Client Agreement
Introduction
Daman Securities LLC (“Daman Markets”) is a company incorporated with limited liability and existing under the laws of the United Arab Emirates, under registration number 70427 licensed and regulated by the Securities and Commodities of the United Arab Emirates (“SCA”) to conduct brokerage trading of over-the counter derivatives and currencies in the spot market under license number 604020, having its principal place of business at World trade center, 6th floor, Dubai, United Arab Emirates.
FOREX AND CFD SERVICES
Terms and Conditions
IMPORTANT WARNING
FOREX AND CFDS ARE COMPLEX INTRUMENTS. THEY COME WITH A HIGH RISK OF LOSING MONEY RAPIDLY DUE TO LEVERAGE. YOU SHOULD CONSIDER WHETHER YOU CAN AFFORD TO INCUR LOSSES AND HAVE THE APPROPRIATE RISK APPETITE. A USEFUL EXPLANATION OF THE RISKS ASSOCIATED WITH OUR TRANSACTIONS IS SET OUT IN THE RISK WARNING DISCLOSURE ATTACHED TO THESE TERMS & CONDITIOSN AND ALSO AVAILABLE ON OUR WEBSITE. YOU SHOULD FULLY UNDERSTAND SUCH RISKS BEFORE OPENING OR CLOSING A POSITION WITH US.
DAMAN MARKETS PROVIDES AN EXECUTION-ONLY SERVICE IN RELATION TO FOREX, CFDs AND RELATED PRODUCTS.
SUMMARY
THIS SECTION IS A SUMMARY OF SOME KEY TERMS THAT GOVERN OUR RELATIONSHIP WITH YOU. THIS SECTION IS NOT EXHAUSTIVE AND MUST NOT BE RELIED ON IN DECIDING TO ENTER INTO THESE TERMS OR OPEN OR CLOSE OUT A POSITION WITH US. YOU MUST READ ALL OF THESE TERMS IN THEIR ENTIRETY BEFORE ACCEPTANCE.
These terms and conditions (“Terms”) are part of the contract between you and us for the provision of our Services. In particular, the Terms govern each Position you open or close out with us. We can and may amend , restate or supplement these terms without notice to you and you will be bound by the new version of these Terms. A current and definitive copy of these Terms (as amended, restated, or supplemented from time to time) will be available to you on our website www.damanmarkets.com.
Trading in the Products is not appropriate for everyone. The Products should only be traded by a person who: (i) can bear a 100% loss of all funds invested; and (ii) has a high-risk tolerance.
RISKS
The value of the underlying financial instruments, to which you gain an exposure through a CFD or another Product, may fluctuate significantly. You should make sure you understand the risks involved in trading these underlying instruments and that you take appropriate independent advice where necessary.
The Products are leveraged and so carry a higher degree of risk than investing directly in the underlying financial instrument (such as regular share trading). As a result the Products may not be suitable for every client. A further detailed explanation of the risks associated with trading the Products is set out in our Risk Warning Disclosure attached to these Terms.
YOU HAVE NO INTEREST IN THE UNDERLYING FINANCIAL INSTRUMENT
The trading of the Products does not give you a right to the underlying financial instrument, because a CFD represents a notional value. For example, where the Product is a share CFD you do not have an interest in the underlying share, nor does the CFD grant you a right of ownership in the underlying share.
The trading you conduct with us is not conducted on an exchange or a Market. We act as counterparty to a Position, and as such your Positions are notional and may not be transferred.
YOU ARE RESPONSIBLE FOR YOUR DECISIONS
We provide an execution-only service. We do not, and will not, provide any advice or management in relation to a Position, your portfolio, or any trading strategy. You must rely on your own judgement or discretion (or that of an independent third-party advisor or consultant) in deciding whether or not to open or close out a Position.
YOU MUST ACT ONLY FOR YOURSELF (AS PRINCIPAL) AND NOT ON BEHALF OF OTHERS
We will deal with you on the basis that you act as principal and not as agent for an undisclosed person. This means that we will treat you as our client and the money in your account as your money, for all purposes, and you will be directly and personally responsible for performing your obligations under each Position you open or close out.
If you act in connection with or on behalf of someone else, whether you identify that person to us, we will not accept that person as an indirect customer of ours and we will not accept or owe an obligation to them. Furthermore, if another person operates your account on your behalf, we may terminate the Client Agreement and/or close any open Positions, without prior notice.
COMPLAINTS
We take complaints seriously and have in place internal procedures to ensure that a complaint is dealt with promptly and fairly. If you would like to make a complaint, please contact us in writing through the communication methods set out in these Terms to raise your complaint. We will aim to investigate and resolve your complaint to the best of our ability within 30 calendar days. Details of our complaint procedure can also be found on our website www.damanmarkets.com.
MARKET ABUSE
By trading with us you will be subject to various market abuse regulatory regimes. Accordingly, you must not carry out trading that could be considered Market Abuse.
If you carry out an activity which we consider improper trading, we reserve the right to void or cancel part or all of your Positions, close all of your trading accounts, terminate the Client Agreement, seize your improperly earned profits, or take such other action that we consider appropriate.
THIS SECTION IS A SUMMARY OF SOME KEY TERMS THAT GOVERN OUR RELATIONSHIP WITH YOU. THIS SECTION IS NOT EXHAUSTIVE AND MUST NOT BE RELIED ON IN DECIDING TO ENTER INTO THE CLIEN AGREEMENT OR OPEN OR CLOSE OUT A POSITION WITH US. YOU MUST READ ALL OF THESE TERMS IN THEIR ENTIRETY BEFORE ACCEPTANCE.
1 INITIAL MATTERS
1.1 ACCEPTING YOU AS A CLIENT
Client onboarding consists of various processes and procedures which assess the suitability of your application to become a client of Daman Markets. Accordingly, we reserve the right to decline an application to become a client, at our sole discretion and without providing a reason.
1.2 OUR RELATIONSHIP
1.2.1 These Terms, your application form and the Policies will be read together to form our client agreement (“Client Agreement”) and represent all the terms agreed between us regarding the Services we provide to you. These Terms supersede any earlier agreement between us regarding the Services. It is important that you read and understand the Terms of the Client Agreement. We can and may amend , restate or supplement these terms without notice to you and you will be bound by the new version of these Terms. A current and definitive copy of these Terms (as amended, restated, or supplemented from time to time) will be available to you on our website www.damanmarkets.com
1.2.2 The Client Agreement (and these Terms) shall come into effect on the later of the date you agree enter the Client Agreement, or the date we open your Account. The Client Agreement shall continue until it is terminated in accordance with Clause 8 (Event of Default and Termination).
1.3 CLIENT CLASSIFICATION
1.3.1 We are required to classify you as a Retail Investor, Professional Investor or Counterparty. We may request certain information from you as part of our client classification once we have completed this process. We require annual declarations from you that your classification data has not changed. You are required to update us if there is a change in such data for any reason at any time.
1.3.2 We will categorise and treat you as either a Professional Investor or a Counterparty only if you are eligible to be categorised as such. You may only be classified into one category. If you are not eligible to be categorised as a Professional Investor or Counterparty, we will categorise you as a Retail Investor. If we have classified you as a Professional Client or Counterparty, you may request us to classify you as an Retail Investor as an exception.
1.3.3 If you have been classified as a Professional Investor, you must notify us as soon as reasonably practicable If you fail to meet the conditions of a Professional Investor set out in the SCA Rulebook.
1.3.4 If we categorize you as a Professional Investor or Counterparty, you understand that there are relevant protections that are applicable to Retail Investors that we would no longer be required to provide pursuant to Applicable Regulations.
1.4 KYC AND CDD CHECKS
1.4.1 Prior to opening your Account (and at any time thereafter), we will carry out or refresh ‘know your client’ (“KYC”) and ‘client due diligence (“CDD”) checks in accordance with Applicable Regulations and our internal Policies and requirements. You agree to promptly provide us with all the information we require from you. If you do not comply promptly in full with any request we make in connection with KYC and/or CDD maters we shall be entitled to void or cancel part or all of your Positions, close all of your trading accounts, terminate the Client Agreement and/or take such other action that we consider appropriate
1.4.2 You agree and acknowledge that we may use various organizations to verify the details you have provided to us.
1.5 NO RESPONSIBILTIY FOR ACTIONS OF AN INTRODUCING PARTY
If you are introduced to us by a third party (an “Introducing Party”), you acknowledge and agree that:
(a) our responsibility is limited to our Services, which are execution only in nature;
(b) we have no responsibility or obligation, and give no warranty, representation or endorsement, regarding the conduct, action, representation, advice, recommendation or statement of an Introducing Party on which you have, or may have, relied on at the time of entering into, or during the life cycle, of a Position;
(c) subject to Applicable Regulations, we have no responsibility or obligation to verify the legal standing or regulatory status of an Introducing Party;
(d) you understand that we may pay such Introducing Party fees in connection with your trading activities. Such fees may be in the form of commissions, mark-ups or mark-downs, on a per trade basis, or any other form as agreed between us and an Introducing Party from time to time; and
(e) unless we have confirmed otherwise to you in writing:
(i) an Introducing Party is an independent intermediary;
(ii) an Introducing Party is not our agent, representative or Affiliate; and
(iii) an Introducing Party is not authorized to make a representation or statement regarding us, our Affiliated or our Services.
1.6 OPERATING YOUR ACCOUNT THROUGH AN AUTHORISED THIRD PARTY
1.6.1 To appoint an Authorized Third Party, an official and notarized power of attorney, in the form acceptable to us in accordance with the SCA Rulebook, must be signed by you addressed to the Authorized Third Party and us. Such official and notarized power of attorney will form part of the Client Agreement.
1.6.2 When you decide to appoint an Authorized Third Party to manage or operate your Account, you do so at your own risk.
1.6.3 You will remain liable for any and all acts and/or omissions by an Authorized Third Party. We will rely on Orders or other instructions given to us by the Authorized Third Party, and we will accept and act on such Orders or other instructions in good faith and without further enquiry or further monitoring of the Authorized Third Party’s compliance with instructions relating to the application of trading or investment strategies.
1.7 ACCOUNT SECURITY
1.7.1 It is your responsibility to keep your Security Information confidential.
1.7.2 Other than when you securely access your Account, we, including our employees, associates, directors, agents, and Affiliates, will never ask you for your Security Information. We will never ask you for your username or password and you should not share such Security Information with any other person, including our employees, associates, directors, agents, and Affiliates. You agree that you will not disclose your Security Information to any other person.
2 OUR ACTIVITIES AND SERVICES
2.1 OUR BISINESS MODEL
2.1.1 Execution–only, non–advisory and non-management basis – We deal on an execution-only basis; we do not advise on the merits of Positions, the timing or amount of a deposit or withdrawal of funds, or their tax consequences, and we do not provide any management services.
2.1.2 Straight through processing broker – We are a straight-through processing broker and quote the prices provided to us by certain Liquidity Providers from whom we source prices electronically through our Electronic Trading Services. Subject to sub-clause 2.1.3 below, such quotes represent prices at which we are prepared to deal with our clients.
2.1.3 A quote is not an offer to open or close a Position – A quote provided by us is indicative only and is not an offer to open or close a Position at the quoted price. A Position is opened at the quoted price only once an Order is accepted by us.
2.1.4 No reliance – We will not, and are prohibited from, providing you with:
(a) advice on the merits of a Position;
(b) recommendations in relation to an open Position; or
(c) investment, legal, regulatory, accounting, tax or other forms of advice in respect of a Position.
You should not rely on an opinion, research or analysis expressed or published by us or our Affiliates as being a recommendation or advice in relation to a Position.
2.1.5 Information not representation or appropriateness – In the course of our Services to you, we may, at our absolute discretion, provide you with:
(a) information in respect of a Position (specifically in respect of related procedures and risks and method of minimizing such risks); and/or
(b) market views, trading ideas or other information, including information about the Products and Services or making other statements to you concerning investments and investment strategy.
In providing you with such information we make no representation as to the merits, risks or appropriateness of an Order, Position, investment strategy or market condition. Information provided by us is not a recommendation, nor will it represent a comprehensive or verified assessment of the Position or the relevant market. You should not treat any information or statement, including information about the Products and Services, as investment advice on the appropriateness of any investment for you. Nevertheless, if one of our employees makes a statement (whether in response to your request for information or otherwise) regarding a Position, Product, or the market, you acknowledge and agree that you will not be entitled to rely on such statement as investment advice or a recommendation.
2.1.6 Independent appraisal – When you place an Order or open or close a Position, you represent that you have made your own independent appraisal into the risks of the Position, investment or investment strategy. You represent that you have sufficient knowledge, market sophistication, experience or that you have sought independent professional advice, to make your own evaluation of the merits and risks associated in trading with us.
2.1.7 No fiduciary duty – Unless specifically agreed between us in writing, providing a Service to you will not give rise to any fiduciary or equitable duties on our part, on the part of our Affiliates or our employees. You agree that nothing contained in these Terms will create a fiduciary, trustee, agency, joint venture or partnership relationship between you and us, you and our Affiliates or you and our employees.
2.2 INVESTMENT SERVICES
We provide brokerage trading in over-the-counter derivatives and currencies in the spot market.
2.3 PRODUCTS
Our list of products will be uploaded on our website from time to time. Please note that you should not assume that we will agree to offer some or all these Products to you. Our willingness to offer one or more Products to you will be determined by our internal policies and such other factors and considerations we determine at our sole discretion.
2.4 COMMUNICATIONS ON OUR SERVICES AND PRODUCTS
We may contact you to discuss our Services and Products, and you agree that we may call you without an express invitation to do so. We may also provide you with general trading recommendations, market commentary and other information on our Platform, Website, through electronic communications or otherwise and you agree that we may contact you in such a way without an express invitation to do so. The fact that we make such a call or otherwise contact you does not imply that we consider our Services or Products suitable for you or that we are providing you with a personal recommendation or advice.
3 PLACING AN ORDER
3.1 OVERVIEW
3.1.1 You may open or close out a Position with us (whether as “buy” or a “sell”), by placing an Order at the quoted price.
3.1.2 A quote is based on either:
(a) the bid and offer price of the applicable instrument on the Underlying Market; or
(b) the bid and offer price quoted on the Platform.
3.1.3 A quote we provide to you is valid only at the time it has been provided and is subject to change. Therefore, spreads, market spreads as well as the cost of opening or closing out a Position may change significantly depending on the prevailing market conditions and our quoted price.
3.2 PLACING AN ORDER
3.2.1 You may place an Order electronically through the Platform, unless we notify you that instructions for an Order can or should be given in an alternative manner.
3.2.2 We will only act upon an Order once received by us and we will have no liability to you for any loss or damage that may arise form delayed receipt of an Order, or non-receipt of an Order.
3.3 RIGHT NOT TO ACCEPT AN ORDER
We may, but have no obligation to, accept an Order. If we decline an Order, we will not be obligated to give you a reason. We shall, subject to Applicable Regulations, promptly notify you if we decline an Order, but will not be liable for any expense, loss or damage you incur by reason of an omission to notify you.
3.4 AMENDING AN ORDER
Once given, an order may only be withdrawn or amended with our consent, which we may give or withhold at our absolute discretion.
3.5 CANCELLATION OF AN ORDER
A request to cancel an Order may only be accepted by us if we have not already acted upon such Order.
3.6 ORDER HANDLING
3.6.1 Order Handling Policy:
(a) We execute orders in accordance with our Order Execution Policy, a copy of which is available on our website. The Order Execution Policy is part of these Terms, you consent to the Order Execution Policy.
(b) We shall use our reasonable endeavours to execute an Order promptly, but in accepting your Order we do not warrant that it will be possible to execute such Order or that the Order will be executed according to your instructions. We shall carry out an Order only when the relevant Market or Underlying Market is open for dealing, and we shall deal with an Order received outside Market or Underlying Market hours as soon as practicable, when that relevant Market or Underlying Market is next open for business (in accordance with the rules of that Marker or Underlying Market). On occasion, this may result in you obtaining a less favourable price once your Order has been executed. You acknowledge and agree that we will not be liable to you because of such less favourable price being obtained.
3.6.2 Aggregation of an Order – We reserve the right to aggregate your Order with Orders placed by other clients. Aggregation means that we may combine your Order with those of other clients for execution as a single Order. On occasion, aggregation may result in you obtaining a less favourable price once your Order has been executed. You acknowledge and agree that we will not be liable to you because of such less favourable price being obtained.
3.7 AUTHORITY
3.7.1 You authorize us to act an Order given by you, orally or in writing, through authorised channels such as the Platform, live chat, or through specified phone, e-mail or instant messaging channels.
3.7.2 You agree that:
(a) you shall hold us harmless from all losses, costs, fees, damages, expenses, claims, suits, demands and liabilities whatsoever that we may suffer or incur or that may be brought against us, in any way relating to or arising out of our acting upon any such instructions, Orders or information received from you;
(b) you shall bear the risk of all Orders or instructions given on the Platform. You shall hold us harmless from all losses, costs, fees, damages, expenses, claims, suits, demands and liabilities whatsoever if it transpires that any such Order or instruction was unauthorized, or fraudulent; and
(c) you shall indemnify us against any liabilities that we may incur or that may arise as the result of legal or other actions brought against us, arising out of our acting upon, delay in acting upon or refusal to act upon any such Order, instructions, or information.
3.7.3 Without derogating from the above, we will not be obligated to act in accordance with an Order or instruction if we believe that:
(a) the person who provided such an Order or instruction was acting in excess of their authority;
(b) acting upon such an Order or instruction would infringe upon Applicable Regulations, our Policies or these Terms; or
(c) if we have accepted an Order that we later suspect falls within sections (a) of (b) of this clause, we may, in our absolute discretion, either close out such Positions at the then prevailing price quoted on the Platform or treat that Position as having been void from the outset.
3.7.4 Nothing in this clause 3.7 (Authority) shall be construed as an obligation on our part to inquire about the authority of a person who purports to represent you.
3.8 CONTROL OF AN ORDER
We have the right to, at our absolute discretion, set a limit or a parameter to control your ability to place an Order or to give instructions. Such limit or parameter may be amended, increased, decreased, removed, or added, and may include:
(a) the Margin requirements;
(b) maximum Order amount and maximum Order size;
(c) our total exposure to you;
(d) the price at which an Order may be submitted (to include without limitation) controls over an Order which is at price that differs from the market price at the time the Order is submitted); and/or
(e) any other limit or parameter which we may be required to implement in accordance with Applicable Regulations, Policies and these Terms.
3.9 POSITION LIMITS IMPOSED BY A MARKET, AN UNDERLYING MARKET OR US
A limit on your Positions may be imposed by a Market or an Underlying Market and we may require you to limit the number of open Positions which you may have with us at any time, and we may in our absolute discretion close out one or more Positions in order to ensure that such Position limits are maintained.
3.10 TRADING RELATIONSHIP
Our trading relationship with you is subject to the following:
(a) the Client Agreement, including these Terms;
(b) the terms and conditions of a Market or Underlying Market, including an intermediate, executing or clearing broker;
(c) all Applicable Regulations;
(d) all Policies; and
(e) any other 0ther terms agreed between us.
3.11 MARKET ACTION
If a Market or an Underlying Market takes an action which affects a Position, or becomes insolvent or is suspended from operating, then we may take any action, including an action which may affect a Position or these Terms, which we, in our absolute discretion, consider necessary to mitigate losses incurred. All such actions shall be binding on you.
If a Market or an Underlying Market makes an enquiry in respect of you, an Authorised Third Party, or a Position, you agree to cooperate and promptly supply the information requested, taking into account Applicable Regulations
3.12 GOVERNMENTAL, REGULATORY AND LAW ENFORCEMENT ACTION
If a governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation anywhere in the world takes an action which affects our relationship with you or a Position, then we may take such action, which we in our absolute discretion, consider necessary.
If an authority listed above makes an enquiry in respect of you or a Position, you agree to cooperate with us and promptly supply the information requested to us and the relevant Authority, taking into account Applicable Regulations.
3.13 CONFIRMATIONS AND ACCOUNT STATEMENTS
Subject to the terms of a Position, we will send you a confirmation at the end of each trading day detailing the Positions that have been opened or closed out on that particular trading day. Such confirmation will be available on the Platform or via any other electronic medium determined by us. It is your responsibility to inform us if you do not receive a confirmation, or if a confirmation or information relating to a particular Position is incorrect. A confirmation will, in the absence of manifest error, be conclusive and binding on you unless we receive an objection in writing within five Business Days of receipt, or we notify you of an error in the confirmation within the same period. Any disputes arising out of an Account Statement will be handled by our Compliance Department.
We will provide with Account Statements in electronic form through the Platform or on any other electronic medium determined by us in accordance with Applicable Regulations. Such Account Statements will generally include confirmations of Positions, your end of day trading balance and the profits and losses in your Account (realised and unrealised). It is your responsibility to check your Account Statement carefully. You may at any time request information on the status of your Orders.
3.14 MARKET ABUSE AND CONDUCT
If we believe that you or your Authorised Representative has, or has attempted to, manipulate our quote, execution process or the Platform, or have attempted any form of Market Abuse, we may in our absolute discretion, without notice to you, do one or more of the following (to the extent permitted by Applicable Regulations):
(a) claim any money you owe us under a Position;
(b) treat all your open Positions as void from their inception;
(c) withhold or set-off against any funds which we suspect to have been derived from such activities;
(d) close out your open Positions;
(e) adjust the Equity in your Account;
(f) suspend or terminate your Account;
(g) terminate the Client Agreement without the need for a court order; and
(h) take such action as we consider appropriate.
You agree that you will not engage in Market Abuse or require or encourage another to do so, or otherwise contravene similar requirements under Applicable Regulations.
You warrant, represent and undertake that you are aware of, and understand the Applicable Regulations relating to Market Abuse. You acknowledge and agree that we may monitor your Orders, and that we have a legal obligation to make certain reports to the relevant authorities, and to supply information to them about you and your Positions.
3.15 ANTI-MONEY LAUNDERING
3.15.1 You represent, warrant and undertake to us at the time of entering into the Client Agreement that:
(a) you are now and will be at all times, acting in compliance with all applicable regulations and guidance concerning anti-money laundering; and
(b) the funds that we receive from you do not represent the proceeds of criminal or terrorist activity or an activity of a similar nature.
3.15.2 Every time you give us an Order or open or close out a Position with us, you will be deemed to represent, warrant and undertake to us as set out in clause 3.15.1(a) and (b)
3.15.3 We may cease to act without explanation in certain circumstances. You agree that we will have no liability to you in respect of any liabilities to the extent that they arise out of, or in compliance with the requirements of the applicable anti-money laundering legislation, as varied or amended from time to time, or any other statutory provisions.
3.16 INACTIVE ACCOUNTS
3.16.1 Unless we determine otherwise, an Account will be deemed to be dormant or inactive when: (i) there have been no open Positions on the Account for a period of 3 years, (ii) there has been no update in your data or personal information for a period of 3 years; or (iii) as otherwise required by Applicable Regulations.
3.16.2 We will notify you if your Account is dormant or inactive in accordance with Applicable Regulations and you shall take those steps to activate or close your Account as we may require and in the timeline we specify. We may deactivate your Account if it has been dormant or inactive.
3.16.3 You may, without our consent, reactivate your Account by contacting us and following the steps advised to you. If you do not wish to activate your Account, you can contact us to close your Account and the relevant provisions of 8 (Event of Default and Termination) will apply to your termination of the Client Agreement and the closure of your Account.
4 EQUITY, MARGIN AND LEVERAGE
4.1 EQUITY, MARGIN AND FREE MARGIN
4.1.1 The balance of your Account is the sum of money in your Account which comprises of realised profit or loss, as the case may be (the “Balance”). For the avoidance of doubt, profit or loss becomes realised in the Account once an open Position is closed. The equity of your account (the “Equity”) is the total of the (i) Balance and (ii) unrealised (floating) profit or loss, as the case may be, on your open Positions
4.1.2 Margin means the portion of your Equity that is utilised to open one or more Positions (the “Margin”). For the avoidance of doubt, Margin is not deducted from the calculation of your Equity.
4.1.3 Margin cannot be used to open another Position nor can it be withdrawn from your Account.
4.1.4 The portion of your Equity that is not Margin is free margin (the “Free Margin”). Free Margin may be used to open another Position and/or can be withdrawn from your Account.
4.1.5 You agree to maintain at all times, without demand from us, Margin requirements for the Positions in your Account. You agree that we are entitled to determine the Margin requirements in our sole and absolute discretion. In setting your Margin requirements, we take into consideration multiple factors including but not limited to Applicable Regulations, your Equity, your Balance, your trading history and patterns, your trading style, your trading experience, the potential volatility of the Products you are trading, and the historical volatility of the Products you are trading. Your Margin requirements shall be determined by us in our absolute discretion and our determination as to your Margin requirements shall be conclusive and binding on you.
4.2 MARGIN CALLS AND AUTO STOP-OUT
4.2.1 If the Equity falls below an amount that equals to one hundred percent of your Margin, your Account will be subject to a margin call (the “Margin Call”).
4.2.2 If your Equity falls to or below an amount that equals 30% (thirty percent) or such other percentage as prescribed by us in our absolute discretion from time to time of your Margin, an auto-stop-out will occur, whereby some or all of your open Positions will automatically be closed out by the automated risk management system, in order to bring your Equity above the required amount (the “Auto Stop-Out”). We do not discretionally manage your portfolio. The automated risk management system may automatically first close out the open Positions that carry the greatest loss. The automated risk management system may then close out such number of additional open Positions successively until the Equity in your Account is above the required amount. The automated risk management system may ultimately close out all your open Positions and you should be prepared for this and ensure that you can sustain all losses that may result if this was to happen.
4.2.3 In the event of a Margin Call, you may, to bring your Equity above your Margin:
(a) close one or more of your open Positions;
(b) deposit funds in your Account; or
(c) a combination of both (a) and (b).
4.2.4 Provided that you have not opted out of receiving system generated emails, and in the absence of any system errors or malfunctions, we will inform you of a Margin Call as soon as possible. Nonetheless, you agree and acknowledge that it is your responsibility to monitor your Account and always that you maintain sufficient Equity to meet your Margin requirements at all times. You understand and agree that you only Free Margin will be available to you.
4.2.5 You undertake that you will (i) maintain in your Account, at all times, sufficient Margin to meet your Margin requirements; (ii) reduce your open Positions; and/or (iii) transfer adequate Margin to your Account as may be necessary to satisfy your Margin requirements. You may access details of Margin amounts which are paid by you or due to us through the Platform.
4.3 LEVERAGE
4.3.1 Leverage is a mechanism through which you are able to open a Position for a value that is higher than the amount of Margin. As the Products are leveraged, Margin will fund only part of the Position and we finance the remainder.
4.3.2 Leverage is expressed as ratio such as 10:1, 100:1, 200:1 or 400:1. The higher the ratio of leverage you use, the less Margin you need to open a Position, in proportion to the notional value of the Position. What this may mean for you is that for a Product that is leveraged at a 200:1 ratio, you may open a Position with a notional value of USD1,000.00 using USD5 as the Margin.
4.3.3 The amount of Margin is calculated with reference to a percentage of the notional value of an open Position. We determine the percentage of the notional value that is required as Margin by an underlying instrument, and we may change the percentage from time to time at our absolute discretion, which we will notify to you in accordance with Applicable Regulations.
4.3.4 We reserve the right to change the leverage of a Product or Account, from time to time, at our absolute discretion. We will endeavour to provide you with reasonable notice of such change, where practicable. It is your responsibility to monitor for changes to the leverage, which may occur due to:
(a) change in prevailing Market conditions;
(b) a risk assessment; and/or
(c) increased market volatility.
5 CHARGES AND PAYMENTS
5.1 CHARGES
You shall pay the charges for our Services. We may vary our charges from time to time and you will be bound by any changes we make.
5.2 PAYMENTS
5.2.1 Unless otherwise specified, all payments, charges, fee and other amounts that may become due to us under these Terms shall be paid immediately, and in such currency as we may from time to time specify. All payments and dues will be made by you without any deductions or withholding and shall be made exclusive of VAT.
5.2.2 We reserve the right to set-off any and all payments, charges, fee and other amounts that may become due to us under these Terms against money that is in your Account.
5.3 CALCULATIONS
Other than as specified, for the purposes of any calculation under these Terms, we may convert amounts denominated in one currency into such other currency as we may from time to time specify in our absolute discretion, at such rate prevailing at the time of the calculation as we may select.
6 CLIENT MONEY
6.1 Money belonging to you which is held by us in each Account (the “Client Money”), will be held us in our designated client money account. Client Money is segregated from our assets.
6.2 We may place your funds in our designated Client Money account in a different currency to the currency used to open your Account. Such Client Money will be at least equal in value and will be in compliance with Applicable Regulations.
6.3 No interest is due or payable in respect of Client Money.
6.4 Whilst we remain responsible for handling Client Money, certain operational functions relating to payment processing may be outsourced.
6.5 Deposits and withdrawals are governed by the relevant Policy and Applicable Regulations.
6.6 Notwithstanding SECTION 6.5 above, where you have a positive balance on your Account, you may request a withdrawal for any amount of the positive balance. We may, at our sole and reasonable discretion, withhold or refuse to make payment until such time as you have provided all required KYC documentation. You agree to provide all such documentation promptly upon our request, and you acknowledge that failure to provide such documentation may result in the delay or denial of your withdrawal request.
7 REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS
You represent, warrant and undertake to us both (i) on the date you enter into the Client Agreement; and (ii) on the date on which a Position is opened or closed out, that:
(a) you have full legal capacity to enter into the Client Agreement, and are not subject to a law regulation which prevents your adherence to or performance of an obligation under these Terms;
(b) you are entering in the Client Agreement for valid commercial purposes;
(c) you have all necessary authority, power, consent, license and authorisations, and have take all necessary action, to enable you to lawfully enter into, deliver and perform your obligations under the Client Agreement;
(d) you are duly authorised to enter into the Client Agreement, and effect each Position;
(e) these Terms and the terms of each Position are binding upon you and enforceable against you, and are not contrary to (i) a law, regulation, order, judgement of a court or other agency of government applicable to you or your assets; (ii) a contractual restriction binding on or affecting you or your assets; (iii) any charge or agreement by which you are bound;
(f) in asking us to open or close out a Position, you have been solely responsible for making your own independent appraisal and investigations into the risks of such action and Position, or you have sought independent professional advice, and you have sufficient knowledge and experience to do so. You are also capable of assuming and assume, the risks of that Position;
(g) you are acting as principal and sole beneficial owner in entering into the Client Agreement and each Position (where applicable to the type of Position being contemplated) and we are not acting as a fiduciary for, or an adviser to, you in respect of that Position;
(h) you will provide us with accurate and non-misleading information on your financial position, domicile or any other information we may request from you. You will promptly notify us of a change to such information;
(i) you are willing and financially able to sustain a total loss of funds, and trading of such Product is a suitable investment vehicle for you;
(j) you are the sole beneficial owner of the Equity you transfer under these Terms;
(k) you are in compliance with all Applicable Regulations to which you are subject, including without limitation, all tax laws and regulations, exchange control requirements and registration requirements, and you will use all reasonable steps to comply with all Applicable Regulations in relation to these Terms and each Position, where such Applicable Regulations do not apply to you but your cooperation is needed to help us comply with our obligations;
(l) you will, if so required, make appropriate disclosures to all relevant authorities. You understand that we are entitled, and in some cases required, to report a relevant Position to a relevant regulatory authority subject to Applicable Regulations;
(m) if you are a company, you are duly incorporated and validly existing under the laws of the jurisdiction of your incorporation;
(n) if you are a company, you have the power to own assets and carry on business, as it is being conducted;
(o) you will always obtain and comply with, and do all that is necessary to maintain in full force and effect, the authority, power, consent, license and authorisation of a governmental or other authority referred to in this clause 7 (Representations, Warranties and Undertakings) and will shall obtain any that may become necessary in the future;
(p) you shall promptly notify us of the occurrence or likely occurrence of an event of default in respect to yourself in connection with these Terms; and
(q) you shall provide us with such information or documents as we may reasonably require to evidence the matters referred to in this clause 7 (Representations, Warranties and Undertakings) or to comply with Applicable Regulations.
8 EVENTS OF DEFAULT AND TERMINATION
8.1 TERMINATION
8.1.1 Unless required by Applicable Regulations, either party may terminate the Client Agreement (and the relationship between us), without cause and without the need for a judicial order, by giving ten Business Days’ prior written notice.
8.1.2 The following circumstances constitute an event of default, under which we may terminate the Client Agreement without need for a court order with two Business Days’ prior written notice, if the breach has not been remedied:
(a) Breach of Terms – You fail to comply with or perform your obligations (in whole or in part), including the obligation to make payment of Margin or dues under these Terms.
(b) Repudiation of these Terms – You disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, these Terms, or such action is taken by a person or entity appointed to act on your behalf.
(c) Failure to comply – Failure to adhere to or comply with a representation, warranty or covenant made or repeated or deemed to be made or repeated by you under these Terms.
(d) Default under another agreement – You (i) default under an agreement with us, other than the Client Agreement, or an agreement with our Affiliates; or (ii) disaffirm, disclaim, repudiate or reject, in whole or in part, or challenge the validity of, such other agreement.
(e) Cross-default – The occurrence or existence of any of the following: (i) a default, (ii) an event of default or (iii) other similar condition or event (however described) in respect of you, under one or more agreements or instruments (individually or collectively) related to borrowed money which has resulted in such indebtedness becoming, due and payable or where you have failed to make such payments when due and payable.
(f) Manifest error – We determine in our absolute discretion there is an error in, or lack of clarity within (i) the pricing of a Product, taking into account relevant information as applicable, including the state of the Underlying Market; and/or (ii) an information source or pronouncement.
(g) Force Majeure event – A Force Majeure event, as referenced in clause 9.4 (Force Majeure), is an event of default and may subsequently become a termination event.
(h) Insufficient KYC or CDD – You are unable or unwilling to complete, to our satisfaction or as required under the Applicable Regulations, any KYC, CDD, or you fail to provide us with any proof of source of wealth and/or source of funds, which may be requested from time to time.
(i) Merger – If you are a Company, there is a change in the ultimate beneficial ownership of you such that an unrelated person or group of persons acquire(s) 50.01% or more of the ultimate beneficial ownership interests in you or you consolidate, amalgamate with, merge with or into, or transfer all or substantially all your assets to another entity.
Notwithstanding the above, if an event of default is continuing or has a material effect on the Client Agreement, the Client Agreement will terminate with immediate effect, without notice and without the need for a court order.
8.1.3 The following circumstances constitute termination events, upon which the Client Agreement will automatically terminate with immediate effect, without notice and without the need for a court order:
(a) Insolvency, bankruptcy or death – The occurrence or existence of the following: (i) your insolvency, dissolution or bankruptcy (as applicable); or (ii) where you are a natural person, your death or lack of legal capacity.
(b) Improper trading activity or violation of Applicable Regulation or market practice – The occurrence or existence of the following:
(i) we, believe that you may have engaged or may be engaging in improper, unlawful or unfair trading activity;
(ii) you act in a manner that manipulates our price or that of our liquidity pool; or
(iii) we consider it necessary or desirable to prevent a violation of Applicable Regulations or good standard of market practice.
(c) Material adverse effect – An action is taken, or event occurs which we in our absolute discretion consider might have a material adverse effect upon your ability to perform your obligations under these Terms.
(d) Illegality – We determine that, due to an event or circumstance (other than an act or breach of a party) it would become unlawful to comply with these Terms under Applicable Regulations.
(e) Market disruption – We believe that a circumstance exists (or that a circumstance would exist in the future) in which: (i) the Underlying Market relating to a Position; or (ii) the access to underlying pools of liquidity, in either case is, or will be, suspended, closed, materially impaired or cannot be relied upon.
(f) Delisting – We determine that: (i) the Underlying Market relating to a Position; or (ii) the Underlying liquidity pool, announces that it has ceased or will cease to list, trade or publicly quote the Product, for any reason and is not immediately re-listed, re-traded or re-quoted on the Underlying Market, as applicable.
(g) Change in Applicable Regulations – If there are changes to Applicable Regulations which result in: (i) non-compliance with the amended Applicable Regulations; (ii) our relationship with you or the continued performance of these Terms no longer being commercially feasible or desirable; or (iii) one or more Positions is or will no longer be commercially feasible or desirable.
(h) Straight through processing disruption – We determine that we are unable, after using commercially reasonable efforts, to establish, re-establish, substitute, maintain or dispense of a transaction to our pass-through venue, to facilitate the execution of your instructions.
(i) Tax event – If an action is taken by a tax authority, or brough by a court of competent jurisdiction against a party, or a change in application of tax, or a change in tax law or a substantial likelihood of a change in tax law, that will (or may) result in additional payments or deductions or withholding in tax on payments under these Terms (or any part thereof).
8.2 LIQUIDATION DATE
8.2.1 In the event of a termination in accordance with clause 8.1.1, on or after the occurrence of an event of default under sub-clause 8.1.2 or a termination event under sub-clause 8.1.3, we will specify a date (the “liquidation date”) on which your open Positions will be terminated and liquidated. In the case of an event of default, in our absolute discretion this may include: (i) all open Positions; or (ii) those open Positions which we determine are affected, noting that this action does not constitute discretionary management of your Positions; and, in the case of a termination event, this may include all open Positions.
8.2.2 The liquidation date will be designated by us in all circumstances, including when an act of insolvency occurs in respect of us.
8.3 PAYMENT
Unless and until a liquidation date has been effectively set or has passed, we shall not be obligated to honour a withdrawal request for all or part of the Equity in your Account if there is a continuing event of default until such event of default is remedied or until the liquidation date, whichever comes first. We reserve the right in all circumstances to set-off any amount owing to us.
8.4 ADDITIONAL RIGHTS
Our rights under this clause 8 (Events of Default and Termination) shall be in addition to, and not in limitation to or exclusion of, other rights which may have (whether by agreement, operation of law or otherwise).
8.5 APPLICATION OF NETTING TO POSITIONS
This clause 8 (Events of Default and Termination) applies to each Position entered into or outstanding between us on or after the date the Client Agreement takes effect.
8.6 RIGHTS FOLLOWING AN EVENT OF DEFAULT OR TERMINATION EVENT
On, and following, the occurrence of an event of default or a termination event, or at a time after we have determined in our absolute discretion that you have not performed (or we reasonably believe that you will not be able or willing to perform) an obligation under these Terms, we are entitled without prior notice to you:
(a) to close out or otherwise deal a Position or take, or refrain from taking, such other action at such time or times and in such manner as, at our absolute discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss or liability under or in respect of any of contracts, Positions or commitments and without being responsible for a loss or diminution in price; and
(b) to terminate the Client Agreement immediately.
8.7 CONSEQUENCES OF TERMINATION
Notwithstanding the right of set-off we have under these Terms or under Applicable Regulations, upon termination of the Client Agreement, all amounts payable by you to us will become immediately due and payable including:
(a) outstanding fees, charges and commissions;
(b) dealing expenses incurred in terminating the Client Agreement;
(c) losses and expenses incurred by us resulting from closing out a Position, or settling an outstanding obligation owed by you to us under the Client Agreement; and
(d) other amounts which are due and payable by you but which are unpaid.
8.8 DEATH
8.8.1 If we are notified of your death, confirmed by way of an official certificate, duly issued from the country of residence of such client, we will manually close all open Positions on your Account. We will subsequently transfer the Equity, following the deductions of associated costs, in accordance with the payment terms and conditions, which can be found on our Website www.damanmarkets.com.
8.8.2 If we are unable, for whatever reason, as determined at our sole discretion, to return the net Equity to your Account, we shall retain all amounts until such time we receive a formal decision issued by the competent authority in the relevant jurisdiction specifying where such amounts should be transferred, and we will act in accordance with such instructions.
8.9 SURVIVAL
Clause 9 (Exclusions, Limitations and Indemnity) and Clause 11 (Miscellaneous and governing law) and any other provision of these Terms which by implication is intended so to do, shall survive termination.
8.10 EXISTING RIGHTS
Termination of the Client Agreement will be without prejudice to the completion of a Service already initiated or instructions already given and will not affect accrued rights, existing commitments or a contractual provision intended to survive termination.
9 EXCLUSIONS, LIMITATIONS AND INDEMNITY
9.1 GENERAL EXCLUSION
9.1.1 Subject to Applicable Regulations, neither we nor our directors, officers, employees, agents, representatives or Affiliates (including their directors, officers, employees, agents or representatives) shall, up to the maximum extent permitted by Applicable Regulations, be liable for loss, damage, cost or expense, suffered or incurred by you arising directly or indirectly out of or in connection with the Client Agreement (including these Terms) or the closing out of your open Positions on a liquidation date or any date determined by us in our absolute discretion, whether arising out of gross negligence, breach of contract, misrepresentation or otherwise (including where we have declined to open a Position), even if such loss is a reasonably foreseeable consequence, unless it arises directly from our fraud.
9.1.2 Subject to Applicable Regulations, in no circumstances, shall our liability include loss suffered by you or a third party for special damage, loss of profit, loss of goodwill or loss of business opportunity arising under in connection with these Terms, whether arising out of negligence, breach of contract, misrepresentation or otherwise, including an act or omission arising out of or in connection with an error in an instruction given by you or on your behalf, or an instruction which is or which reasonably appears to be from you.
9.1.3 Nothing in these Terms will limit our liability for death or personal injury resulting from our negligence.
9.1.4 This general exclusion shall not be affected by termination of the Client Agreement.
9.2 TAX IMPLICATIONS
Subject to Applicable Regulations, neither we nor our directors, officers, employees, agents, representatives or Affiliates (including their directors, officers, employees, agents or representatives) shall be liable for any adverse tax implication of a Position whatsoever.
9.3 CHANGES IN THE MARKET
Without limitation, we do not accept liability by a reason of a delay or change in market conditions before instructions relating to a Position are effected.
9.4 FORCE MAJEURE
9.4.1 We shall not be liable to you for any delayed, partial or complete non-performance, or non-performance, of our obligations hereunder by reason of Force Majeure. Nothing in these Terms will exclude or restrict a duty or liability we may have to you under the Applicable Regulations, which may not be excluded or restricted thereunder.
9.4.2 We shall use all reasonable endeavours to bring the Force Majeure event to a close or to find solution by which these Terms may be performed despite the continuance of Force Majeure circumstance, and we shall take all reasonable steps to resume performance as soon as is reasonably practicable following the cessation of a Force Majeure event.
9.5 INDEMNITY
9.5.1 You shall pay to us all such sums as we may, from time to time, require in or towards satisfaction of a debit balance on your Account.
9.5.2 You shall pay to us, our directors, officers, employees, agents, representatives or Affiliates (including their directors, officers, employees, agents or representatives), on a full indemnity basis, any and all losses, liabilities, costs and expenses (including legal fees), taxes, imposts and levies which we or any of them may incur or be subject to with respect to your Accounts, all Positions and all matching transactions on any Underlying Market or by the enforcement of our rights or the rights of our Affiliates.
9.5.3 You shall pay to us, our directors, officers, employees, agents, representatives or Affiliates (including their directors, officers, employees, agents or representatives), on a full indemnity basis, any and all losses, liabilities, costs and expenses (including legal fees), taxes, imposts and levies which we or any of them may incur or be subject to as a result of a misrepresentation by you or a breach by you of your obligations to us under the Client Agreement (including these Terms) or by the enforcement of our rights or the rights of our Affiliates.
9.5.4 All sums payable under this clause 9.5 (Indemnity) shall be paid free and clear of all deductions of withholdings unless the deduction or withholding is required by law.
9.5.5 The provisions of this clause 9.5 (Indemnity) shall not exclude or restrict any duty or liability which we our directors, officers, employees, agents, representatives or Affiliates (including their directors, officers, employees, agents or representatives) may have in relation to you under the SCA Rulebook.
9.6 NO RELIANCE
You acknowledge that you have not relied on or been induced to enter into the Client Agreement by any statement or representation other than those expressly set out in the Client Agreement. Neither we nor any of our directors, officers, employees, agents, representatives or Affiliates (including their directors, officers, employees, agents or representatives) will not be liable to you for any statement or representation that is not set out in the Client Agreement.
10 DATA PROTECTION & REGULATORY DISCLOSURE
10.1 Data Protection
10.1.1 You acknowledge and agree that you will provide us with personal information for us to perform the Services (the “Personal Data”).
10.1.2 The processing of your Personal Data will be done in accordance with our privacy policy (a copy of which can be found on our website www.damanmarkets.com
10.1.3 We comply with the Applicable Regulations on data protection, which govern how we may use Personal Data. We will not retain your Personal Data longer than is necessary to achieve the purpose for which the Data was collected and processed, unless we are required to do so by law or there is a lawful purpose to retain your Personal Data for a longer period.
10.1.4 You acknowledge that we will use the Personal Data as necessary for the purpose of providing Services, recovering a debt and preventing fraud, or money laundering and you also consent that we may process the Personal Data for purposes of products surveys, statistics, analytics and/or marketing, only to the extent necessary in each specific case.
10.1.5 We may also share your Personal Data with other entities within the Daman Group for the same purposes. “Daman Group” means, (i) Daman Investments PSC (“Daman”); (ii) any corporation, association or other legal entity or branch in which Daman directly or indirectly holds shares; (iii) any corporation, association or other legal entity or branch which directly or indirectly holds shares in Daman (“Holding Company”); (iv) any corporation, association or other legal entity which is owned or controlled by any Holding Company; and (v) any corporation, association or other legal entity (including any sole establishment) or branch which is owned or controlled by any person(s) who holds shares in a Holding Company acting singly or jointly.
10.1.6 We may also share Personal Data with our professional advisers (such as legal representatives, auditors, and insurance providers), and service providers who perform services on our behalf based on our instructions. We do not authorize such advisers, partners and service providers to use or disclose Personal Data except as necessary to perform the services or comply with legal requirements.
10.1.7 In order to perform the Services, we may transfer the Personal Data to recipients in countries other than the country in which the data was originally collected. Where we transfer personal data to another country for processing by a recipient, we will require the recipient to protect the personal data received in accordance with the data protection requirements under the UAE Data Protection Law. This may include the requirement to put appropriate safeguards in place to protect the personal data.
10.1.8 By entering into the Client Agreement you consent to the processing of your Personal Data in accordance with this clause 10.1, and, if you provide us with data concerning other individuals, that in respect of each Data Subject you have provided to us, you have obtained their explicit consent to our using their Personal Data for the purposes described and can demonstrate this to us if requested.
10.1.9 You have the right to withdraw your consent for us to process your Personal Data at any time by contacting us on the following email ([INSERT EMAL ADDRESS]), provided that such withdrawal does not affect the processing of your Personal Data as required to finalize the performance the Services.
10.2 Regulatory Reporting
Under Applicable Regulations, we may be obliged to make information about certain Positions public. You agree and acknowledge that all proprietary rights in information relating to such Position are owned by us and you waive any duty of confidentiality attached to the information which we reasonably disclose.
10.3 Reporting obligations to you
We may provide you with regular reports on the performance of our Services in accordance with Applicable Regulations. Such reports may be included in periodic communications to you and take into account the type and complexity of the investments involved and the nature of our Services provided to you and, where applicable, will include the associated costs and charges.
11 MISCELLANEOUS AND GOVERNING LAW
11.1 Language
These Terms are supplied to you in Arabic and English and we will continue to communicate with you in Arabic or English (as requested by you) for the duration of these Terms. You may receive documents and other information about us in Arabic, English and other languages. If a document is translated into another languages. If a document is translated into another language, this will be for information purposes only and the Arabic version will prevail in the event of a conflict or inconsistency.
11.2 Applicable Regulations
11.2.1 The Client Agreement is subject to Applicable Regulations. Applicable Regulations are binding on us and you.
11.2.2 Nothing in the Client Agreement excludes or restricts an obligation which we have to you under Applicable Regulations.
11.2.3 We may take or omit to take an action we consider necessary to ensure compliance with Applicable Regulations. Actions that we take or fail to take for the purpose of compliance with Applicable Regulations will not render us or our directors, officers, employees, agents or Affiliates liable.
11.3 Amendments
11.3.1 We may amend these Terms at our sole discretion, by posting the amended and restated Terms on our Website. We will notify you in writing of such amendments and, if Applicable Regulations so require, we may require your express consent to continue provision of our Services. Where Applicable Regulations require that your consent be obtained, any such amendment will come into effect on the date you provide consent or otherwise expressly agree to the amendment of our Terms. If you refuse to give your consent, we may terminate the Client Agreement without notice and stop providing the Services. Where Applicable Regulations do not require that your consent be obtained, any such amendment will come into effect on the date the amended and restated Terms are posted on our Website. Unless otherwise agreed or required by Applicable Regulations, any amendment to these Terms will not affect any outstanding Orders, open Positions, legal rights or obligations which may have arisen.
11.3.2 We may also amend these Terms to comply with Applicable Regulations and/or the requirements of the SCA from time to time. If these Terms are amended for this reason, we will provide written notice to you of such amendment within 30 calendar days, which may include sending an email to you or publishing the amendments on our Website. Any such amendment will come into effect on the date specified by us.
11.4 Notices
Unless otherwise agreed, a notice, instruction and other communication by us under the Client Agreement will be sent to the e-mail address you registered with us. A notice, instruction or other communication shall take effect on dispatch. Every notice, instruction or other communication to you (except confirmations, Account Statements, and Margin Calls) is conclusive unless you provide us with a written objection within five Business Days’ of the date on which such document was dispatched. You shall notify us of a change to you address telephone number or e-mail address in accordance with this clause 11.4 (Notices).
11.5 Communication with us
You may communicate with us in writing, through email or by other electronic means or orally (including by telephone). Our contact details for communication are as follows:
Address: Al Daman Securities LLC, 6th Floor, Sheikh Rashid Tower, Dubai World trade Centre, PO 9436, Dubai, UAE
Telephone Number: +971 4 3324140
Email Address: The email address of your Account Manager or if unavailable, our support email address – info@daman.ae
Our website can be found at: www.damanmarkets.com
These contact details will be used as the method of communication between us. However, for sending Orders and other instructions to us, please see clause 3 (Placing an Order).
11.6 Communications
11.6.1 Subject to Applicable Regulations, in the event that any form of electronic signatures are used in a communication between us, such communication is binding as if it were sign in ‘wet ink’ writing. Orders or instructions given by you through email or other electronic means will constitute evidence of the Orders or instructions given.
11.6.2 Acceptance of these Terms or other documents done through electronic means such as tick box on the Website, or acceptance through e-mail or on the Platform shall constitute evidence of your acceptance of these Terms and other documents.
11.7 Policies
11.7.1 All our Policies, in force from time to time, are part of the Client Agreement. By accepting these Terms you confirm that you have read and understood the Policies and accept the Policies.
11.7.2 We may amend our Policies at our sole discretion, by posting the amended and restated Policy on our Website. We will notify you in writing of such amendments and, if Applicable Regulations so require, we may require your express consent to continue provision of our Services. Where Applicable Regulations require that your consent be obtained, any such amendment will come into effect on the date you provide consent or otherwise expressly agree to the amendment of our Policy. If you refuse to give your consent, we may terminate the Client Agreement without notice and stop providing the Services. Where Applicable Regulations do not require that your consent be obtained, any such amendment will come into effect on the date the amended and restated Policy is posted on our Website. Unless otherwise agreed or required by Applicable Regulations, any amendment to our Policies will not affect any outstanding Orders, open Positions, legal rights or obligations which may have arisen.
11.8 Complaints Procedure
11.8.1 We have internal procedures for handling complaints fairly and promptly in accordance with our Complaints Handling Policy. You may submit a complaint to us by letter, telephone, e-mail, or in person. We will send you a written acknowledgment of your complaint within three Business Days’ of receipt of your complaint. Please contact us if you would like further details regarding our complaint procedures.
11.8.2 You may submit a written complaint by addressing it to the Compliance Manager by email to Compliance@daman.ae or by phone on the number listed on our Website.
11.9 Conflicts of Interest
11.9.1 Situations may arise where our interests, or those of our Affiliates, directors, employees, agents, representatives, staff or other clients, conflict with your interests.
11.9.2 Our Conflicts of Interest Policy is a Policy we maintain setting out the circumstances which may constitute or may give rise to a conflict of interest, the procedures we follow, and the measures we adopt to identify, prevent, or mitigate such conflicts.
11.9.3 A copy of our Conflicts of Interest Policy is available on our Website www.damanmarkets.com. The Conflicts of Interest Policy is part of these Terms and the Client Agreement. By entering into the Client Agreement, you accept our Conflicts of Interest Policy.
11.10 Entire Agreement
11.10.1 The Client Agreement replaces any previous agreement between us in relation to the subject matter of the Client Agreement. Except as otherwise provided in Client Agreement, Client Agreement represent the entire terms on which our trading relationship is established.
11.10.2 The Client Agreement, the particular terms applicable to each Position (including the confirmation applicable to a Position), and an amendment to either, will constitute a single agreement between us.
11.11 Assignment
11.11.1 The Client Agreement is for the benefit of and binding upon you and us, and our respective successors and assignees and it is not assignable, chargeable or transferable by you without prior written consent. As such, you shall not assign, charge or otherwise transfer your rights or obligations under the Client Agreement or an interest in these Terms, without prior written consent. An assignment, charge or transfer without our written consent will be void. You shall not allow a trust to be declared over any of your rights under the Client Agreement without our prior written consent.
11.11.2 Subject to Applicable Regulations, we may delegate the performance of our obligations to an appropriate third party. Such delegation will not affect our obligations under the Client Agreement. We will be entitled to assign all or part of our benefits or rights under the Client Agreement without your consent.
11.12 Joint and several liability
If you are a partnership, or otherwise comprise more than one person, your liability under the Client Agreement will be joint and several along with such other person. In the event of the death, bankruptcy, winding-up or dissolution of one or more of such persons (but without prejudice to the foregoing or our rights in respect of such person and their successors) the obligations and rights of all other connected persons under the Client Agreement shall continue in full force and effect.
11.13 Confidentiality
11.13.1 You and we both irrevocably agree and undertake:
(a) to use best endeavours to keep confidential, and to ensure respective officers, employees, agents and professional and other advisers keep confidential, all confidential information;
(b) not to give, disclose, sell, transfer, charge or otherwise dispose confidential information, in whole or in part, to another person; and
(c) not to use the confidential information other that for the purposes contemplated under the Client Agreement.
11.13.2 This clause 11.13 (Confidentiality) does not apply to:
(a) information which is or becomes publicly available (otherwise than as a result of a breach of clause 11.13);
(b) the disclosure of information to the extent such disclosure is required in order to provide the Services, subject to Applicable Regulations; and
(c) the disclosure of information to the extent such disclosure is required by law, a court of competent jurisdiction, a governmental official or regulatory authority, or a binding judgment, order or requirement of a competent authority.
11.14 Rights and remedies
The rights and remedies provided under these Terms are cumulative and not exclusive of those provided by Applicable Regulations. We are under no obligation to exercise a right or remedy. A failure or delay by us in exercising our rights under these Terms (including a Position) or otherwise is not a waiver of such right or remedy. No single or partial exercise of a right or remedy will prevent further exercise of that right or remedy or the exercise of another right or remedy.
11.15 Set-off
11.15.1 We may at any time and without notice to you set off amounts that you owe to us (whether actual or contingent, present or future). These amounts may be set-off form your Account.
11.15.2 You agree that you may not exercise a right of set-off against amount you owe to us under these Terms. We are not obliged to exercise our rights under this clause 11.15 (Set-off), which may be without prejudice to and in addition to a right of set-off, combination of Accounts, lien or other right to which are at any time otherwise entitled (whether by operation of law, contract or otherwise).
11.16 Partial invalidity
If, at any time, a provision of these Terms is or becomes illegal, invalid or enforceable in any respect under Applicable Regulations, neither the legality, validity or enforceability of the remaining provisions of these Terms nor the legality, validity or enforceability of such provision under the law of another jurisdiction will be affected or impaired.
11.17 Recording and monitoring of communications
We may monitor and record communications we have with you under the Client Agreement, using monitoring devices or other technical and physical means. The monitoring and recording of communications may take place whenever we deem necessary for the purposes permitted by Applicable Regulations and to ensure regulatory compliance. Telephone conversations and other electronic communications may be recorded without use of a warning tone or notification to ensure that the material terms of a Position, and other material information relating to the Position, are promptly and accurately recorded. Such records will be our sole property and accepted by you as evidence of the Orders or instructions given. We may use such recordings and other records as evidence in court, regulatory, administrative or other proceedings.
11.18 Our records
Our records, unless evidenced to be clearly wrong, will be evidence of your dealings with us in connection with our Services. You will not object to the submission of our records as evidence in a legal, regulatory, administrative or other proceeding because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion.
11.19 Your records
If applicable, you agree to keep adequate records in accordance with Applicable Regulations to demonstrate the nature of Orders submitted and the time at which such Orders are submitted.
11.20 Co-operation for proceedings
If a legal, regulatory, administrative or other action or proceeding is brought by or against us in relation to the Client Agreement or arising out of an act or omission by us required or permitted under the Client Agreement, you agree to cooperate with us to the fullest extent possible in the defence or prosecution of such action or proceeding.
11.21 Governing Law
A position which is subject to the rules of an Underlying Market shall be governed by the law applicable to it under those rules. Subject thereto, the Client Agreement and all non- contractual obligations and other matters arising from it or in connection with it shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in Dubai.
11.22 Dispute resolution
11.22.1 Any dispute arising out of or in connection with the Client Agreement including any dispute regarding the existence, formation, performance, interpretation, nullification, termination or invalidation of the Client Agreement or any part of it (including these Terms) will be referred to and finally resolved by arbitration in accordance with the Arbitration Rules of the Dubai International Arbitration Centre (“Rules”), as amended, from time to time, which Rules are deemed to be incorporated by reference into this clause. For the purposes of any arbitration proceedings commenced pursuant to this clause:
(a) the number of arbitrators will be one (1) appointed in accordance with the Rules;
(b) the seat (or legal place) of arbitration will be Dubai, UAE;
(c) the place at which the arbitration takes place will be Dubai, UAE;
(d) the language to be used in the arbitral proceedings will be Arabic; and
(e) the governing of the contract will be the substantive laws of the United Arab Emirates;
11.22.2 None of the parties will:
(a) challenge any arbitral award made pursuant to arbitration proceedings conducted in accordance with clause 11.22.1; and/or
(b) object to or challenge any application to enforce any arbitral award made pursuant to arbitration proceedings conducted in accordance with clause 11.22.1 in any court, and each party agrees that it will submit to the jurisdiction of that court for the purposes of those enforcement proceedings.
11.22.3 Clauses 11.22.1 and 11.22.2 will be binding on any person who acquires rights under the Client Agreement by operation of law or otherwise. Any such person who intends to commence legal proceedings in relation to a dispute arising out of or in connections with the Client Agreement will, as a precondition of commencing such proceedings, give prior written notice to all the parties that it agrees to be bound by this clause.
11.23 Service of process
Irrespective of your location, you agree to the service of legal process or any other documents in connection with proceedings in any court by the registered mailing of copies to your last address shown in our records, or in any other manner permitted by the laws of the United Arab Emirates, the law of the place of service or the law of the jurisdiction where proceedings are instituted.
12 DEFINITIONS
12.1 Definitions
In these Terms, the following expressions shall have the respective meanings given below:
“Account” means a trading account opened with us for the purpose of opening or closing out a Position
“Account Statement” means a daily statement in respect of each Account notified by us to you.
“Affiliate” means, in relation to a person, an entity controlled, directly or indirectly, by the person, an entity that control, directly or indirectly under common control with the person. For the purpose of this definition “control” of an entity means ownership of more than 50% of the entity or person, or the ability to control the decisions made by the entity or person.
“Applicable Regulations” means: (a) any legislation including without limitation, constitution, statute, law, regulation, by-laws or rules), guidance, customs, usages, rulings, and interpretations of governmental interpretations and self-regulatory organisations, exchanges, clearing houses, alternative trading systems, contract markets, derivatives transaction execution facilities, and other markets and market infrastructure which we in our sole discretion, deem to be applicable to us to you and/or to you; (b) the SCA Rulebook, and any other rules of a relevant regulatory authority; (c) the rules, regulations, procedures and customs of a relevant Market or an Underlying Market; (d) the applicable anti-money laundering legislations; and (e) all other applicable laws, rules, procedures, guidance and regulations (including, without limitation, accounting rules and anti-money laundering or sanctions legislation) as in force from time to time.
“Authorised Third Party” means a person authorised by you to manage and operate your Account within the specified powers and authority granted under a separate appointment letter and limited power of attorney (in the form satisfactory to us).
“Auto-stop-Out: has the meaning given to it in clause 4.2.2.
“Balance” has the meaning given to it in clause 4.1.1.
“Business Day” means a day which is not a Saturday or Sunday and on which banks are open for business in Dubai, United Arab Emirates.
“CFD” means a contract for difference under which the profit or loss is determined by the difference between the opening price and the closing price of an instrument on the Underlying Market. The CFDs we offer are available on our Website. For the purposes of this definition, “opening price” means the price at which a Position is opened following the acceptance of an Order; and “closing price” means the price at which a Position is closed out by you or by us, in accordance with these Terms.
“Complaints Handling Policy” means our complaints handling policy as amended, restated or supplemented from time to time which can be found on our Website ([INSERT URL]).
“Conflicts of Interest Policy” mean our conflicts of interest policy as amended, restated or supplemented from time to time which can be found on our Website ([INSERT URL]).
“CDD” or “KYC” means identification and verification of: (a) your identity (including, where applicable, by reviewing a copy of a passport, national identity card or similar form of identification); (b) the nature of your business as required by Applicable Regulations (including, where applicable, by obtaining your legal entity identifier or identifier code); and (c) such aspects or considerations as determined by us in our discretion, in each case, to ensure that we hold the correct and complete information to prevent a discrepancy in your identification to confirm the source of funding, wealth and payment methods, to prevent fraud and to comply with Applicable Regulations and our Policies from time to time.
“Counterparty” has the meaning given to such term under the SCA Rulebook.
“Daman Markets” means Al Daman Securities LLC;
“Electronic Trading Services” means an electronic service (together with a related software or application) accessible by whatever means we offer, including without limitation trading, direct market access, order routing, API or information services that we grant you access to or make available to you either directly or through a third-party service provider and used by you to view information or effect Positions, and “Electronic Trading Service” shall mean any of those services.
“Equity” has the meaning given to it in clause 4.1.1.
“Force Majeure” means a cause preventing the performance of the Services or an Obligation under these Terms, which arises from or is attributable to either an act, event, omission or accident, beyond the reasonable control of the party so prevented, including, a strike, lockout, labour dispute, act of God, pandemic, war, terrorism, malicious damage, civil commotion, malfunction or failure of communication or computer facilities, industrial action, acts and regulations or supranational body or authority.
“Forex” means two-day rolling spot futures traded over the counter and which are cash settled on a T+2 basis. Forex constitute Rolling Daily Positions.
“Free Margin” has the meaning given to it in clause 4.1.4
“Insider Dealing” means the use of inside information to acquire, amend, dispose of, or cancel, for your own account or for the account of a third party, directly or indirectly, financial instruments to which that inside information relates.For the purposes of this definition, “inside information” means information of a precise nature, which has not been made public, relating, directly or indirectly, to a financial instrument, and which, if it were made public, would be likely to have a significant effect on the price of the financial instrument or on the price of related derivative financial instruments.
“Liquidity Provider” means a financial institution that provides executable bid and offer prices in respect of the Products from time to time.
“Market” means a regulated market accepted by us, such as an exchange, clearing house, central clearing counterparty, multilateral trading facility or an organised trading facility.
“Market Abuse” means both Insider Dealing and market manipulation. For the purpose of this definition, “market manipulation” means the act of placing an Order or entering into a Position or other behaviour which creates, or is likely to create, a false or misleading signal as to the supply of, demand for, or price of, a financial instrument, or which adversely affects our relationship with our Liquidity Provider.
“Margin” has the meaning given to it in clause 4.1.2.
“Margin Call” has the meaning given to it in clause 4.2.1.
“Order” means an instruction by a client to open or close a position in a Product.
“Order Execution Policy” means our order execution policy as amended, restated or supplemented from time to time which can be found on our Website ([INSERT URL]).
“Retail Investor” has the meaning given to such term under the SCA Rulebook.
“Platform” means an electronic trading platform, such as MT4 or MT5, that we may use from time to time for the provision of our Services.
“Policies” means the policies and other terms and conditions that we adopt from time to time, as amended, which are available on our Website ([INSERT URL]) including but not limited to the Complaints Handling Policy, Order Execution Policy and Conflict of Interest Policy.
“Position” means an exposure to an underlying instrument in relation to a Product that you have traded. A position may be opened or closed out, whether by you of by us, by either buying or selling a Product on the Platform, in accordance with these Terms.
“Product” means: (a) Forex; (b) a CFD; and/or (c) any other product we may offer from time to time.
“Professional Investor” has the meaning given to such term under the SCA Rulebook.
“Risk Warning Disclosure” means the risk warning disclosure, as amended, which is available on our Website www.damanmarkets.com, and the risk warnings and statements set out in these Terms which apply to retail clients.
“Rolling Daily Position” means a Position which does not automatically expire at the end of the relevant exchange business day, but which automatically rolls over to the next exchange business day. For the purpose of this definition, “exchange business day” means a day on which the relevant Market or underlying Market is scheduled to be open.
“SCA Rulebook” means the Chairman of the Authority’s Board of Directors’ Decision No. (13/Chairman) of 2021 on the Regulations Manual of the Financial Activities and Status Regularization Mechanism, as updated, amended and/or replaced from time to time.
“Security Information” means the username and password required to access your Account.
“Services” means our non-advisory, execution only services as set out at clause 2.2 (Our Activities and Services) in respect of the Products.
“Termination Date” means the earlier of: (a) the date of the termination of a Position in accordance with the terms of the Position; or (b) the liquidation date determined by us in accordance with clause 8.2 (liquidation date).
“Terms” has the meaning set out in the Important Summary of these Terms:
“Underlying Market” means the Market for a specific financial instrument on which the Products are priced.
“Website” means the information displayed on damanmarkets.com (or any other replacement or supplementary site), as updated by us from time to time.
“we”, “our” or “us” means Daman Markets (including successor or assignee).
12.2 Headings
Headings are for ease of preference only and do not form part of these Terms.
12.3 Interpretation
12.3.1 References in these Terms to a statute or statutory instrument or Applicable Regulations includes a modification, amendment, extension, or re-enactment thereof, as in force from time to time. A reference in these Terms to “document” will be construed to include an electronic document.
12.3.2 References in these Terms to the singular will also include the plural.
12.3.3 References to a person includes a body corporate, unincorporated association and partnership, natural person, firm, company, corporation, government, state or agency of a state or an association or partnership (whether or not having separate legal personality) of two or more of the foregoing.
12.3.4 The use of the word “including”, “inclusive”, “includes” and any words that follow it will not be deemed to be exhaustive.
