22. Complaints and compensation

All complaints should in the first instance be made in writing to the Relationship Manager who shall liaise with us as required. In the event that you are not satisfied with the handling of your complaint by the Relationship Manager or your complaint has not been resolved within fifteen (15) days, you should forward a copy of your complaint and any relevant response/s , to the Customer Support Department at the following e-mail address: cs@121clearing.com, with copy to compliance@finotec.com,(or any new address established by us for this purpose subsequent to the signing of this agreement that we may inform you from time to time, which you accept may be done via a general posting on our website). Complaints will be dealt with in accordance with the FCA Rules. A copy of our current policy in relation to complaints handing (as may be amended from time to time) is set out in Schedule 2. Please note that if you do not follow the correct procedure in making any complaint, unfortunately we may not be able to deal properly with any such complaint. In the event that you fail to raise your complaint in the first instance to the Relationship Manager we reserve the right not to process your complaint. An explanation of the compensation arrangements available to you under the Financial Services Compensation Scheme, if any, established under Section 213 of the Financial Services and Markets Act 2000 for compensating persons in cases where we are unable, or are likely to be unable, to satisfy any claims against us, is available on request or on the scheme’s website www.fscs.org.uk.

21. Assignment and third party rights

21.1 This Agreement is personal to you and shall not be capable of assignment by you or of being transferred by you. Given your relationship with the Relationship Manager, you agree that on termination of this Agreement we may transfer your Account(s) and all of our rights and obligations under this Agreement to an Associate or to an FCA regulated MiFID entity or equivalent managed by the Relationship Manager. Subject to your explicit prior consent in writing, we may transfer your Account(s) and all of our rights and obligations under this Agreement to such other entities as nominated by the Relationship Manager.

21.2 A person who is not a party to this Agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of a third party which exists or is available other than under such Act.

20. Client’s warranties

20.1 You hereby represent and warrant (which representations and warranties shall be deemed to be repeated by you on each date on which a transaction is entered into under this Agreement) that:

20.1.1 you have full power and authority to execute and deliver this Agreement, each transaction and any other documentation relating thereto, and to perform your obligations under this Agreement and each transaction and have taken all necessary action to authorise such execution, delivery and performance;

20.1.2 any such execution, delivery and performance will not violate or conflict with any law applicable to you, any provision of any constitutional documents or any charge, trust deed, contract or other instrument or any contractual restrictions applicable to, binding on or affecting you or any of your assets or oblige you to create any lien, security interest or encumbrance;

20.1.3 all information provided by you is true and accurate in all respects.

20.3 All governmental, regulatory and other consents that are required to have been obtained by you in relation to this Agreement have been so obtained and are in full force and effect and all conditions of any such consents have been complied with;

20.4 Your obligations under this Agreement constitute your legal, valid and binding obligations, enforceable in accordance with their respective terms;

20.5 You will comply with all laws, rules, regulations and disclosure requirements of any relevant jurisdiction, exchange, market or regulatory authority which apply in respect of us, you or your investments from time to time;

20.6 You will promptly give (or procure to be given) to us such information and assistance as we may reasonably require to enable us to assist or achieve compliance with any of the obligations mentioned in clause 20.5 in relation to your Account or the Services;

20.7 Where we provide you with an execution-only service you have the capacity to evaluate and understand the terms, condition and risks of each transaction (whether or not recommended by us) entered into hereunder and you are willing and able to accept those terms and conditions and to assume (financially and otherwise) those risks;

20.8 You are acting as principal in entering into this Agreement and each transaction hereunder;

20.9 Where an Event of Default occurs you will give us notice as soon as you become aware of such occurrence.

19. Liability and indemnity

19.1 The execution of transactions made in fulfilling your orders under this Agreement is subject to: (i) the provision of services by third party services providers (including, without limitation, providers of trading software, trading platforms and processing/ bridging services); and (ii) the acceptance, processing and execution of instructions and/or transactions by banks and/or liquidity providers. We are not liable for:

19.1.1 any losses arising out the provision of such third party services, including (without limitation) any loss of data, loss or interruption in the use of software and/or any errors made in processing instructions; and/or

19.1.2 any losses arising out of the refusal by any banks and/or liquidity providers to process instructions and/or execute any transaction. In addition, we shall not be liable for any breach of obligation or default of any counterparty, intermediate broker, bank, custodian, sub-custodian, market or market operator, exchange, clearing house, depositary or other third party with whom you or we do business.

19.2 We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our negligence, wilful default or fraud. Without limitation to the generality of the foregoing, we will not be liable for any loss suffered by you in connection with services provided or not provided by the Relationship Manager where the Relationship Manager has acted outside our instructions and beyond our reasonable control.

19.3 You will pay us on demand all commissions and other charges due to us, premiums on any option purchased on your instructions, such sums as we may at any time require in or towards satisfaction of any debit balance on your Account or any account comprised therein, and the amount of any trading loss that may result from any transaction hereunder, interest and service charges due to us on the Account and our reasonable costs and legal fees incurred in collecting any such amounts. All payments shall be made in same day and freely transferable funds in such currency and to such bank as we may from time to time specify.

19.4 You undertake to keep us and our agents and employees fully and effectively indemnified against all costs, charges, liabilities and expenses whatsoever incurred by us and them pursuant to or in connection with the Services unless due to our or their negligence, wilful default or fraud. This clause will survive termination of this Agreement.

19.5 The following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents and subcontractors) to you in respect of any:

19.5.1 breach of this Agreement; and
19.5.2 representation, statement, act or omission including negligence arising under or in relation to this Agreement.

19.6 Notwithstanding the above nothing in this Agreement excludes or limits our liability for:

19.6.1 death or personal injury caused by our negligence; or

19.6.2 fraud or fraudulent misrepresentation.

19.7 Subject to clauses

19.6, we shall not be liable for any:

19.7.1 loss, expense, cost or liability (together “Loss”) suffered or incurred by you unless and to the extent that such Loss is suffered or incurred as a result of our negligence or default; or

19.7.2 indirect or consequential loss or damage (whether for loss of profit, loss of business or otherwise), costs, expenses or other claims for consequential compensation whatsoever (howsoever caused) which arise out of or in relation to this Agreement; or

19.7.3 loss suffered or incurred by you as a result of any error in any order, instruction or information given by you, the Relationship Manager, any person authorised by you to give instructions to us under this Agreement (“Authorised Person”), or as a result of us acting on any order or instruction which is, or appears to be from such Authorised Person.

19.8 You shall indemnify us against any claim, cost or expense incurred by us as a consequence of any claim made by any of you against us as a consequence of any acts or omissions by any of you.

18. Charges

18.1 You will pay our charges without set off or deduction, details of which have been provided to you by your Relationship Manager (subject to any additional charges set out in this agreement). Charges will be recorded and indicated on confirmations and monthly statements. You agree to inform us as soon as possible if you believe there has been any mistake or miscalculation in the charges levied. Any charges paid by you may be shared with one or more third parties. Details of such arrangements are available on written request.

18.2 You will be responsible for the payment of any commissions, transfer fees, registration fees, taxes, duties and other fiscal liabilities and all other liabilities and costs properly payable or incurred by us under this Agreement.

18.3 You accept that you may also incur additional charges as a consequence of your communication with us or in connection with the Services. These charges may include for the use of email, telephone or postage.

17. Conflicts of interest

17.1 We have in place arrangements to manage conflicts of interest between ourselves and our clients and between our different clients, which are set out in our Conflicts of Interest Policy.

17.2 Where we do not consider that the arrangements under our policies are sufficient to manage a particular conflict that would apply to you, we will inform you of the nature of the conflict so that you can decide how to proceed.

17.3 A summary of our Conflicts of Interest Policy is set out in Schedule 3.

16. Risks associated with the trading

16.1 All investment is subject to risk and the degree of risk is a matter of judgement and cannot be accurately pre-determined. You make note of clause 2.7 according to which you must read the Risk Warning Notice and all the other documents supplied to you in connection with this Agreement very carefully.

16.2 Trading in Financial Instruments is generally regarded as involving a high degree of risk compared with other common forms of investment such as recognised collective investment schemes and debt and equity securities.

16.3 We give no warranty or promise as to the performance or profitability of your Account with us or your investments or any part thereof. 16.4 The value of investments and the income derived from them can fall as well as rise and is not guaranteed.

15. Charged assets

15.1 Your securities and any other assets shall at all times be held by us subject to a general lien and right of set off against your Obligations whether or not we have provided credit, loans or other financial facilities to you in connection with such assets and irrespective of the number of accounts which you may have with us.

15.2 As security for the performance of all your Obligations you hereby charge to us by way of first fixed security interest with full title guarantee and as a continuing security all:

15.2.1 your rights, title and interest in respect of the securities, investments, cash and any other Assets from time to time credited to your Account;

15.2.2 securities or other investments which, or the certificates or documents of title to which, are for the time being deposited with or held by us or an Associate of ours;

15.2.3 your rights under this Agreement including, without limitation, all your rights to delivery of cash, securities or other investments;

15.2.4 sums of money held by us or any Associate for you, the benefit of all accounts in which any such money may from time to time be held and all your right, title and interest under any trust relating to such money or to such accounts as aforesaid,

15.2.5 and any property and other rights in respect of or derived from the assets referred to in sub-clauses 15.2.1 to 15.2.4 above (“Charged Assets”), including, without limitation, any rights against any custodian, banker or other person.

15.3 We shall hold all charged assets for the purpose of satisfying all and any of your Obligations under this Agreement and may without prior notice to you, and free of any interest of yours therein:

15.3.1 deposit, charge or pledge such assets with or to the order of any exchange, market operator, clearing house, intermediate broker or other third party (and on terms that such third party may enforce such deposit, charge or pledge in satisfaction of all or any Obligations, and all or any obligations of ours or of any other customer of ours, to such third party) which may include the creation of a security interest over such assets ranking prior to any security interest in such Assets from time to time granted by you to us; and

15.3.2 register, sell, realise, charge or borrow against the same upon such terms (including as to the consideration received therefore) as we may in our absolute discretion think fit (without being responsible for any loss or diminution in price) and apply the proceeds in or towards satisfying any such Obligations.

15.4 Until you have paid or discharged in full all your Obligations we shall be entitled to retain all your Assets and you may not (without our prior consent) withdraw or substitute any such assets. We may in our absolute discretion make payments or deliveries to you from such assets, or otherwise exercise our rights of set-off, combination and/or consolidation.

15.5 No purchaser from, or other person dealing with, us shall be concerned to enquire whether any of the powers exercised or purported to be exercised has arisen or become exercisable, whether the Obligations remain outstanding or as to the propriety or validity of the exercise or purported exercise of any power; and the title of such a purchaser and the position of any such person shall not be impeachable by reference to any of those matters and the protections contained in Sections 104 to 107 of the Law of Property Act 1925 shall apply to any person purchasing from or dealing with us.

15.6 A certificate in writing by our officer or agent that any power of sale or other disposal has arisen and is exercisable shall be conclusive evidence of the fact in favour of a purchaser of the whole or any part of the Charged Assets.

15.7 You hereby irrevocably appoint by way of security, us and any person from time to time nominated by us, as your attorney with full power of substitution for you and in your name and on your behalf and as your act and deed to execute documents and take such other acts and steps as may be required to facilitate the enforcement of the Security.

15.8 Sections 93 (restriction of right of consolidation) and 103 (restriction of right of sale) of the Law of Property Act 1925 will not apply to this Agreement. The Obligations will become due for the purposes of Section 101 of the Law of Property Act 1925, and the statutory power of sale and of appointing a receiver which are conferred on us under such Act (as varied or extended by this Agreement) and all other powers shall be deemed to arise immediately after execution of this Agreement.

15.9 No payment which may be avoided or adjusted under any law, including any enactment relating to bankruptcy or insolvency, and no release, settlement or discharge given or made by us on the faith of any such assurance, security or payment, shall prejudice or affect our right to recover the Obligations from you or to enforce the security to the full extent of the Obligations.

15.10 You will not create or have outstanding any mortgage, pledge, lien, hypothecation, security interest or other charge or encumbrance, or any other agreement or arrangement having the same economic effect, over or in respect of the present or future charged assets other than the security contemplated under this clause 15.

14. Client money

14.1 We shall treat money received from you or held by us on your behalf in accordance with the FCA Rules in respect of client money. Accordingly, subject to these Terms, we will segregate your money from ours in a bank account at an approved bank within the FCA Rules. Subject to clause 14.2 below, this account is held by us as trustee and the bank is not entitled to combine it with any other account or to exercise any right of set-off or counterclaim against money in that account in respect of any sum we owe the bank.

14.2 Passing money to exchanges, intermediary brokers etc. We may pass money received from you or held by us to an exchange, intermediate broker or clearing house to effect a Transaction or to satisfy your obligation to provide margin or collateral. If we conduct transactions outside the UK with or for a client, we reserve the right hold client money with a bank located outside the jurisdiction of the EU’s Markets in Financial Instruments Directive (“MiFID”) or pass money to an intermediate broker, settlement agent, exchange or clearing house located outside of MiFID. The legal and regulatory regime applying in that jurisdiction may be different from that of the UK and in the event of the insolvency or any other equivalent failure of that person; your money may be treated differently from the treatment which would apply if the money was held with an approved bank in the UK or one governed by MiFID. You hereby unequivocally agree that we will not be liable for the continued solvency, acts or omissions of any third party referred under this clause.

14.3 No Interest will be paid on funds held by us unless the balance exceeds the Interest Qualification Level.

14.4 It is your responsibility to ensure that you only transfer funds to the account details provided to you by us and identified on our website and not to any other account. You agree that unless we advertise a change of account details on the website at www.noaprime.com, under no circumstances should you transfer funds into any account other than that which has been provided to you by us, irrespective of any instructions given to you by the Relationship Manager.

13. Default and realisation of client’s assets

13.1 The occurrence of any of the following events shall constitute an event of default (”Event of Default”):

13.1.1 you fail to comply fully and immediately with any Obligation to make any payment when due to or required by us (including any Obligation to pay margin); or

13.1.2 you default on any other Obligation owed to us (including any transaction governed by this Agreement); or

13.1.3 any representation or warranty made by you was or has become or subsequently would if repeated at any time be incorrect; or

13.1.4 we acting in our absolute discretion determine that there is or has been an adverse change in the creditworthiness of any party providing a guarantee and/or indemnity in respect of your obligations under this Agreement; or

13.1.5 you commence a voluntary case or other procedure seeking or proposing liquidation, reorganisation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to yourself or to your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law, or seeking the appointment of a trustee in bankruptcy, receiver, liquidator, administrator or other similar official (each an “Insolvency Official”) of yourself or any part of your undertaking or assets; or take any corporate action to authorise any of the foregoing; and, in the case of a reorganisation arrangement or composition, we do not consent to the proposals; or

13.1.6 an involuntary case or other procedure is commenced against you seeking or proposing reorganisation or an administration order, liquidation, an arrangement or composition, a freeze or moratorium, or other similar relief with respect to you or your debts under any bankruptcy, insolvency, regulatory, supervisory or similar law (including any corporate or other law with potential application to yourself if insolvent) or seeking the appointment of a Insolvency Official of yourself or any part of your undertaking or assets; or

13.1.7 you die, become incapacitated or of unsound mind, are unable to pay your debts as they fall due (or where you are the trustee of a trust you are unable to pay your debts incurred in that capacity out of the assets of the trust), or you are bankrupt or insolvent as defined under any bankruptcy or insolvency law applicable to you; or any of your indebtedness is not paid on the due date or becomes capable at any time of being declared due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or proceedings are commenced for any execution, any attachment or garnishment, or any distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets; or

13.1.8 at any time due to market fluctuations or for any other reason we shall in good faith but otherwise in our absolute discretion consider it necessary for our own protection;

13.1.9 (without prejudice to the above), you breach any term of this Agreement and fail to rectify the same within fifteen (15) days of being required by us to do so.

13.2 Upon or at any time following an Event of Default we may on notice to you and without prejudice to any other rights hereunder or under any transaction, contract or law, take any and all actions that we consider to be necessary or desirable in the circumstances, including, but not limited to the following:

13.2.1 treat any or all transactions then outstanding under this Agreement or any other agreement between us as having been repudiated by you and such repudiation as having been accepted by us, whereupon our obligations under such transactions will thereupon be cancelled and terminated;

13.2.2 liquidate, sell, close out, replace, reverse, hedge or offset all or any transactions, buy, borrow or lend, or enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss under or in respect of any of your transactions or other commitments or obligations (which include all your costs, expenses, losses, liabilities, and obligations owed to us to make payment, deliver assets or perform any other legally binding obligation whether arising under this Agreement or otherwise, and whether actual or contingent including but not limited to costs, expenses, losses, liabilities and other obligations incurred by us as a result of the performance by us of our duties or the exercise by us of our rights, powers and/or privileges hereunder (together “Obligations”) . In liquidating any long or short positions we may, at our sole discretion and without limitation, sell or purchase for the same contract month, prompt date or other relevant contractual maturity, or initiate new long or short positions in order to establish a spread or straddle with a view to protecting existing positions; and/or

13.2.3 Sell, charge, deposit, deal with or otherwise dispose of any cash, securities, margin, Charged Assets or Assets upon such terms as we may in our absolute discretion think fit without being responsible for any loss or diminution in price in order to realise funds sufficient to cover your Obligations and apply such proceeds in or towards satisfaction of your Obligations in such order and generally in such manner as we may, in our sole and absolute discretion, determine.

13.3 You will at all times remain liable for the payment of any and all outstanding Obligations and if the proceeds realised pursuant to clause 13.2 are insufficient for the discharge of all such Obligations, you will promptly pay on demand the deficit and all unpaid liabilities together with interest.

+44 2033 187 716

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Finotrade is a trading name of Finotec Trading UK Limited and the website www.finotrade.com is owned and operated by Finotec Trading UK Limited. Finotec Trading UK Limited is authorised and regulated by the Financial Conduct Authority - Financial Services Register Number (470392). Finotec Trading UK Limited is located at 1-4 Bury Street, Holland House, London EC3A 5AW, UK.