In consideration of SGT Africa Limited. (SGTA) agreeing to carry one or more accounts of the person applying for an account with SGTA (hereinafter referred to as the “Trader”) and providing services to the Trader in connection with the purchase and sale of Contracts for Difference, futures, indices, foreign exchange, and/or shares through the OTC market, or via investments offered by SGTA, which may be purchased or sold by or through SGTA for the Trader’s account(s), the Trader agrees as follows:
1. Authorization to Trade
SGTA is authorised to purchase and sell OTC securities for the Trader’s account(s) in accordance with the Trader’s oral or written or electronic instructions.
2. Governmental, Counter Party Institution and Interbanking System Rules
All transactions under this Agreement shall be subject to the constitution, by-laws, rules, regulations, customs, usage, rulings and interpretations of the counter party institution or other interbank market (and its clearing organization, if any) where executed and to all applicable laws and regulations. If any statute shall hereafter be enacted or any rule or regulation shall hereafter be adopted by any governmental authority, or a contract market or clearing organization which shall be binding upon SGTA and shall affect in any manner or be inconsistent with any of the provisions hereof, the affected provisions of this Agreement shall be deemed modified or superseded, as the case may be by the applicable provisions of such statute, rule or regulation, and all other provisions of this Agreement and provisions so modified shall in all respects continue in full force and effect. The Trader acknowledges that all transactions under this Agreement are subject to the aforementioned regulatory requirements and the Trader shall not thereby be given any independent legal or contractual rights with respect to such requirements.
3. Margins and Deposit Requirements
The Trader shall provide to and maintain with SGTA margin in such amounts and in such forms as SGTA, at its sole discretion, may require. Such margin requirements may be greater or less than margins required by a counter party bank. SGTA may change margin requirements at any time. The Trader agrees to deposit by immediate wire transfer or similar such additional margin when and as required by SGTA and will promptly meet all margin calls in such mode of transmission as SGTA at its sole discretion designates. SGTA may at any time proceed to liquidate the Trader’s account in accordance with paragraph 6 below and any failure by SGTA to enforce its rights hereunder shall not be deemed a waiver by SGTA to enforce its rights thereafter. SGTA retains the right to limit the amount and/or total number of open positions which Trader may acquire or maintain at SGTA. SGTA will attempt to execute all orders which it may, in its sole discretion, choose to accept in accordance with the oral or written or electronic instructions of the Trader’s. SGTA reserves the right to refuse to accept any order. However, SGTA shall not be responsible for any loss or damage caused, directly or indirectly, by any events, including, but not limited to, exercising its right to refuse to accept an order, actions or omissions beyond the control of SGTA including, without limitation, loss or damage resulting, directly or indirectly, from any delays or inaccuracies in the transmission of orders and/or information due to a breakdown in or failure of any transmission or communication facilities.
4. Rollovers & Financing
The Trader understands and agrees that foreign currency positions that are held past 5.00PM EST will incur either a debit or credit to the Trader’s account based upon the interest rate differential between the two applicable currencies. The Trader understands and agrees that SGTA will automatically calculate and post such interest rate differential to the Trader’s account. The Trader further understands that all CFD Share positions held overnight incur a financing cost. CFD Financing is calculated on 100% of the value of the equivalent position on a daily basis, at market price. Long CFD positions may have to pay interest to SGTA whereas short CFD positions may receive interest from SGTA and the Trader understands and agrees that SGTA will automatically calculate and post such interest to the Trader’s account. Financing on Commodity and Treasury CFDs is factored into the securities futures price and therefore no overnight rates apply.
5. Collateral & Lending Agreement
All funds, securities, currencies, and other property of the Trader which SGTA or its affiliates may at any time be carrying for the Trader (either individually, jointly with others, or as a guarantor of the account of any other person,) or which may at any time be in its possession or control or carried on its books for any purpose, including safekeeping, are to be held by SGTA as security and subject to a general lien and right of set-off for any and all liabilities of the Trader to SGTA whether or not SGTA has made advances in connection with such securities, commodities, currencies or other property, and irrespective of the number of accounts the Trader may have with SGTA. SGTA may, at its sole discretion, at any time and from time to time, without notice to the Trader, apply and/or transfer any or all funds or other property of the Trader between any of the Trader’s accounts. The Trader hereby also grants to SGTA the right to pledge, re-pledge, hypothecate, invest or loan, either separately or with the property of other Traders, to itself as broker or to others, any securities or other property of the Trader held by SGTA as margin or security. SGTA shall at no time be required to deliver to the Trader the identical property delivered to or purchased by SGTA for any account held by the Trader. This authorization shall apply to all accounts carried by SGTA for the Trader and shall remain in full force until all accounts are fully paid for by the Trader or notice of revocation is sent by SGTA to the Trader.
6. Liquidation of Assets
In the event of:
a) the death or judicial declaration of incompetence of the Trader;
b) the filing of a petition in bankruptcy, or a petition for the appointment of a receiver, or the institution of any insolvency or similar proceeding by or against the Trader;
c) the filing of an attachment against any of Trader’s accounts carried by SGTA;
d) insufficient margin, or SGTA’s determination that any collateral deposited to protect one or more accounts of the Trader is inadequate, regardless of current market quotations, to secure the account;
e) The Trader’s failure to provide SGTA any information requested pursuant to this agreement; or
f) any other circumstances or developments that SGTA deems appropriate for its protection, and at SGTA’s sole discretion, it may take one or more, or any portion of, the following actions:
i. Satisfy any obligation the Trader may have to SGTA, either directly or by way of guaranty of suretyship, out of any of the Trader’s funds or property in its custody or control;
ii. Sell any or purchase any or all Currency contracts, securities held or carried for the Trader; and
iii. Cancel any or all outstanding orders or contracts, or any other commitments made on behalf of the Trader.
Any of the above actions may be taken without demand for margin or additional margin, without prior notice of sale or purchase or other notice to the Trader, the Trader’s personal representatives, heirs, executors, administrators, trustees, legatees or assigns and regardless of whether the ownership interest shall be solely the Trader’s or held jointly with others. In liquidation of the Trader’s long or short positions, SGTA may, at its sole discretion, offset in the same settlement or it may initiate new long or short positions in order to establish a spread or straddle which in SGTA’s sole judgment may be advisable to protect or reduce existing positions in the Trader’s account. Any sales or purchases hereunder may be made according to SGTA’s judgment and at its discretion with any interbank or other exchange market where such business is then usually transacted or at a public auction or private sale, and SGTA may purchase the whole or any part thereof free from any right of redemption.
7. Statement & Confirmation
Reports of the confirmation of orders and statements of accounts for the Trader shall be deemed correct and shall be conclusive and binding upon the Trader if not objected to immediately upon receipt by telephone or email and confirmed in writing by email or facsimile, within twenty-four (24) hours after being transmitted to the Trader. Margin calls shall be conclusive and binding. Failure to object to order confirmations and statements within the twenty-four (24) hour period following receipt shall be deemed ratification of all actions taken by SGTA or SGTA’s agents prior to the Trader’s receipt of said reports. The Trader’s failure to receive a trade confirmation shall not relieve the Trader of the obligation to object as set out herein.
Reports, statements, notices and any other communications may be transmitted electronically or to such address as the Trader may from time to time designate in writing to SGTA. All communications so sent, whether by mail or otherwise, shall be deemed transmitted by SGTA when deposited in the mail, or when received by a transmitting agent, and deemed delivered to the Trader personally, whether actually received by the Trader or not.
9. SGTA’s Responsibilities
SGTA will not be responsible for delays in the transmission of orders due to a breakdown or failure of transmission or communication facilities, electrical power outage or for any other cause whether beyond SGTA’s control or anticipation or not. SGTA shall only be liable for its actions directly attributable to negligence, wilful default or fraud on the part of SGTA. SGTA shall not be liable for losses arising from the default of any agent or any other party used by SGTA under this agreement. As OTC is not an exchange-traded market, prices at which SGTA deals at or quotes may or may not be similar to prices at which other OTC market makers deal at or quote.
10. Currency Fluctuation Risk
If the Trader directs SGTA to enter into any currency foreign exchange transaction: (a) any profit or loss arising as a result of a fluctuation in the exchange rate affecting such currency will be entirely for Trader’s account and risk; (b) all initial and subsequent deposits for margin purposes shall be made in U.S. dollars, in such amounts as SGTA may at its sole discretion require; and (c) SGTA is authorised to convert funds in the Trader’s account for margin into and from such foreign currency at a rate of exchange determined by SGTA at its sole discretion on the basis of the then prevailing money market rates.
11. Risk Acknowledgement
a) Trader acknowledges that investments in leveraged and non-leveraged transactions are speculative, involves a high degree of risk, and is appropriate only for persons who can assume the risk of loss of their entire margin deposit. The Trader understands that because of the low margin normally required in OTC trading, even small price changes in OTC securities may result in significant losses. The Trader warrants that the Trader is willing and able, financially and otherwise, to assume the risk of OTC trading, and in consideration of SGTA’s carrying the Trader’s account(s), the Trader agrees not to hold SGTA responsible for losses incurred through following its trading recommendations or suggestions or those of its employees, agents or representatives. The Trader recognizes that guarantees of profit or freedom from loss are impossible of performance in OTC trading.
b) The Trader acknowledges that the Trader has received no such guarantees from SGTA or from any of its representatives or any introducing agent or other entity with whom Trader is conducting the SGTA account(s) and has not entered into this agreement in consideration of or in reliance upon any such guarantees or similar representations.
c) The Trader acknowledges that any funds held on the Traders’ behalf may be pooled with those funds of other traders at various licensed and regulated counterparties and Liquidity Providers. This means that the Trader’s entitlement may not be individually identifiable on the relevant Counterparty or Liquidity Provider’s register, and in the event that a counterparty or Liquidity Provider defaults, or runs into financial difficulties for reasons unrelated to SGTA, the Trader may share proportionately in that shortfall. It is further agreed and clarified that any and all monies owing to the Trader as a result of this Agreement generally will be paid after SGTA’s Settlement Bank Account is credited by its counterparties or Liquidity Providers.
d) The Trader agrees that the Company may cease to treat as Trader Money any balance held by the Company on the Trader’s behalf where the Company has determined that there has been no movement on the balance for a period of six years (notwithstanding any payments or receipts of charges, interest or similar items) and the Company is unable to trace the Trader after taking reasonable steps to contact it.
12. Trading Recommendations
a) The Trader acknowledges that any market recommendations and information communicated to the Trader by SGTA or by any person within the company, does not constitute an offer to sell or the solicitation of an offer to buy any OTC contract, such recommendation and information, although based upon information obtained from sources believed by SGTA to be reliable, may be based solely on a broker’s opinion and that such information may be incomplete and may be unverified, and SGTA makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information or trading recommendation furnished to the Trader. The Trader acknowledges that SGTA and/or its officers, directors, affiliates, associates, stockholders, representatives or other SGTA Trader may have a position in or may intend to buy or sell currencies, which are the subject of market recommendations furnished to the Trader, and that the market position of SGTA or any such officer, director, affiliate, associate, stockholder, representative or other SGTA Trader may not be consistent with the recommendations furnished to the Trader by SGTA. The Trader acknowledges that SGTA makes no representations concerning the tax implications or treatment of contracts; and,
b) The Trader further acknowledges that should the Trader grant trading authority or control over the Trader’s account to a third party (“Trading Agent”), whether on a discretionary or non- discretionary basis, SGTA shall in no way be responsible for reviewing the Trader’s choice of such Trading Agent nor making any recommendations with respect thereto. The Trader understands that SGTA makes no warranties nor representation concerning the Trading Agent, that SGTA shall not be responsible for any loss to the Trader occasioned by the actions of the Trading Agent and that SGTA does not, by implication or otherwise, endorse or approve of the operating methods of the Trading Agent. If the Trader gives a Trading Agent authority to exercise any of its rights over the Trader’s account(s), the Trader understands that the Trader does so at the Trader’s own risk.
13. Trader Representation & Warranties
The Trader represents and warrants that:
a) The Trader is of sound mind, legal age and legal competence; and,
b) No person other than the Trader has or will have an interest in the Trader’s account(s); and,
c) The Trader hereby warrants that regardless of any subsequent determination to the contrary, the Trader is suitable to trade OTC securities; and,
d) The Trader is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and/or firm registered on any exchange, or any bank, trust, or insurance company, and in the event that the Trader becomes so employed, the Trader will promptly notify SGTA in writing of such employment; and,
e) All the information provided in the Account Opening process, as well as all of the confirmations and documentation provided by the Trader and attested hereto, including this Trade Agreement, the KYC page of this website, the Transaction Disclosure below, and the Risk Disclosure is true, correct and complete as of the date the account is applied for and the Trader will notify SGTA promptly of any changes in such information.
14. Disclosure of Financial Information
The Trader represents and warrants that the financial information disclosed to SGTA in this document is an accurate representation of the Trader’s current financial condition. The Trader represents and warrants that the Trader has very carefully considered the portion of the Trader’s assets which the Trader considers to be placed at a risk of loss (“Risk Capital”). The Trader recognizes that such Risk Capital is the amount of money the Trader is willing to put at risk and if lost would not, in any way, change the Trader’s financial position. The Trader agrees to immediately inform SGTA if the Trader’s financial condition changes in such a way so as to reduce the Trader’s Net Worth, Liquid Assets and/or Risk Capital.
15. No Guarantees
Trader acknowledges that the Trader has no separate agreement with the Trader’s broker or any SGTA employee or agent regarding the trading in the Trader’s SGTA account, including any agreement to guarantee profits or limit losses in the Trader’s account. The Trader understands that the Trader must authorize every transaction prior to its execution unless the Trader has delegated discretion to another party by signing a full power of attorney over the Trader’s account(s), and any disputed transactions must be brought to the attention of SGTA pursuant to the notice requirements of this Trade Agreement. The Trader agrees to indemnify and hold SGTA harmless from any and all damages or liability resulting from the Trader’s failure to immediately notify SGTA of any of the occurrences referred to herein. All notices required under this section shall be sent to SGTA by email.
16. Joint Accounts
All transactions correspond to this Trade Agreement and the “Trader Account Declaration” below. Each tenant has the authority: a) To trade for the account with restraint to the agreements of the account, b) To receive all correspondence and documents in respect to the account, c) To receive or withdraw money from the account, d) To execute agreements relating to the account, and e) To deal with SGTA fully. SGTA has the authority to require joint action by the parties of the account in matters of the account. SGTA has possession over the security of the account individually or jointly. If a death occurs to one or more of the tenants, SGTA shall be notified in writing and shown proof of a death certificate. All expenses due at the date of notification shall be charged to the account. Unless otherwise notified to SGTA, then each tenant is presumed to have an equal share in the account.
17. No Waiver or Amendment
No provision of this Agreement may be waived or amended unless the waiver or amendment is in writing and signed by both the Trader and authorised by the Board of Directors of SGTA. No waiver or amendment of this Agreement may be implied from any course of dealing between the parties or from any failure by SGTA or its agents to assert its rights under this Agreement on any occasion or series of occasions. No oral agreements or instructions to the contrary shall be recognized or enforceable. This instrument and the attachments hereto embody the entire agreement of the parties, superseding any and all prior written and oral agreements and there are no other terms, conditions or obligations other than those contained herein.
18. Governing Law & Jurisdiction
This Agreement, the rights and obligations of the parties hereto, and any judicial or administrative action or proceeding arising directly or indirectly hereunder or in connection with the transactions contemplated hereby, whether brought by the Trader or SGTA, shall be governed by, construed and enforced in all respects by the laws of the British Virgin Islands.
19. Binding Effect
This Agreement shall be continuous and shall cover, individually and collectively, all accounts of the Trader at any time opened or reopened with SGTA irrespective of any change or changes at any time in the personnel of SGTA or its successors, assigns, or affiliates. This Agreement including all authorizations, shall inure to the benefit of SGTA and its successors and assigns, whether by merger, consolidation or otherwise, and shall be binding upon Trader and/or the estate, executor, trustees, administrators, legal representatives, successors and assigns of the Trader. The Trader hereby ratifies all transactions with SGTA effected prior to the date of this Agreement and agrees that the rights and obligations of the Trader in respect thereto shall be governed by the terms of this Agreement.
This Agreement shall continue in effect until termination, and may be terminated by the Trader at any time when the Trader has no open currency position(s) and no liabilities held by or owed to SGTA upon the actual receipt by SGTA of written notice of termination, or at any time whatsoever by SGTA upon the transmittal of written notice of termination to the Trader; provided, that such termination shall not affect any transactions previously entered into and shall not relieve either party of any obligations set out in this agreement nor shall it relieve the Trader of any obligations arising out of any deficit balance.
The Trader agrees to indemnify and hold SGTA, its affiliates, employees, agents, successors and assigns harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by SGTA arising out of the Trader’s failure to fully and timely perform the Trader’s agreements herein or should any of the representations and warranties fail to be true and correct. The Trader also agrees to pay promptly to SGTA all damages, costs and expenses, including attorney’s fees, incurred by SGTA in the enforcement of any of the provisions of this Agreement and any other agreements between SGTA and the Trader.
22. Terms & Headings
The terms “SGTA” and “SGT AFRICA Limited” shall be deemed to include SGT AFRICA Limited, its successors and assigns; the term “Trader” shall mean the party (or parties) executing the Agreement; and the term “Agreement” shall include all other agreements and authorizations executed by the Trader in connection with the opening and maintenance of the Trader’s account with SGTA regardless of when executed. The paragraph headings in this Agreement are inserted for convenience of reference only and are not deemed to limit the applicability or affect the meaning of any of its provisions.
The Trader agrees and acknowledges that all conversations regarding the Trader’s account(s) between the Trader and SGTA personnel may or may not be electronically recorded and if they are recorded, with or without the use of an automatic tone warning device. The Trader further agrees to the use of such recordings and transcripts thereof as evidence by either party in connection with any dispute or proceeding that may arise involving the Trader or SGTA. The Trader understands that SGTA may also destroy such recordings at regular intervals in accordance with SGTA’s established business procedures and the Trader hereby consents to such destruction.
Interest may be charged on a daily basis on all open positions at market rates.
25. Refund policy
The refund is possible in case when the account had been deposited but no trades were done. In this case, the same method of payment used for the deposit will be used for the refund. The refund will be for the full amount, unless other arrangements have been made. In exceptional cases, SGTA may refund payments made by credit or debit card. In this case, the funds will be refunded to the card that was used for the deposit.
The Trader acknowledges having received, read and understood the foregoing Trade Agreement and agrees to be bound by all of the terms and conditions hereof.
Trader Account Declaration
This Agreement is a legal contract between SGT AFRICA Limited (SGTA), its successors, and the party executing this online agreement.
The party, client or customer, whether an individual or joint account holder, is at all times referred to as the “Trader” irrespective of whether the account holder trades or invests or both with SGTA.
In connection with opening an account to speculate and/or purchase and/or sell Contract for Differences (“CFDs”), futures, indices, foreign exchange, options, and/or shares through the Over the Counter (“OTC”) market with SGTA, the Trader acknowledges that the Trader has been advised and understands the following factors concerning trading in leveraged OTC markets, in addition to those contained in the following Risk Disclosure.
- OTC is not traded on a regulated exchange. There are no guarantees as to the credit worthiness of the counter party of your trades. Every attempt will be made to deal at all times with reputable credit worthy banks and clearing houses. There may be certain cases in which trading liquidity decreases causing trading in certain Currencies or Commodities to significantly reduce or even cease, thereby preventing the liquidation of an adverse position which may result in a substantial financial loss.
- Trading in OTC securities is suitable only for those investors financially able to withstand the full loss of margins or deposits within their account.
- Each Trader must warrant, by completing the online account application form on this website, that they have the knowledge, expertise and experience in financial matters to evaluate the risks of opening an Account, are aware of the risks inherent in investing in the assets offered by SGTA, aware of the risks involving the method by which these assets will be traded and can bear the loss of the entire investment in their Account. Any market observations of SGTA are based solely on the judgment of SGTA’s personnel. These market observations, if any, may or may not be consistent with the market position or intentions of SGTA, its affiliates and employees, or other Traders trading on an SGTA platform. Any market observations of SGTA are based upon information believed to be reliable, but SGTA cannot and does not guarantee the accuracy or completeness thereof or represent that following such observations will eliminate the risk inherent in trading currencies, commodities, CFDs or any OTC securities. Any market observations of, or information provided by, SGTA does not constitute an offer to buy or sell, or the solicitation of an offer to buy or sell, any OTC transaction.
- The Trader understands that SGTA does not permit its Account Executives to either exercise discretion or manage an OTC account, or hold a power of attorney over an OTC account, unless approved in writing by the Board of Directors of SGTA and only after proper documentation has been submitted and approved by SGTA. If the Trader’s account is not being traded with the Trader’s authorisation, the Trader must notify SGTA in writing immediately to these email accounts in firstname.lastname@example.org and email@example.com.
- SGTA’s margin trading policies require that funds be provided to properly margin the Trader’s account. Insufficient margin cover may result in the liquidation of any open positions with a resultant loss borne by the Trader. SGTA reserves the right to adjust margin policies and to make and implement margin calls on the Trader’s account at SGTA’s absolute discretion.
- SGTA reserves the right to refuse to accept any order.
- The Trader understands that the Trader must carefully review the reports relating to the Trader’s account provided to the Trader by SGTA. Pursuant to this Trade Agreement, all reports of execution will be deemed final within twenty-four (24) hours and all statements of account will be deemed final within twenty-four (24) hours, unless the Trader makes a written objection to these reports within this twenty-four (24) hour period of time to SGTA, at its principal place of business.
- The Trader has read and understands the Trader’s obligations and rights under the following Trade Agreement and agrees and acknowledges that the following Trade Agreement will control the Trader’s relationship with SGTA. The Trader agrees that the Trader is fully responsible for making all final decisions as to transactions effected for or on the Trader’s account. The Trader has considered the foregoing factors and in view of the Trader’s present and anticipated financial resources, the Trader is willing and able to assume the substantial financial risks of OTC trading.
The acceptance of this Agreement is deemed complete when the Trader completes the account opening process online, and thereby acknowledges that the Trader has read, understands, and gives authorization to the following disclosure to trade currencies through the OTC market (“OTC”):
SGTA may from time to time execute transactions as the Trader’s agent on the OTC market to trade currencies, pursuant to an agreement between the interbank agent and SGTA, and that a trade executed between one bank executes a trade onset by another banking agent.
The Trader understands that the Trader may be giving up the right to have arbitration through the above paragraph on foreign exchanges.
- All Trader accounts will have their margin requirements established by the dealing desk at SGTA.
- SGTA establishes all rules and provisions for Trader accounts, including but not limited to minimum account size, investment time period, commissions and incentive fees, or any other financial arrangements.
- It is the customer’s responsibility to find out all necessary information about SGTA and make sure that all arrangements are discussed and clearly understood prior to any trading activity.
- This Agreement, the rights and obligations of the parties hereto, and any judicial or administrative action or proceeding arising directly or indirectly hereunder or in connection with the transactions contemplated hereby, whether brought by the Trader or SGTA, shall be governed by, construed and enforced in all respects by the laws of the British Virgin Islands.
All customers should be aware that guaranteeing any return is not possible. In addition, SGTA is not responsible for any claims or assurances made by SGTA, its directors, employees, agents and/or associate