This is a legal contract between ThosoFX, a limited liability corporation organized under the laws of the state of British Virgin Islands, its successors and assigns, and the party (or parties) executing this document.
In connection with opening an account to speculate and/or purchase and/or sell cash or spot foreign currency (hereinafter referred to as “Currency” or “Spot”) through the OTC foreign exchange markets (hereinafter referred to as “OTCFX”) with ThosoFX, Trader acknowledges that it has been advised and understands the following factors concerning trading in leveraged OTCFX, in addition to those contained in the Risk Disclosure Statement which has been provided to Trader. More specifically, the terms OTCFX and Spot as used herein shall mean the purchase or sale of a foreign currency in such amounts and under such conditions that the parties may negotiate. Capitalized terms that are used in this Client Agreement shall have the meaning assigned to them in this Client Agreement.
1. There are no guarantees to the credit worthiness of the counter party of your Spot position. Every attempt has been made to deal with reputable credit worthy banks/clearing houses. Also, there may be certain cases in which trading liquidity decreases causing trading in a certain currency to cease, thereby preventing the liquidation of an adverse position that may result in a substantial financial loss.
2. Trading in OTCFX is suitable only for those sophisticated institutions or participants financially able to withstand losses that may substantially exceed the value of margins or deposits. OTCFX accounts are not available through ThosoFX to non-sophisticated participants.
3. Trader acknowledges that the purchase or sale of a Currency always includes delivery to the extent that Trader’s account shall be credited with each Spot transaction.
4. ThosoFX’s margin policies and/or the policies of those banks/clearing houses through which trades are executed may require that additional funds be provided to properly margin Trader’s account and that Trader is obligated to immediately meet such margin requirements. Failure to meet requirements may result in the liquidation of any open positions with a resultant loss. ThosoFX also reserves the right to refuse to accept any order or guarantee a market in which to offset.
5. OTCFX business is not traded on an organized exchange and therefore does not require open-outcry. Even though quotations or prices are afforded by many computer-based component systems, the quotations and prices may vary due to market liquidity.
(a) Internet or Wireless failures:
Since ThosoFX does not control signal power, its reception or routing via Internet, configuration of your equipment or reliability of its connection, we cannot be responsible for communication failures, distortions or delays when trading on-line (via Internet or Mobile services).
(b) Market risks and on-line trading:
Trading currencies involves substantial risk that is not suitable for everyone. See Trader Agreement for more detailed description of risks. Trading on-line, no matter how convenient or efficient, does not necessarily reduce risks associated with currency trading.
(c) Password protection:
The Trader is obligated to keep passwords secret and ensure that third parties do not obtain access to the trading facilities. The Trader will be liable to ThosoFX for trades executed by means of the Trader’s password even if such use may be wrongful.
(d) Quoting and Execution Errors:
Should quoting and/or execution errors occur, which may include, but are not limited to, a dealer’s mistype of a quote, a quote or trade which is not representative of fair market prices, an erroneous price quote from a Trader, such as but not limited to a wrong big figure quote or an erroneous quote due to failure of hardware, software or communication lines or systems and/or inaccurate external data feeds provided by third-party vendors, ThosoFX will not be liable for the resulting errors in account balances. In addition, orders must be placed allowing sufficient time to execute, as well as, sufficient time for the system to calculate necessary margin requirements. The execution of orders placed too close to prices, which would trigger other orders (regardless of order type) or a margin call, cannot be guaranteed. ThosoFX will not be liable for the resulting margin call, resulting balance, and/or positions in the account due to the system not having been allowed sufficient time to execute and/or calculate accordingly. The foregoing list is not meant to be exhaustive and in the event of a quoting or execution error, ThosoFX reserves the right to make the necessary corrections or adjustments on the account involved. Any dispute arising from such quoting or execution errors will be resolved by ThosoFX in its sole and absolute discretion. Trader agrees to indemnify and hold ThosoFX harmless from all damages or liability as a result of the foregoing.
Internet, connectivity delays, and price feed errors sometimes create a situation where the prices displayed on ThosoFX’s platform, API or any other means of trading provided by ThosoFX (hereinafter referred to collectively as “ThosoFX platform”), do not accurately reflect the market rates. The concept of arbitrage and “scalping”, or taking advantage of these Internet delays, cannot exist in an OTC market where the client is buying or selling directly from the market maker. ThosoFX does not permit the practice of arbitrage on the ThosoFX platform. Transactions that rely on price latency arbitrage opportunities may be revoked. ThosoFX reserves the right to make the necessary corrections or adjustments on the account involved. Accounts that rely on arbitrage strategies may at ThosoFX’s sole discretion be subject to dealer intervention and dealer approval of any orders and/or termination of trader’s account. Any dispute arising from such arbitrage and/or manipulation will be resolved by ThosoFX in its sole and absolute discretion. ThosoFX reserves the right to withhold withdrawals until such matters are resolved. Any action or resolution stated herein shall not waive or prejudice any rights or remedies which ThosoFX may have against you, your company and its officers, all of which are expressly reserved.
(f) Price, Execution, and Platform Manipulation:
ThosoFX strictly forbids any form of manipulation of its prices, execution, and trading platforms. ThosoFX reserves the right to investigate and review any account ThosoFX suspects of manipulation and withhold funds suspected of being derived from such activity. ThosoFX reserves the right to make the necessary corrections or adjustments on the account involved. Accounts that are suspected of manipulation may at ThosoFX’s sole discretion be subject to dealer intervention and dealer approval of any orders and/or termination of trader’s account. Any dispute arising from such arbitrage and/or manipulation will be resolved by ThosoFX in its sole and absolute discretion. ThosoFX at its own discretion may report such incidents to any relevant regulatory and law enforcement authority. Any action or resolution stated herein shall not waive or prejudice any rights or remedies which ThosoFX may have against you, your company and its officers, all of which are expressly reserved.
(g) Trade Execution:
All accounts of Trader will be set to either the “No Dealing Desk” (“NDD”) execution or “Dealing Desk” (“DD”) execution in ThosoFX’s sole and absolute discretion. Additionally, ThosoFX exclusively reserves the right to transfer accounts from one option to the other at any time. Traders on both DD and NDD execution may experience widened spreads and slippage under certain market conditions including, however not limited to, when the trading desk is closed, around fundamental announcements, and at times of extreme market volatility. The trading desk is closed at 4:55 PM ET Friday afternoon through 5:15 PM ET Sunday afternoon. Market, stop, and stop entry orders due for execution during this time will be filled at the opening rate when the trading desk resumes quoting. Limit and limit entry orders due for execution during this time will be filled at the price requested by Trader when the trading desk resumes quoting. NDD market, stop and stop entry orders are executed at the next best market-price available. All NDD orders may involve circumstances under which the full order gets executed, and other circumstances under which only part, or perhaps even none, of the order gets executed. All of the above information is subject to change and/or suspension based upon available liquidity or the lack thereof.
All orders are subject to final approval by ThosoFX and may be rejected at any time. ThosoFX may be compensated through the bid-ask spread regardless of whether an account is set to NDD or DD execution and/or may be compensated through charging commissions. In the event that ThosoFX’s liquidity providers are unable to provide such liquidity, then Trader may also lose access to streaming prices and be unable to place trades during this time. When such liquidity lapses occur, Trader agrees to indemnify ThosoFX for any and all losses that may occur due to said volatility and/or movement in the market.
6. In OTCFX, firms are not restricted to effect exchange transactions. The firm with which you deal, such as ThosoFX, may be acting as your counterparty to the transaction. It may be difficult or impossible to liquidate an existing position, to assess the value, to determine a fair price or to assess the exposure to risk. For these reasons, these transactions may involve increased risks. Off-exchange transactions may be less regulated or subject to a separate regulatory regime. Before you undertake such transactions, you should familiarize yourself with applicable rules and attendant risks.
7. In the event that Trader grants trading authority or control over Trader’s account to a third party (Trading Agent), whether on a discretionary or non-discretionary basis, ThosoFX shall in no way be responsible for reviewing Trader’s choice of such Trading Agent or for making any recommendations with respect thereto. ThosoFX makes no representations or warranties concerning any Trading Agent; ThosoFX shall not be responsible for any loss to Trader occasioned by the actions of the Trading Agent; and ThosoFX does not, by implication or otherwise endorse or approve of the operating methods of the Trading Agent. If Trader gives the Trading Agent authority to exercise any of its rights over it account, Trader does so at his own risk.
8. ThosoFX does not control, and cannot endorse or vouch for the accuracy or completeness of any information or advice Trader may have received or may receive in the future from Referring Broker (hereby defined as the agent(s) that referred Client to ThosoFX, and includes such referring broker, its employees, subsidiaries, subagents, referring agent(s) and affiliates) (see section Referral Disclosure below) or from any other person not employed by ThosoFX regarding Forex trading or the risks involved in such trading. If Referring Broker or any other third party provides Trader with information or advice regarding Forex trading, ThosoFX shall in no way be responsible for any loss to Trader resulting from Trader’s use of such information or advice. Trader understands that Referring Broker and many third party vendors of trading systems, courses, programs, research or recommendations may or may not be regulated by a government agency.