms and Conditions

Please note that definitions and interpretations are provided in Clause 39 at the end of these Terms and Conditions (the “Terms”).

Preamble:

Please carefully review these Terms before proceeding to open an Account with us. By initiating the Account opening process, you acknowledge and agree to be legally bound by these Terms.

You can formally accept the Terms on our Mobile Application by selecting the declaration affirming that you have read, comprehended, and consented to the Terms. Failure to accept these Terms will prevent you from opening an Account with us. These Terms will become effective on the date you accept them through our Mobile Application.

References to clauses within this document shall pertain solely to clauses contained in this Agreement unless explicitly indicated otherwise.
Headings, capitalized letters, and highlighted or bolded words and phrases are provided for convenience only and shall not alter the interpretation of this Agreement.
Any words or phrases that follow terms such as “including,” “include,” “in particular,” or any similar expression should be considered illustrative and shall not restrict the meaning of the words preceding those terms.

1. Introduction

1.1. Throughout these Terms (referred to as the ‘Agreement’), any mention of ‘we’, ‘us’, ‘our’, ‘ours’, and ‘ourselves’ shall denote Investium Limited (the ‘Company’). Similarly, any reference to ‘the Client’, ‘you’, ‘your’, ‘yours’, and ‘yourself’ shall pertain to you as a customer utilizing our services under this Agreement.

1.2. Investium Limited (‘the Company’) is authorized and regulated by the Cyprus Securities and Exchange Commission (“CySEC”). Our CySEC license number is 421/22, which can be verified on CySEC’s website: https://www.cysec.gov.cy/en- GB/entities/investment-firms/cypriot/94536/. Our registered office is located at 6 Nikou Georgiou, Office 302, 1095 Nicosia, Cyprus. Additionally, we are registered in Cyprus under company number HE 412142. We conduct our operations under the name “FlexInvest” and the website www.flexinvest.com (the ‘Website’).

2. Scope of the Agreement

2.1. The Agreement between you and us encompasses this document, the Order Execution Policy, Disclosure Notice, Client Complaints Policy, Privacy Policy, Cookies Policy, Margin Trading Terms, all accompanying schedules, referenced ancillary documents, any subsequent amendments, and any supplementary terms and conditions issued by us periodically (collectively referred to as the “Agreement”).”

3. Client Acceptance and Categorization

3.1. Pursuant to Applicable Law and regulations, we are obligated to conduct a Know Your Customer (KYC) Process to identify and verify our customers. This process may involve obtaining documentary evidence of your identity, including but not limited to your name, date of birth, and address. By agreeing to these terms, you acknowledge that we may also use additional online electronic verification tools that may require further details, documents, photos, and video evidence from you. Failure to satisfactorily prove your identity may result in your inability to open or maintain an Account with us.

3.2. Additionally, we reserve the right to request further personal information from you to ensure compliance with tax requirements in other jurisdictions where you choose to invest. Failure to provide such information may result in a higher withholding tax on income, as detailed in Clause 22.2.

3.3. We may assess the appropriateness of certain complex products for you based on your knowledge, experience, and understanding of associated risks. You will only be permitted to place orders for such complex products upon successful completion of the relevant assessment. If we determine that dealing with these complex products is inappropriate for you, we will inform you accordingly and refrain from executing the order(s).

3.4. We will not accept you as a Client or initiate the provision of our Services until:

a. The KYC Process has been satisfactorily completed.
b. It has been determined that you have successfully passed the Appropriateness Test, where applicable.
c. The Target Market Assessment has been successfully completed.

Only upon completion of our client acceptance process and receipt of confirmation from us will we extend our Services to you. Until that time, you will be considered a Prospective Client and may access certain sections of the Application for evaluation purposes. During this period, you will be bound by the terms outlined in this Agreement.

3.5. To adhere to applicable regulations, we classify our clients into three categories: “retail clients,” “professional clients,” and “eligible counterparties.”

3.6. Unless expressly notified otherwise in writing, we consider you a Retail Client in accordance with the CySEC Rules. Requests for re-classification as a Professional Client will not be accepted.

As a Retail Client, you will be entitled to the following non-exhaustive list of regulatory protection rights:

a. Receive information regarding the provided Services.
b. Receive the best possible result on your Orders as outlined in Clause 20 and our Order Execution Policy.
c. Receive all necessary regulatory information concerning the execution of your Orders.
d. Be promptly notified if we become aware of any significant difficulties related to the proper execution of your Orders.
e. Be eligible for compensation under the Investors Compensation Fund as detailed in Clause 25.

4. Services

4.1. The Company, under its CIF authorization, is authorized to provide the following services:

a) Reception and transmission of orders in relation to one or more financial instruments,
b) Execution of orders on behalf of clients,
c) Dealing on Own Account.
Additionally, the Company may provide ancillary services in accordance with its CIF authorization:
a) Safekeeping and administration of financial instruments, including custodianship and related services,
b) Granting credits or loans to an investor to allow them to carry out a transaction in one or more financial instruments,
c) Foreign exchange services connected to the provision of investment services.

The Company offers services exclusively in respect of the following Financial Instruments:

a) Transferable securities;
b) Money-market instruments;
c) Units in collective investment undertakings;
d) Options, futures, swaps, forward rate agreements, and any other derivative contracts relating to securities, currencies, interest rates or yields, emission allowances, or other derivative instruments, financial indices, or financial measures which may be settled physically or in cash.

4.2. Our services are offered strictly on an “execution-only” basis, meaning all investment decisions are made solely by you. You retain full control over your investment strategy and choices, and are solely responsible for all Orders placed and for regularly monitoring your Investments. We do not provide advice or recommendations regarding your investments, transactions, or trading decisions. We reserve the right to determine, at our discretion, the manner in which Transactions are executed. You agree that we may determine in our absolute discretion whether we will effect any Transaction for you as principal, as matched principal, as agent or partly as principal, partly as matched principal and partly as agent or in any combination thereof. You agree that we may effect a Transaction for your benefit and at your expense but in our name.

4.3. It is recommended to seek professional advice to determine the suitability of intended Investments. While we may provide factual information regarding our products and their associated risks or general financial market information, such information is not tailored to your individual circumstances.

4.4. Utilizing our services involves a significant level of investment risk. Any Orders you place for Transactions are done so at your own risk and expense.

4.5. By utilizing the Services, including our Website and Application, you acknowledge and agree that:

a. Unauthorized use, storage, reproduction, display, modification, sale, publication, or distribution of content and information related to the Services is strictly prohibited without our prior written consent.
b. You shall not employ the Services for any unlawful or unauthorized purposes.

4.6. We do not provide tax or legal advice concerning the Services. You are solely responsible for fulfilling any and all tax obligations applicable to you, including reporting and payment of all relevant taxes, duties, or other fiscal obligations related to the Services. This is without prejudice to the Company’s best-effort obligations under Clauses 11.8 and 22.2.

4.7. We will act on your behalf to execute various types of Orders in accordance with our Order Execution Policy.

4.8. Joint or multiple accounts are not permitted, and you acknowledge that you are not authorized to hold more than one Account in your name. Breach of this rule may lead to the termination of all agreements with us. We reserve the right to apply a currency conversion charge for each inter-account currency conversion, as stipulated in our Fees page on our Website.

5. Your Rights and Obligations

5.1. You acknowledge that you are not permitted to open and/or operate an Account with us on behalf of a third party, regardless of your legal relations. You are expressly prohibited from utilizing our Services for Algorithmic Trading purposes or for offering any commercial services, including but not limited to acting as an agent, broker, and/or asset manager, even if such services are legally authorized. We reserve the right to unilaterally close any account identified to be in violation of this provision, and we shall not be held liable for any losses, damages, costs, or expenses resulting from our actions under this clause.

5.2. You are required to furnish us with the necessary information to ensure compliance with all CySEC Rules and all relevant anti-money laundering regulations. You guarantee that any information provided to us is complete, accurate, and not misleading in any manner. We retain the right to decline applications from jurisdictions deemed to pose high risk, in accordance with our ongoing legal and regulatory obligations.

5.3. You warrant, on a continuous basis, that by entering into this Agreement and any Transactions under it, you will not contravene any applicable regulations.

5.4. You consent to receiving Key Information Documents (“KIDs”) for those Products subject to the Packaged Retail and Insurance-based Investment Products Regulation (“PRIIPs”) via our Website or otherwise.

5.5. You assume full responsibility for monitoring your Account. You agree to promptly notify us if you become aware of:

a. The loss, theft, or unauthorized use of your Application Credentials, email, password, PIN, or account number.
b. Your failure to receive a message or partial message from us indicating the receipt, rejection, and/or execution of an Order.
c. Any inaccuracies in your Account(s) balances, statements, contract notes, records, assets, or transaction history, or if there are any discrepancies in the assets or money held.

5.6. You are responsible for maintaining the confidentiality of your Application Credentials at all times, and you must take all necessary precautions to:

a. Prevent any unauthorized use by others.
b. Refrain from disclosing your Application Credentials to any individual, including our employees, whether electronically, over the telephone, or through other means.
c. Avoid using your account number, either in full or in part, as your password.
d. Ensure that you are not overheard when communicating with us over the telephone.

e. Avoid leaving your mobile phone or other devices unattended while logged into the Application.

5.7. Failure to comply with the obligations outlined in this clause 5 may impact our ability to provide our Services to you. Consequently, we reserve the right to:

a. Decline to open an Account for you.
b. Refuse to execute transactions on your behalf.
c. Refuse to process payments or transfer Investments from your Account.
d. Close your Account.
e. Take any other necessary steps to ensure compliance with regulatory requirements.

6. Our Rights and Obligations

6.1. We are obligated to assess and define a target market for the investment products that are manufactured for, distributed, or sold to you. In our capacity as a product manufacturer, where applicable, and/or distributor (seller), we will periodically evaluate investments and share information on them to enable us to take any necessary steps to enhance outcomes for you as our client.

6.2. We reserve the right to take any action that we, in our reasonable discretion, deem necessary to ensure compliance with applicable laws and regulations. We shall not be held liable for any losses, damages, or delays arising from our compliance with any statutory or regulatory requirements.

6.3. Prior to accepting your Instruction concerning Investments and Shares listed in the US, we will request you to sign and upload on the Application a W-8BEN form.

6.4. We will not accept Instructions when:

a. The relevant market is closed for trading.
b. You do not have sufficient funds in your Account to execute the Transaction.
c. There are events described as “Force Majeure” pursuant to Clause 32 of the Agreement.

6.5. We will furnish a Statement and Confirmation of your Transactions, along with an account balance and a record of all Transactions for your account, via the Application or email. Unless there is a Manifest Error, the Statement and Confirmation will be deemed binding on you. It is your responsibility to review the electronic Statements received from us and promptly notify us of any discrepancies.

6.6. We will establish an Account in your name. You will be able to engage in trading once you deposit sufficient funds in you Account and the Account has been verified.

6.7. We reserve the right to introduce new Investments and Market Hours for trading on the Application and to suspend and/or remove any Investments and Market Hours from the Application at our sole discretion.

6.8. We retain the right to immediately impose a Sell-only Limitation under the following circumstances:

a. If we suspect unlawful activity.
b. If we suspect restricted or abusive trading activity.
c. In the event of termination of the Agreement without prior notice under the applicable provisions herein.
d. To comply with any regulatory obligations, including instances where you have not provided legally required information.
e. If you have not accessed your Account for a consecutive period of twelve (12) months, we reserve the right to request verification of your personal details as outlined in Clause

3. In such instances, we may implement a Sell-only Limitation until we are satisfied that your KYC details are up-to-date.

f. If we have reasonable grounds to believe that permitting you to continue trading would be detrimental to us, you as a client, other clients of ours, and/or financial markets. In the aforementioned situations, we will notify you upon the implementation of a Sell- only Limitation.

6.9. We reserve the right to implement a Sell-only Limitation with a fourteen (14) calendar days prior notice in the following instances, which may include but are not limited to:

a. When we have issued you a notice informing you of our intention to terminate our business relationship with you or close your account.
b. In cases where you have not provided your express consent whenever requested, including instances where express consent is necessary for the introduction of new features or services on the Application or the modification of existing ones.

6.10. If an issuer company declares bankruptcy or is delisted from the respective stock exchange, we may endeavour to obtain prices for the instrument on the over-the-counter (OTC) market. If this proves unfeasible, you will be notified that your Positions in shares or other Financial Instruments of this company will be closed, and you agree to accept the closing prices.

6.11. Pursuant to article 11(a) of the Law on Distance Marketing of Financial Services to Consumers of 2004 (242(I)/2004) or any similar laws applicable to you, considering the nature of the investment services provided by us under this Agreement, which are subject to fluctuations in the financial market beyond our control, you do not possess the right to withdraw from the Agreement without incurring all applicable costs, charges, and deductions based on the outcomes of your transactions.

7. Exclusion of Liability

7.1. We shall not be held liable for any losses, damages, costs, or expenses incurred or suffered by you under this Agreement unless directly resulting from our negligence, wilful default, or fraud. Under no circumstances shall we be liable for consequential loss or special damages.

7.2. Nothing in this Agreement shall limit our liability concerning death or personal injury caused by our negligence. You and we agree that this provision will remain valid and enforceable despite any termination of this Agreement.

7.3. The Company shall not be held liable for any loss, cost, or charge incurred directly or indirectly from the exercise of our right to impose restrictions on the Account or take any other action as provided in this Agreement.

7.4. You hereby agree and acknowledge that in the event of downtime of the Application, you waive any claims against the Company for missed profits and/or claims that you would have executed an Order at a specific price during the downtime. You acknowledge that there may be technical issues or faults with the Application in certain circumstances.

7.5. You acknowledge that at our sole discretion, we reserve the right to reverse or cancel any incorrect entry in the Account, including but not limited to voting rights, corporate actions, pending Orders, executed transactions, deposits, withdrawals, and similar transactions, which have resulted from direct or indirect malfunction, error, or mistake.

8. Settlement

8.1. All transactions conducted between us will be executed in accordance with the standard settlement practices and/or market rules of the relevant exchanges.

8.2. Transactions involving European Shares are presently settled on a T+2 basis. Most shares worldwide settle on either a T+2 or a T+3 basis.

8.3. Once you express your intent to engage in a Transaction, the settlement date cannot be altered.

8.4. We reserve the right to settle transactions on a Delivery Versus Payment (DVP) basis. By entering into this Agreement, you consent to our discretion in utilizing the Delivery Versus Payment exemption as permitted by the CySEC Client Money and Assets Rules. The Delivery Versus Payment exemption essentially allows us to temporarily suspend the CySEC Client Money and Assets Rules pertaining to your funds or assets when settling your transaction within a Commercial Settlement System, subject always to Applicable Law.

8.5. Investments held for you in custody will be utilized to settle your sale Transactions. Otherwise, with regards to all sale Transactions, you:

a. Confirm that, at the time of placing an order to sell, you are the rightful owner of the relevant investments; and
b. Will promptly arrange for the delivery to us of any certificates and transfer forms pertaining to such Investments, no later than the contracted settlement date. Failure to do so may result in delayed payment to you.

9. Deposits and Withdrawals

9.1. You are entitled to deposit and withdraw funds to your Account using the methods specified on our Website. We reserve the right to restrict the available methods at any time or request additional information from you as necessary. Please be aware that specific conditions may apply depending on the chosen method for deposit. Before initiating a Payment Instruction, you are required to log in to our Application using your Application Credentials. It is important to note that for any deposits and/or withdrawals, you must use only a bank account, card, or another type of account belonging to you.

9.2. You should transfer funds to Your Account only after consenting to the terms of this Agreement. Deposits and withdrawals should only be made to and from accounts in your own name. Transfers to or from third parties are not allowed and will not be processed. By agreeing to make a deposit, you affirm that you are depositing your own funds for your own trading with the Company.

9.3. You can submit a withdrawal request by logging into your Account on the Application. You must identify the amount, which you wish to withdraw, and we will transfer the funds to the designated bank account. Please note that, subject to the conditions outlined in Clause 9.5 below and CySEC requirements, your withdrawal request will be processed on the same day it is received, unless the request is made outside working hours, in which case it will be processed on the next working day accordingly. You are entitled to withdraw funds from your Account up to the amount of Free Funds. No payments to third parties from your Account will be permitted.

9.4. In addition to Clause 9.3 above and any other provisions in these Terms, you acknowledge that by default, withdrawals of any portion of the Free Funds will be conducted using the same method and to the same source from which the funds were originally received. Exceptions may be made for withdrawals to be executed via a different payment method than the one used for the deposit, but such exceptions are subject to our approval. You will be required to provide us with all requested evidence demonstrating that the new payment method is registered in your name.

9.5. You may not be able to withdraw proceeds from the sale of shares from your account until the sale has settled on the settlement date (typically T+2).

9.6. When confirming a withdrawal, you consent for the Company using a specific payment intermediary or bank to process your withdrawal as per your Payment Instruction. The payment intermediary or bank may hold the withdrawal amount while the payment transaction is being processed, thereby excluding the withdrawal amount from being considered Client Money.

9.7. We reserve the right to request additional information and/or documentation to verify the legitimacy of any Payment Instruction request. We may delay or refuse to process a Payment Instruction where we have reasonable grounds, including but not limited to:

a. Concerns regarding the authenticity of the provided instruction;
b. Suspicions of unauthorized or fraudulent use of your Account;
c. Uncertainty regarding the validity of the nominated bank account provided; or
d. Compliance with legal or regulatory requirements.

You agree that under such circumstances, there may be a delay in the processing of your Payment Instruction.

9.8. You agree to inform us promptly if a card used by you to make deposits to your Account has been blocked, deactivated, or otherwise suspended. Except in cases where a card has expired, we shall not be liable if we proceed to fulfill your withdrawal request by returning funds to a card that has been blocked, deactivated, or suspended without prior notification from you.

9.9. In the event that you choose to withdraw funds that were originally deposited using a payment card, either by initiating a chargeback with your issuing bank or through any other means, you explicitly consent to us having the right to offset the corresponding amounts from your Free Funds for any funds that are successfully reversed during the chargeback process.

10. Communications

10.1. You are required to place Orders through the Application, accessed by logging in with your Application Credentials.

10.2. If you need to contact us regarding any matter concerning this Agreement, please do so:

a. Via the Chat button on the Website and the Application;
b. By email: support@flexinvest.com; or
c. By post to Investium Limited, 6 Nikou Georgiou, Office 302, 1095 Nicosia, Cyprus.

10.3. We reserve the right to contact you and issue any notices regarding this Agreement electronically, by telephone or post, utilizing the most recent email address, telephone number, or postal address provided by you. By accepting this Agreement, you consent to receiving information from us through a durable medium other than paper, and to us providing information not specifically addressed to you personally through the Website or the Application.

10.4. You acknowledge and agree that we may record all communications between you and us, including but not limited to phone calls, emails, recorded chat messages, or other communications sent through our Application, Website, or other means. These recordings, as well as transcripts thereof, may be used for training purposes, to investigate any complaints you may lodge, or for legal or regulatory purposes, including as evidence in any dispute or anticipated dispute between you and us. Upon your request, we will provide a copy of such records to you within a reasonable timeframe.

10.5. If you wish to stop receiving email, in-app, or push notifications from us, you can easily unsubscribe by following these steps:

a. Upon receiving a notification from us in your email, simply click on the “Unsubscribe from this type of notifications” link located at the bottom of the email page. We will promptly unsubscribe you from receiving the respective category of notifications.

b. Alternatively, log in to your Account via our Application. Navigate to “Notifications,” and select the notifications you wish to receive by selecting the respective buttons. If you no longer wish to receive any notifications, simply unselect the relevant buttons.

Please note that despite the above, we may still be obligated to notify you about certain events, such as amendments to this Agreement. Consequently, you cannot unsubscribe from receiving mandatory notifications.

10.6. We will record, monitor and retain all your telephone conversations and electronic communications, specifically including those that result or may result in Transactions. Such recordings may commence without the provision of a warning tone. Our records of telephone conversations and electronic communications shall be the sole property of ours and conclusive evidence of any instruction given or conversation recorded. We may retain such records for whatever period may be required as a matter of our internal policies and/or Applicable Law, provided that records in respect of investment services and activities relating to the reception, transmission and execution of orders will be kept for a period of five years and, where requested by the competent authority, for a period of up to seven years.

11. Placing an Order

11.1. Each Order you submit for our Services will be regarded as an offer to purchase services under the terms of this Agreement. We reserve the right, at our discretion, to decline any Order or instruction from you. Alternatively, we may accept your Order subject to specific conditions, or we may, reasonably, opt not to proceed with an Order that we have previously accepted. Such circumstances may arise, for example, if we are unable to execute your Order due to restrictions imposed by our executing brokers or other third parties, trading venues, or due to unusual market conditions. In such cases, we will make every reasonable effort to facilitate sales and notify you in writing, unless prohibited by law.

11.2. Orders may be executed subsequent to our acceptance. In certain instances, rather than outright rejection, we may opt to partially fulfill an Order. If an Order can only be partially executed due to various reasons or applicable limits, we retain the authority, though not the obligation, to execute that portion of the Transaction.

11.3. By initiating an Order for the acquisition of Investments, you affirm that you will maintain adequate funds in your Account on the date stipulated for payment to settle the trade. Upon placement of an Order, we will make every effort to calculate the maximum amount of Free Funds available for this Order and allocate a reasonable surplus above the prevailing market price to accommodate potential market fluctuations (“Total Order Blocked Funds”). The Total Order Blocked Funds will be reserved and will not be considered part of Free Funds. Following the execution of the corresponding Order, any remaining funds from the Total Order Blocked Funds will be reinstated to the Free Funds. We will not accept an Order if there are insufficient funds at the time of placement, and it remains your sole responsibility to ensure that you maintain adequate Free Funds in your Account to cover the Total Order Blocked Funds.

11.5. You acknowledge and agree that there may be delays in executing an Order as all Orders are executed strictly based on the time of receipt. Specifically, an Order received when the relevant exchange is closed or on a non-Business Day will not be executed until the exchange reopens. We will execute the Order when the exchange reopens or, if a significant number of orders have been received while the market is closed, as soon as reasonably feasible after the exchange reopens.

11.6. You acknowledge and agree that:
a. we do not guarantee a fixed execution price, except for Limit Orders (as defined in our Order Execution Policy);
b. for each Transaction, you will receive a quote from the Application, which remains valid until replaced by a new one automatically;
c. All quotes displayed on our Application are indicative only; and
d. Due to price fluctuations, the actual execution price may differ from the quoted price.

11.7. You can place an Order as long as its value does not exceed the available funds in your account. Though, you may still end up with a negative balance in your account during sudden market volatility, where the price significantly changes between placing the order and its execution. In such cases, if your obligation to settle exceeds your available funds due to a price change, you remain liable to settle the transaction in full.

11.8. You are not permitted to engage in Short Selling. This means you cannot instruct us to sell an Investment that you do not currently own and is not held in your Account, whether settled or unsettled.

11.9. When you place a buy Order, the funds allocated for investment will cover both the price of the financial instruments and any applicable transaction tax, stamp duty, governmental or administrative levy, or other liabilities. Similarly, when you place a “sell” Order, any applicable transaction tax, stamp duty, governmental or administrative levy, or other liabilities will be deducted from the proceeds credited to your Account. Transaction tax refers to all taxes and levies charged on transactions in financial instruments across applicable jurisdictions. Some jurisdictions may require you to pay a certain amount, typically a fixed percentage, of transaction tax or stamp duty. The Company will make best-effort attempts to withhold these transaction taxes from you, and the withheld funds will no longer be protected under the CySEC Client Money Rules as they will be due to the respective authorities and not to you. Specific cost details will be provided to the Client during the order review process.

11.10. You acknowledge that some small and micro-cap shares may trade on highly illiquid markets or through non-standard bidding processes, such as auctions, which could result in delays in executing Orders for such financial instruments. In such cases, the Company will process your Order as promptly as reasonably possible. The Company will not be held liable for any financial losses, perceived or actual, that you may incur due to these delays.

11.11. The Company reserves the right to impose temporary or permanent restrictions and limits on the minimum and/or maximum size of any Order or Position in any Investment at any time and at its sole discretion. These limits may be imposed based on factors including but not limited to market conditions, or assessments by the Company’s risk and/or compliance departments. In such instances, the Company will make reasonable efforts to inform you promptly via email or through the Application. However, it is your responsibility to monitor your Account and be aware of any current size limits imposed on Orders you wish to execute.

12. Derivatives of Fractional Shares.

12.1. The Company facilitates Clients to invest in shares in fractional quantities through Over the Counter (OTC) derivative transactions rather than whole Share units. Clients purchasing fractional shares will be investing in a derivative based on a stock price, rather than the actual Share itself. This clause outlines the unique characteristics, limitations, and risks associated with investing in Derivatives of Fractional Shares.

12.2. The Company will serve as a counterparty to the Derivative of Fractional Shares and will execute that part of the trade as principal. The Client will act as the second Counterparty to this transaction. The Company will act as an agent for orders involving whole Shares.

12.3. You will not have voting rights for any of the Derivatives of Fractional Shares held in your account, and you will not be able to make voluntary elections on any corporate actions (including, without limitation, any tender offers or rights offerings) with respect to such Derivatives of Fractional Shares. We cannot provide clients with any other shareholder documentation for holdings of less than one Share. However, you will receive payments of dividends, or in some cases, in connection with stock dividends, either dividend shares or value commensurate with the dividend Shares, and will otherwise participate normally in any stock splits, mergers, or other mandatory corporate actions where applicable.

12.4. You acknowledge and agree that Derivatives of Fractional Shares are not transferable. If you close your Account or transfer your account to another firm, the Derivatives of Fractional Shares in your Account shall be liquidated. Similarly, Derivatives of Fractional Shares cannot be put into certificate form and mailed. Liquidations of Derivatives of Fractional Shares may result in additional charges.

12.5. You acknowledge and agree that if the open positions in your Account in Derivatives of Fractional Shares reach a quantity equivalent to a whole Share of the same actual Share, we reserve the right to transfer such whole Share to your Account and close your respective positions in Derivatives of Fractional Shares. You will be responsible to compensate us for any price or valuation differences that may arise due to such an exchange.

13. Client money.

13.1. Any money, regardless of its currency, held on your behalf by us that qualifies as client money for the purposes of the CySEC Client Money Rules (CySEC Rules governing Client Money) will be protected in accordance with those rules and held in a segregated bank account, Term Deposit or held with a Qualifying Money Market Fund (QMMF) alongside the money of our other clients. If your money is held in a QMMF, the Client Assets Custody Rules provided in Clause 14 will apply.

13.2. When you hold Uninvested Money in your Account with us, we may hold your money in one or more of the following:
a. Interest-bearing Regular Bank Deposits with EU/UK-regulated financial institutions;
b. Interest-bearing Term Deposits with a term of up to 95 days with EU/UK-regulated financial institutions; and/or
c. QMMFs (only if you provide express consent).

13.3. When we hold money in Term Deposits, subject to the Applicable Law, those Term Deposits may only permit a withdrawal on the provision of notice or at the end of the term, which may be up to 95 days. This will not affect your ability to withdraw your money or otherwise use it for making Investments. However, if the Company or the EU/UK- regulated financial institution fails, there might be a delay in accessing your money for withdrawal. For a more detailed overview of the applicable risks, please refer to our Disclosure Notice available on our Website.

13.4. All due skill, care and diligence will be exercised in the selection, appointment and periodic review of any third-party bank or QMMF with whom your money is placed. We will not be responsible for any acts, omissions or defaults of the third-party bank or QMMF.

13.5. In the event that there has been no movement on your Account balance for a period of at least six (6) years and we are unable to contact you despite having taken reasonable steps to do so, you agree that we may cease to treat your money as client money. If the funds remaining in your Account are less than EUR 25, they will be paid away to a registered charity, in accordance with CySEC Client Money Rules.

13.6. Where appropriate, you authorize us to allow another person such as an exchange, clearing house, settlement agent or intermediate broker to hold or control your client money for the purposes of your Transactions on your behalf through or with that other person.

13.7. In the event of our failure (for example, due to insolvency), any money held in a client money account by third parties or deposited with a QMMF will be segregated from our other assets and will not be available to our creditors. However, in the event of failure (for example, due to the insolvency) of a third party, as your client money will be held with other customers’ money in a pooled client money account or QMMF in the event that the third-party bank holding the money defaults and there is a shortfall, you agree to share proportionately in that shortfall with other creditors of the third party where your client money is deposited.

13.8. We may hold client money in a client bank account or QMMF located in a jurisdiction outside the EU. The legal and regulatory regime applying to any such third party will be different from that of the EU, and in the event of the insolvency or any other equivalent failure of that third party, your money may be treated differently from the treatment which would apply if the money was held with a bank or QMMF in the EU.
13.9. Your money will cease to be Client Money when it is paid to you or to one of your duly authorised representatives, or paid to a third party on your instructions, or paid to us when money is due and payable to us.

13.10. We will take all necessary steps to ensure that clients’ funds are safeguarded. Specifically, we will:

a. Maintain records and accounts that allow us at any time and without delay to distinguish funds held for one client from funds held for any other client and from our own funds.
b. Maintain records and accounts in a way that ensures their accuracy, particularly their correspondence to the funds held for our clients, and that they may be used as an audit trail.
c. Introduce adequate organizational arrangements to minimize the risk of loss or diminution of client funds, or of rights in connection with those funds, due to misuse of funds, fraud, poor administration, inadequate record-keeping, or negligence.
d. Introduce arrangements to ensure that clients’ funds are safeguarded in the case of insolvency.
e. Appoint a single officer with sufficient skill and authority who has specific responsibility for safeguarding client funds.

13.11. Your funds may be held in different client bank accounts or QMMFs, particularly in instances where different currencies are held in your Account. However, they will always constitute Client Money and will be subject to applicable CySEC Rules and legislation, unless they are held in QMMFs, in which case they will constitute Client Assets.

13.12. Unless specifically agreed otherwise in writing, any funds held within your Account will be managed in compliance with the pertinent regulations outlined in CySEC’s legislation concerning the protection of clients’ funds. Absent written agreement to the contrary, all funds entrusted to us by you or held on your behalf for the provision of Investment Services will be maintained either in your name or in our name on your behalf within a client bank account. This segregation ensures that your funds remain distinct from our own and are not utilized for our operational purposes.

13.13. We retain the option to hold your funds, as well as those of other clients, within the same Client Bank Account, commonly referred to as an omnibus account. In such instances, we possess the capability to differentiate your funds using our back-office and accounting systems.

13.14. Our objective is to allocate your funds exclusively to EEA-regulated financial institutions and QMMFs that adhere to Client Money rules akin to ours and are overseen by regulatory bodies of comparable stature to ours. However, in the improbable scenario where we may hold Client Money outside the EEA, the legal and regulatory framework governing any such financial institution will diverge from that of the EEA. In the event of insolvency or analogous proceedings involving that financial institution or QMMF, your funds may be subject to different treatment than if they were held within the EEA.

13.15. We refrain from retaining Clients’ Money in unregulated financial institutions and QMMFs. Nevertheless, we may transmit Clients’ Money to regulated third parties (e.g., banks, market makers, liquidity providers, merchants, e-wallets, intermediate brokers, execution brokers, settlement agents, OTC counterparties, or clearing houses) to hold or manage for the purpose of executing a Transaction or meeting your obligation to furnish collateral for a Transaction. We conduct annual risk assessments of all regulated third parties with whom we engage. However, we bear no responsibility for the actions or oversights of any regulated third party to whom we transfer funds received from you. The regulated third party may commingle these funds in an omnibus account, making it challenging to distinguish them from our funds or those of the third party, contingent on the regulatory provisions governing the third party. In the event of insolvency or analogous proceedings involving the regulated third party, we may only hold an unsecured claim against the regulated third party on your behalf and that of our other Clients. Consequently, you may face the risk of insufficient funds from the regulated third party to satisfy the claims of you and all other Clients with claims pertaining to the relevant account. The Company assumes no liability for funds not directly deposited into the Company’s bank accounts or for losses resulting directly or indirectly from delays or failures to deposit or remit funds through affiliated or third parties.

13.16. Client Money is maintained off the balance sheet and is not accessible to settle the Company’s debts in the improbable event of the Company’s default. Furthermore, the Company bears no responsibility for any failure or insolvency of any bank, financial institution, and/or QMMF where Client Money is held. However, it’s important to note that applicable investor compensation or deposit protection schemes may safeguard a portion of the funds in case of default.

14. Client assets.

14.1. You authorize us to retain any Investment (including your funds held in QMMFs, if applicable) purchased on your behalf until we receive further instructions from you to sell or transfer it into your own name or to another nominee. We will maintain custody of any Investment on your behalf in compliance with CySEC’s Client Assets Rules.

14.2. In accordance with the CySEC’s Client Assets Rules, we reserve the right to engage any third party to hold your Investments, including documents or certificates confirming ownership of such Investments. While we exercise reasonable diligence in selecting, appointing, and periodically reviewing such third parties, we bear no liability for their actions, omissions, insolvency, or dissolution. Any discrepancies regarding client assets and any resulting deficiencies will be addressed in accordance with the CySEC Client Assets Rules.

14.3. A third party holding your Investments may have a security interest, lien, or right of set-off over your Investments, which are not settled as per Clause 8. This may be required by applicable laws in the jurisdiction where your Investments are held or may be imposed by the third party as security for the fees it charges for holding your investments. In the unlikely event that a third party exercises its rights over such unsettled Investments, the Company will be liable to you for all and any such Investments.

14.4. You hereby authorize us to hold your Investments in safe custody (or appoint a custodian to do so), to transfer securities from your account to meet sales effected for your account, to accept offers, or undertake other matters in relation to your Investments covered by this Agreement.

14.5. Detailed records of all your Investments and assets held by us will be maintained at all times to demonstrate that your Investments are held on your behalf, for your benefit, and do not belong to us or any sub-custodian.

14.6. Investments purchased by us on your behalf or transferred to us will be registered in the name of a nominee company or our name, or that of a sub-custodian. We will be responsible and liable for our nominee to the same extent as for our own acts, including losses arising from fraud, wilful default, or negligence.

14.7. Whenever your Investments are registered in the name of a nominee company nominated by us, that Nominee will hold them on trust for you. This means that you are the beneficial owner of the Investments. Any Investments held by a Nominee will be held in an omnibus account.

14.8. Your Investments will be registered in the same name as those of other clients, pooled together with other clients’ Investments in an omnibus co-mingled custody account. This means that Investments may not be immediately identifiable by way of separate certificates. If we or our third-party nominee were to become insolvent, there may be delays in identifying individual assets, and possibly an increased risk of loss if there should be a shortfall because additional time may be needed to identify the assets held for specific clients. In addition, in the event of an unreconciled shortfall caused by the default of a custodian, you may share proportionately in that shortfall.

14.9. You authorize us and any custodian or sub-custodian to hold or transfer Investments (or entitlements to them) to a securities depositary, clearing, or settlement system. Investments that cannot be settled through a central securities depository system may be held overseas by a third-party (including custodian, sub-custodian, registrar, bank, intermediate broker, or settlement agent) in the name of the Company or a third-party nominee.

14.10. You agree that because of the nature of applicable laws or market practices in certain overseas jurisdictions, we may decide that it is in your best interest for your Investments held with us to be registered or recorded in our name or in the name of the person who is a custodian for the purposes of the CySEC Rules.

14.11. We may be required to provide your details (including your email address) and details of your shareholding to the Department of Registrar of Companies and Intellectual Property or registrars.

14.12. In the event that we have not received instructions from you regarding any of the Investments held in your account (e.g., to purchase, sell, or move the assets) for a period of at least six years (regardless of any receipts of dividends, interest, or similar items, and irrespective of any movement of your account balance) and we are unable to trace you despite having taken reasonable steps to do so, you agree that we may cease to treat your assets as client assets.

15. Investment Transfers
The Company will not accept any transfers of Investments that you may own with another investment provider. Any investments held with other investment providers cannot be transferred directly to your account with the Company.

16. Fees.

16.1. You are responsible for paying the charges and/or commissions as detailed in the Fees page of our Website, which may be updated periodically.

16.2. Charges owed to us are immediately payable upon demand, unless otherwise agreed. These charges will be indicated on Confirmations and periodic Statements provided on the Application or electronic communication and may be offset against any payments owed to you. You understand that any outstanding obligations and liabilities to us may be unilaterally offset from your side dating back to the inception of our contractual relationship.

16.3. You understand that Zero commission is subject to any applicable tax, governmental or administrative levy, and fees or other expenses incurred in connection with the transactions conducted on your behalf.

16.4. You acknowledge that the Company bears no responsibility for any additional fees imposed by banks, credit card providers, or other third-party financial services utilized for the transfer of funds to and from us.

17. Risk warnings.

17.1. Utilizing the Services entails risks, including investment risk due to the fluctuation of your investments’ values over time. For a comprehensive understanding of the applicable risks, please consult our Disclosure Notice accessible on our Website.

17.2. The Risk Disclosure segment, included in our Disclosure Notice, provides a general overview of the risks associated with our particular products and services and may not encompass all potential risks. It is imperative that you assess whether the Services or Transactions are suitable and suitable for you given your individual circumstances.

18. Market Abuse.

18.1. You are prohibited from engaging in any activities that deviate from normal business practices or aim to manipulate the relevant financial market or the Company’s Application. This includes, but is not limited to, participating in transactions that may be considered:
a. Market abuse, such as insider trading or the abusive use of confidential information, which are criminal offenses subject to prosecution, fines, and imprisonment.
b. Scalping.
c. Collaborating with a third party or engaging in similar abusive or manipulative behaviour on the Application.
d. Application abuse, price manipulation, time manipulation, or similar practices.
e. Exploiting errors in prices.

18.2. The confirmations outlined in Clause 18.1 are made by you upon the date of this Agreement and are considered to be reaffirmed each day this Agreement remains valid. In the event of any breach, we reserve the right to cancel or void any Orders or trades executed in violation of Clause 18.1, regardless of whether the position is still active or closed. Additionally, we retain the right to close your Account and terminate the Agreement. Under such circumstances, we shall not be held liable for any damages incurred by you.

19. Conflict of Interest.

In certain situations, conflicts may arise between your interests and those of us or our other clients. To manage and minimize these conflicts, we have developed a comprehensive Conflicts of Interest policy, which is included in our Disclosure Notice accessible on our Website.

20. Order Execution Policy.

20.1. In compliance with the Applicable Law, we have established an Order Execution Policy outlining the procedures we follow to achieve the best possible outcome (best- execution) for our clients. This policy applies when executing orders from clients to trade in any of the investments offered by us. As noted in Clause 2 above, the Order Execution Policy is an integral component of this Agreement and is available on our Website.

20.2. In accordance with the conditions outlined in the Order Execution Policy, we reserve the right to combine your orders with those of other clients. In certain instances, such consolidation may result in you receiving a less advantageous price.

21. Application.

21.1. The Company owns and operates the Application through which it facilitates the provision of services to Clients. To open an account with us, you must register within our Application.

21.2. Our Application provides additional details about us, our Services, and other relevant information pertaining to these Terms. In case of any conflict between these Terms and our Application, these Terms will take precedence.

21.3. You are responsible for providing instructions for trading electronically via our Application.

21.4. We will make every effort to execute all eligible instructions to trade as promptly as reasonably possible.

21.5. If a delay arises due to our inability to engage with the relevant market for any reason, we will seek to execute your trading instructions as promptly as reasonably possible.

21.6. We reserve the right to cancel a transaction if requested by a relevant stock exchange or if instructed or recommended by an exchange. You agree to cooperate with us to the best of your ability in such circumstances.

21.7. You acknowledge that all proprietary rights to the Application belongs to us. These rights are protected under copyright, trademark, and other intellectual property laws, as well as any other applicable laws.

22. Voting Rights, Interest, Dividends, and Corporate Actions.

22.1. You may have the opportunity to participate in various Corporate Actions, including dividends, voting rights, stock splits, mergers, spin-offs, and the exercise of conversion or subscription rights associated with Investments held on your behalf. While we will make every effort to keep you informed about such Corporate Actions, we cannot guarantee the timeliness or accuracy of the information provided. While we are not obligated to do so, we may facilitate your participation in these Corporate Actions. However, we do not assume liability for any actual or potential losses you may incur if we are unable to facilitate your participation in any Corporate Action.

22.2. We are responsible for claiming and receiving dividends, interest payments, and other income payments on your behalf for the Investments we hold in your Account. Any proceeds from these payments will be booked into your Account balance by the Company. Dividend payments will be exempt from foreign exchange fees, and any necessary currency exchange will be conducted at the live currency exchange interbank rate. However, it’s important to note that withholding tax may often apply to these proceeds. We will make every effort to collect the applicable withholding tax. The existence and percentage of withholding tax depend on various factors, such as your tax residency, the national legislation of the issuer, and any applicable tax treaties. In some cases, you may have the opportunity to reclaim all or part of any withheld taxes, but this may require you to provide additional information to the relevant tax authority. Please be aware that you are solely responsible for tax filing and reporting. If legally required and upon demand, the Company will provide information pertaining to you to the relevant tax authorities.

22.3. You are solely responsible for providing us with your instructions regarding Clause

22.1 and 22.2. However, if we are unable to obtain your instructions, we reserve the right to use our judgment and act as we deem appropriate in your best interest without incurring any liability.

22.4. In the event of corporate actions resulting in the allocation or distribution emanating from fractions of shares, the Company will endeavour to open an OTC Derivative position with you in Fractional Shares as provided in Clause 12. However, if the allocation or distribution is not feasible for any reason, the Company will credit the cash equivalent of the fraction of shares to be distributed to your trading Account.

22.5. With regard to Corporate Actions, you acknowledge and accept that the terms and delivery dates of such actions may be subject to immediate change without prior notice due to decisions made by the issuer or any other involved entity. You understand that Corporate Actions can be amended, withdrawn, or cancelled at any time, and you agree that such changes are beyond the control of the Company. Therefore, the Company will not be held liable for any financial losses, whether perceived or actual, resulting from these delays.

22.6. In the event of a stock split, you acknowledge and accept that the Company may not be able to apply the split in all situations, such as in investments in Derivatives of Fractional Shares. In such cases, the Company reserves the right to establish with you a Derivative position in Fractional Shares as provided in Clause 12. This action may require amending the terms of any Derivatives of Fractional Shares to accommodate the split.

22.7. In the event of a merger, spin-off, or special stock dividend, the Company will make every effort to provide you with the new stock. However, in certain situations, such as due to the omnibus structure of the custody account, transactions in Derivatives of Fractional Shares, or technical reasons, this may not be possible. You consent to receive the relevant corporate action in cash to your Account in such situations. If you become entitled to a stock dividend or other corporate action after your Account has been deactivated, you instruct the Company to convert that entitlement to cash at the earliest opportunity and return the full proceeds to any of the methods you used for deposits. If none of the methods are active, the Company will make efforts to notify you and obtain information on an alternative method to return the proceeds.

22.8. In the event that there is a client money entitlement that cannot be allocated to you in whole cents, meaning there is a residual amount of less than one (1) cent that needs to be allocated to you, you expressly agree that we may write off this amount and donate it to a registered charity.

23. Margin Trading

23.1. You may borrow cash from us to purchase or sell Investments, i.e. trade on margin. This Clause sets out the terms on Margin Trading, in which you trade using the money credited into your Account.

23.2. Where you request Services under this Clause and we agree, an on-demand credit allowance will be provided to you. This will enable you to purchase or sell more Financial Instruments than the available balance cash or financial instruments in your Account would otherwise permit. The amount of Financial Instruments bought or sold may considerably exceed the value of your initial deposit. You understand that while margin trading may give a greater opportunity for profit, it is also of a higher degree of risk. With margin trading, not only gains but also losses may be magnified. It’s important to acknowledge that trading on margin carries the potential for substantial gains, but it also involves significant risks, including the risk of losing more than your initial investment. Therefore, before engaging in margin trading, it is essential to carefully consider your risk tolerance, investment objectives, and financial situation.

23.3. If the market value of the investments in your account declines, you may be required to deposit additional funds at short notice to maintain your line of credit. In the unlikely event that the investments purchased on credit decline to zero, you would need to deposit the corresponding amount in cash to cover the loss. Failure to do so may result in the necessity to sell all or a portion of the investments held in your account.

23.4. You are aware that the funds credited into your Account represent a loan facility, subject to interest charges on the outstanding balance. These interest charges are applied directly to your Account. The relevant Interest charges can be found on the Fees page on our Website. Over time, your debt level Increases as interest accrues against you. Consequently, as your debt escalates, so do the interest charges. Therefore, the longer you hold an Investment, the greater the return needed to break even. Holding an Investment on margin for an extended period significantly diminishes the likelihood of turning a profit.

23.5. You understand that we will establish a borrowing limit, and we reserve the right to modify this limit at any time without prior consultation. However, we will provide you with advance notice before implementing any changes. Please note that trading on margin is a privilege, not a right, and we are not obligated to arrange funding or lending for the execution of your Transactions.

23.6. You understand that any Investments and Funds in your Account as a result of trading under this Clause will be subject to security interests created in our favour. In the event you are unable to make payments under this Clause, we reserve the right to sell your Investments to recover funds, without prior notice to you.

23.7. You agree to thoroughly assess whether engaging in any margin trading under this Clause is suitable for you, considering your financial resources and other pertinent circumstances.

23.8. We have implemented Margin Trading Terms that outline the conditions applicable to you when engaging in margin trading. These terms are an essential part of this Agreement and can be accessed on our Website.

24. Client’s Account.

24.1. You are required to open an Account with the Company to engage in trading financial instruments offered by us.

24.2. Your Account is not intended for payment transactions to third parties.

24.3. To initiate the Account opening process, you must complete the online application form available on our Application. Upon completion of this form, you must upload the following documents:

a. Identification document (e.g., Passport or ID card). The identification document must clearly display your photograph, signature, personal details, issue and expiry date, place and date of issue, and serial number to be considered valid.
b. Proof of address (e.g., utility bill, current local authority tax bill, etc.). To be considered valid, the proof of address must be dated within the last 3 months.
The above list of documents is not exhaustive. The Company reserves the right to request additional information and/or documentation if deemed appropriate to fulfill any legal or regulatory requirements.

24.4. Please note that until your KYC documentation is provided to the Company and your trading account is approved, you will not be able to engage in any trading transactions.

25. Investor Compensation Fund.

25.1. The Company is a member of the Investor Compensation Fund, a governmental deposit protection scheme aimed at guaranteeing the Clients of CIFs in the event of the Company defaulting on its obligations to refund the Client’s Account balance upon request.

25.2. For further details regarding the operation of this scheme, please consult the Investor Compensation Fund document accessible on our Website.

26. FATCA.

26.1. In case where the Client is considered as a US reportable person, then we are obliged to collect certain information for the purposes of ensuring compliance with FATCA reporting requirements. The Client acknowledges and accepts that the Company is required to disclose information in relation to any US reportable persons to the relevant authorities, as per the reporting requirements of FATCA. The Company does not accept US reportable persons at account opening stage. If, during the course of our relationship, it is identified that the Client is a US reportable person, the Company may proceed with account closure.

26.2. We are required by the Applicable Law (including without limitation, FATCA) to confirm and to verify the identity of each Client who registers in our Application and opens an Account with us. Therefore, you will be prompted to provide us with information when you register with us, including: (1) your name, (2) your address, (3) your date of birth, (4) your telephone number and any other personally identifiable information that we may ask for from time to time such as a copy of your passport and/or Identity Card a proof of addresses or other identifying documents or information, and the countries of which you are a tax resident, and confirm whether you are a US citizen or your place of birth is in the United States of America or any other proof of your current location or domicile. You shall notify the Company in writing within 15 working days of any material change in the information previously provided to us.

26.3. By accepting this Agreement, you authorize us to provide, directly or indirectly, to any relevant tax authorities or any party authorized to audit or conduct a similar control of the Company for tax purposes, information obtained from you or otherwise in connection with the Agreement and the Transactions. You also authorize us to disclose to such tax authorities any additional information that the Company may possess relevant to your Account.

27. Common Reporting Standard (“CRS”).

27.1. The CRS facilitates the annual automatic exchange of financial account information among participating jurisdictions. Financial institutions meeting certain criteria, including the Company, are required to submit relevant information to their local tax authorities, which subsequently transmit it to foreign tax authorities.

27.2. To comply with CRS or other Applicable Laws, Rules, and/or Regulations, similar to FATCA, the Company may collect, store, and process information obtained from you or otherwise related to the Agreement and the Transactions. This may involve sharing information with governmental authorities, potentially including transfers to jurisdictions lacking strict data protection, data privacy laws, or banking secrecy laws, both inside and outside of the EEA.

27.3. By accepting this Agreement, you authorize us to provide, directly or indirectly, information obtained from you or otherwise related to the Agreement and the Transactions to any relevant tax authorities or any party authorized to audit or conduct similar controls of the Company for tax purposes. You also authorize us to disclose to such tax authorities any additional information relevant to your Account that the Company may possess.

28. MiFIR Transaction Reporting.

When obligated by Applicable Law to report your transactions to the CySEC or any other Competent Authority, you must furnish us with your national identity card or passport number, or any other information necessary for determining your national client identifier, before initiating Orders via our Application.

29. Confidentiality.

Both parties agree to maintain the confidentiality of all personal, business, financial, and other sensitive information obtained about the other party during the provision of the Services, and shall take all reasonable measures to prevent any unauthorized disclosure of such information, subject to the provisions of this clause. We may disclose information about you under the following circumstances:

a. To any authority empowered by law to request your information (including law enforcement or tax authorities);
b. When compelled to disclose information by a court order or similar legal process;
c. When required or permitted by law to make such disclosure; or
d. When necessary to provide you with the Services.

30. Personal Data Protection.

30.1. We will collect and retain your personal information in our records for the purpose of providing services under this Agreement. Your information will be handled in accordance with the provisions outlined in the Privacy Policy and Cookies Policy, accessible on our Website, and in compliance with applicable laws.

30.2. It is our obligation to verify the identity of our clients as required by law and to maintain the accuracy of such information. By agreeing to these Terms, you consent to our use of online electronic verification systems or other databases for identity checks, which may entail requesting additional details, documents, photographs, or video evidence from you. Failure to satisfactorily verify your identity may result in your inability to open or maintain an Account with us. Additionally, we reserve the right to report any information indicating potential money laundering or terrorist financing activities to relevant authorities. We may be legally restricted from informing you about such reports or confirming their submission. In instances where we report to authorities such as the Unit for Combating Money Laundering (MOKAS), we may be compelled to suspend the provision of Services to you during their investigations or cease providing such services entirely, for which we cannot assume responsibility for any resulting loss or inconvenience.

31. Event of Default.

31.1. The following conditions constitute an ‘Event of Default’:

a. Failure on your part to meet any payment or other obligation owed to us;
b. Your demise or incapacitation;
c. Occurrence of any unforeseen event in your country of residence, deemed by the Company, at its sole discretion, to warrant treatment as an Event of Default for the protection of our interests;
d. Termination, suspension, or revocation of any pertinent regulatory authorization;
e. Any representation or warranty made in this Agreement is proven to be false or misleading in a material manner;
f. If, in our judgment, it is necessary for our own safeguarding, or to prevent what we perceive as a potential violation of any Applicable Law or market standards, or if any action or event occurs that we believe might significantly impede your ability to fulfill your obligations under this Agreement;
g. Occurrence of any default event (in any form) under any other agreement between us.

31.2. Following the occurrence of an Event of Default, we reserve the right to terminate this Agreement immediately by providing written notice to you.

32. Force Majeure.

32.1. While we strive to fulfill our obligations promptly, we shall not be held liable for any partial or complete default of our obligations due to any cause or event beyond our reasonable control. This includes, but is not limited to, communication failures, system or computer malfunctions, market defaults, suspensions, failures, or closures, as well as changes in law or governmental regulations. We shall not be responsible for any resulting loss you may suffer. Additionally, the definition of Force Majeure shall encompass acts of nature (such as earthquakes or tsunamis), unforeseeable disruptive acts of humans, industrial actions, epidemics, pandemics, government actions, or work stoppages, as well as any significant changes in economic conditions or any other event beyond reasonable control that could not have been prevented through reasonable measures.

32.2. Force Majeure shall also include the suspension or failure of any financial instrument, whether underlying or not, as well as the suspension or closure of any markets or exchanges. It further extends to nationalization and/or government sequestration, the failure of any of our suppliers, and, if applicable, our intermediary broker, agent, principal, dealer, custodian, sub-custodian, clearing house, or regulatory or self-regulatory organization, for any reason, to fulfill its obligations. In the event of such occurrences, we will make reasonable efforts to mitigate their impact to continue our operations and provide you with services. Consequently, we may need to adjust some trading terms and conditions as outlined in this agreement.

33. Complaints and Disputes.

Please promptly notify us of any complaints in accordance with our Complaints Policy, as detailed on our Website, which is an integral part of this Agreement.

34. Amendment.

34.1. In the event of any significant amendments to these Terms, you will receive notification via email regarding such changes. Upon dispatch of the notice by the Company, you will have a period of 72 hours (“72 Hours”) to decide whether you agree to proceed under the new Terms. Upon the expiration of this 72-hour period, you will be deemed to have consented to the application of the new Terms.

34.2. If you do not agree with the application of the revised Terms, you must contact the Company using the email address specified in Clause 10.2 before the expiration of the 72 Hours. In your communication, clearly state that you no longer wish to be a Client of the Company and cease your use of the Services.

34.3. If you send us a notice of disagreement as outlined in Clause 34.2 above, you will be prohibited from opening any new Transactions from the moment we receive such notice. Additionally, you will be required to close any outstanding positions before the expiration of the 72 Hours. Failure to do so will result in us exercising discretion to automatically close all of your positions upon the expiration of the 72 Hours. We will proceed with the termination of your Account and address any relevant issues in accordance with the provisions herein and the Applicable Laws.

35. Termination.

35.1. We reserve the right to terminate this Agreement if you fail to comply with any provision outlined herein, in the event of an Event of Default, or as specified under Clause

35.8. In the event of termination initiated by us, we will provide you with a notice period of at least 15 days. We are not obligated to provide reasons for such termination.

35.2. Unless otherwise mandated by Applicable Law, either party may terminate this Agreement by providing written notice of termination to the other party. Termination will take effect as of the date specified in the notice.

35.3. Upon termination of this Agreement, any outstanding amounts owed by you to us will become immediately due and payable. Termination will not affect any ongoing Transactions or any legal rights or obligations that may have already arisen.

35.4. Termination will not affect the completion of transactions already initiated, which will be settled in the usual manner despite the termination.

35.5. If you choose to terminate this Agreement, no penalties will be imposed, and no charges will be incurred for associated costs.

35.6. We retain the right to terminate all or any part of this Agreement immediately upon written notice if:

a. You violate any of your obligations outlined in this Agreement;
b. Events occur as described in Clause 32 “Force Majeure”;
c. We have reason to suspect your involvement in credit card fraud, money laundering, funding terrorism, and/or any other relevant criminal activities.

35.7. We reserve the unilateral right to terminate the Agreement at our sole discretion and without prior notice if your account balance reaches 0 (zero) and your Account remains inactive (no Transactions made) for a continuous period of six (6) months (180 days).

35.8. As a client, you agree not to engage in inappropriate behaviour towards the Company or any of its employees. Inappropriate behaviour includes, but is not limited to, the use of profanity, abusive language, racism, discrimination, harassment, defamation, misuse of the chat/email system, improper use of social media channels, and spamming. The Company reserves the right to terminate the Agreement under these circumstances.

35.9. Upon receipt of official proof of the client’s death, we will promptly close any open positions in the client’s account, regardless of their current status, and hold any assets in custody until we receive official evidence of the deceased client’s legal successors. We will then follow concrete instructions provided by an authorized person on how to proceed thereafter.

35.10. The Agreement may be terminated by mutual consent between you and us, with immediate effect.

35.11. If any proceeds are credited to the Account after the termination of the Agreement, we will make every effort to return them to you using the methods previously used for deposits. If none of these methods are available, we will notify you and seek alternative instructions for returning the proceeds.

36. General Provisions.

36.1. English shall serve as the primary language for communication between you and us throughout the duration of this Agreement, unless otherwise agreed upon. While this Agreement may be translated into various languages, in the event of any inconsistencies between different language versions, the English version shall take precedence.

36.2. Upon signing this Agreement, you are obligated to promptly notify us of any changes to the information you have previously provided.

36.3. This Agreement shall supersede all prior written agreements between you and us concerning the provision of the Services. However, this shall not affect any rights or obligations that either party may have under any previous terms of business related to these services.

36.4. If any court or competent authority determines that any provision of this Agreement (or part thereof) is invalid, illegal, or unenforceable, that provision or part thereof shall be deemed deleted to the extent necessary. The validity and enforceability of the remaining provisions of this Agreement shall not be affected.

36.5. If any provision of this Agreement is found to be invalid, unenforceable, or illegal but could become valid, enforceable, and legal if modified or rephrased, the parties shall negotiate in good faith to amend such provision. The aim of such amendment shall be to ensure that, as modified, the provision is legal, valid, and enforceable, and to the fullest extent possible, reflects the original commercial intent of the parties.

36.6. Neither party shall assign, transfer, charge, mortgage, subcontract, or otherwise dispose of any of its rights or obligations under this Agreement without the prior written consent of the other party. However, you acknowledge that we may, subject to applicable laws, outsource or partially outsource certain services provided under this Agreement to third-party providers or affiliated companies. In doing so, we will ensure that these entities are adequately equipped and competent to carry out and assume responsibility for the outsourced services.

36.7. No delay, failure, or omission in enforcing, exercising, or pursuing any right, power, privilege, claim, or remedy under this Agreement or by law shall be construed as a waiver of such right, power, privilege, claim, or remedy. Nor shall it operate as a bar to the enforcement of such right, power, privilege, claim, or remedy in any other instance or at any other time subsequently.

36.8. This Agreement (or any arrangements outlined herein) shall not be construed to establish a partnership between you and us.

36.9. No person who is not a party to this Agreement shall have any rights under or in connection with it.

36.10. The Company does not offer accounts to US persons as defined by FATCA. By creating an account, you confirm that you are not a US Person. Should the Company later become aware that you meet the definition of a US person, we may require you to close your account immediately. The Company shall not be held liable for any resulting losses.

36.11. Our Website is accessible worldwide, but the information provided is not directed at residents of the United States and Canada. It is also not intended for distribution to, or use by, any person in any country or jurisdiction where such distribution or use would contravene local law or regulation. When accessing our Website, you are responsible for understanding and adhering to any applicable local laws or regulations.

36.12. By using data available to you concerning your utilization of our Services, whether in real-time or delayed, through the Application, which may encompass market prices, volumes, and any other data pertaining to Investments and transactions executed on the Application (collectively referred to as “Market Data”), you agree to maintain confidentiality. You agree to utilize the Market Data solely for your personal use and benefit and not for managing assets of a third party in any capacity. Furthermore, you agree not to employ the Market Data for any unauthorized or illegal purpose, or in a professional capacity, meaning that you shall not utilize the Market Data in the capacity of:

a. a member of any exchange;
b. a registered or qualified professional trader or investment adviser with any stock, commodities, or futures exchange or contract market, or with any financial regulatory authority;
c. an employee of an organization for the performance of professional investment activities.

36.13. You acknowledge that the Market Data is provided to you on an “as is” and “as available” basis. We do not guarantee the correctness, accuracy, completeness, or timeliness of the Market Data. In instances where the Market Data appears incorrect or implausible, you agree not to act upon such information. We shall not assume any liability, nor can we be held liable to you for any damages arising from the receipt or use of Market Data provided to you.

37. Governing Law.

This Agreement is governed by the laws of the Republic of Cyprus, and both you and us hereby submit to the non-exclusive jurisdiction of the courts of the Republic of Cyprus regarding any dispute under or in respect of this Agreement.

38. Declaration.
You declare that you have read, understood and accepted this Agreement in its entirety.

You declare that you have read, understood and accepted the document entitled Disclosure Notice, and you have understood the warnings contained in this document.
By accepting this Agreement, you declare that you have read, understood and accepted all the information provided in the following documents, available on the Website and solely based on these contents, you have willingly entered into a legally binding agreement with the Company:

• Disclosure Notice
• Order Execution Policy
• Client Complaints Policy
• Key Information Documents
• Privacy Policy
• Cookies Policy
• Fees page
• Margin Trading Terms

You declare that the terms of this Agreement, as amended periodically and as published on the Website, supersede any previous, current, or future representations, whether expressed or implied, made or to be made by the Company and/or any of its representatives. These terms shall constitute the sole legally enforceable means that define the relationship between you and the Company.

Additionally, you declare your consent and agreement to receive direct advertising from the Company through any means, including but not limited to, email or other electronic means.

You confirm that you are either over 18 years old or have full legal capacity to enter into and be bound by this Agreement. Furthermore, you affirm that you are not prohibited by the legislation or regulations of your country of residence from entering into this Agreement.

You declare that all information provided in the “Account application form” is true, accurate, complete, and not misleading. Moreover, you undertake to promptly inform the Company of any changes that may occur to the data/information provided in the “Account application form.”

Furthermore, you acknowledge and understand that it is your full responsibility to monitor updates to the applicable Agreement in force, as published on the Website periodically. Additionally, any viewer or user of the Company’s website, whether a client or not, accepts and understands that the use of the Website or any form of access through this website constitutes knowledge and acceptance of the Agreement and all its contents.

Finally, you acknowledge and understand that the official language of the Company is the English language.

39. Definitions

Account refers to your personal account held within the Application to receive our Services. Agreement has the meaning ascribed to it in Clause 2 of the document.
Algorithmic Trading describes any form of trading in Instruments where a computer algorithm automatically determines individual parameters of Orders, such as whether to initiate the Order, the timing of execution, price or quantity of the Order, or how to manage the Order after its submission, with limited to no human intervention.

Applicable Law refers to:

a. The regulations and directives of CySEC or any other relevant regulatory authority;
b. The regulations of a relevant market or clearinghouse; and
c. Other pertinent laws, regulations, and guidelines applicable to this Agreement from time to time.

Application represents the FlexInvest electronic Application available via the App Mobile Store or via other electronic means.
Application Credentials means email, password and/or personal identification number (PIN) required for accessing the Application.
Appropriateness Test, as defined in Clause 3.3 of this Agreement, denotes our evaluation of whether you possess the requisite knowledge and experience to comprehend the risks associated with certain complex investment products offered through our Services. Business day is defined as any day excluding Saturdays, Sundays, and public holidays in Cyprus. CIF stands for a Cyprus Investment Firm. Client refers to any Prospective Client who has been accepted by us after successfully completing the KYC Process and Appropriateness Test, where required, and to whom we have granted full access to the Application and our Services. Client Asset Rules pertain to the regulations in the Applicable Law concerning assets held by Cyprus Investment Firms for clients. Client Money Rules refer to the provisions in the Applicable Law concerning money received by Cyprus Investment Firms from clients.

Confirmation denotes a written record detailing a transaction, including all associated charges and the total amount payable by or to you for the settlement of that transaction.

Conflicts of Interest, outlined in the Disclosure Notice, delineate potential conflicts of interest with clients and elucidate our organizational and administrative controls designed to manage such conflicts. These controls aim to reasonably ensure that risks of harm to clients resulting from any conflict are mitigated. Corporate Action refers to a decision or event initiated by a publicly traded company that impacts the securities issued by the company. Such actions encompass events like stock splits, dividends, mergers and acquisitions, and bankruptcies.

Custodian denotes a bank or financial institution offering custody services for a specific market or jurisdiction on behalf of the Company.
CySEC Rules represent the rules and guidance issued by the Cyprus Securities and Exchange Commission (CySEC) periodically. CySEC is the regulatory body for Cyprus’ financial services industry, headquartered at 19 Diagorou Str. CY-1097 Nicosia, or through its website: www.cysec.gov.cy.
Deal refers to the purchase, sale, or subscription for specified investments made by you.

Derivatives of Fractional Shares refers to the service and/or financial instrument offered by the Company, as outlined in Clause 12, enabling clients to invest in fractional units of shares through the use of Derivatives. This allows clients to participate in the performance of shares from an issuer by utilizing instruments that track the share price, available at a reduced purchase price compared to whole shares, specifically the pro rata share price of the underlying share. The financial instrument provides investors with access to fractional shares through derivatives that derive their value from the price of the underlying corporate share. It’s important to note that Derivatives on Fractional Shares do not represent ownership of corporate shares.
Disclosure Notice denotes the notice issued by us to you in accordance with CySEC Rules, detailing the risks associated with buying and selling investments under this Agreement.

Fees page denotes the page titled ” Fees” accessible on our Website, outlining relevant terms and associated fees.
Financial Instruments means the financial instruments outlined in Clause 4.1 of this Agreement.
Free Funds means any cash on your Account not invested in Investments or blocked for Pending Orders and which is not due to the Company or any third party for fees or otherwise for the provision of Services under this Agreement.

Instruction means an instruction by you for us to Buy or Sell any investment on your behalf, including, for the avoidance of doubt, an Order.
Investment means any Share, Derivative of Fractional Shares, and Exchange Traded Funds (ETFs) in respect of which we offer to deal in Transactions.
KYC Process means know your customer due diligence process as defined under Clause 3.1. of this Agreement. Margin Trading means the provision to Clients of the Ancillary Service Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments and outlined in Clause 23.
Manifest Error means an obvious error in the quotes of the Financial Instruments which substantially deviates from the prevailing market price and which has occurred as a result of a system or technical error.

Market Hours refers to the duration of trading on each financial market, as specified on the Website and Application. Within these market hours, the Client is entitled to place orders for execution for Financial Instruments whose exchanges are open for trading.
MiFID denotes the Markets in Financial Instruments Directive (MiFID II) Directive 2014/65/EU.
Order Execution Policy refers to the policy, available on our Website, outlining the methods by which we fulfill our best execution obligations when executing Orders for our clients.

Order pertains to an instruction to buy or sell as placed by you via your Account on the Application.
Payment Instruction denotes any instruction on Your Account for a deposit and/or withdrawal.
Pending Order, as defined in our Order Execution Policy, is an Order scheduled for execution at a later time and at the price specified by the Client.
Position refers to the number of financial instruments that a Client holds.
Prospective Client encompasses anyone who has consented to the terms and conditions of this Agreement and has been granted access to certain parts of the Application for evaluation purposes. A Prospect Client has not yet been accepted by us and does not have full access to our Services.
Qualifying Money Market Fund (QMMF) represents a money market fund aiming to achieve a return on investments and maintaining a low-risk profile by predominantly investing in low-risk financial instruments such as government bonds. A QMMF is subject to heightened regulatory scrutiny and must adhere to superior quality standards compared to other money market funds.

Regular Bank Deposit denotes any interest-bearing deposit with a regulated financial institution, excluding Term Deposits.
Regular Trading Hours refers to the trading session on the relevant trading venue during standard operating hours.
Retail Client is a client who does not qualify as a professional client or an eligible counterparty and is afforded the highest level of protection by the CySEC Rules.
Scalping denotes a speculative type of trading characterized by the opening and closing of a position within a very short timeframe, typically five minutes or less.
Sell-only Limitation (close-only limitation) is a restriction where your ability to open new positions or place new Buy orders is limited or disabled.
Services encompass the services, as outlined in Clause 4 of this Agreement. Statement signifies a written confirmation of any Transaction, Orders that you set and/or edit, and any Commission and other applicable Charges and Taxes applied by us.

Target Market Assessment refers to a set of questions, as per MiFID’s requirements, formulated to identify and evaluate clients to ensure that financial instruments and services are suitable based on their needs, characteristics, and objectives.
Term Deposit signifies a type of deposit utilized for savings or investment purposes, featuring a fixed interest rate and a predetermined term, typically up to 95 days.
Transaction refers to the partial or complete fulfillment of your Instruction.
Uninvested Money denotes any cash present in your Account that has not been invested in Investments.
Website indicates our website at www.flexinvest.com.

These Terms were last updated and published on 01.03.2024. A copy of the most up-to- date version of these Terms is available on our Website.