Hantec Markets (V) Company Limited
Hantec Markets (V) Company Limited Address: 1276, Kumul Highway, Port Vila, Vanuatu, Republic of Vanuatu
Phone: +852-2214 4183
Hantec Markets (V) Company Limited is a company registered in Vanuatu. It holds Vanuatu Financial Services License Number: 40318
Preparation date: 23 Dec 2020
Whenever used in this Agreement, unless inconsistent with the subject matter or context, the following words shall have the following meanings:
“Acceptance” has the meaning given in clause 6.2.4 of this Agreement;
“Agreement” means these general terms and conditions, together with all schedules, attachments or other documents attached or referred to herein including the PIS;
“Authorized User” has the meaning given in clause 6.1 of this Agreement;
“Client” means the Client named in this Agreement and/or associated documents, together with its subsidiaries, affiliates, successors and/or assigns, as well as its officers, directors, employees and agents;
“Client Account” means the Client’s trading and dealing account maintained on the Online Platform which records key information (including available trading balance), operates under the terms of this Agreement and allows the Client and the nominated Authorized Users to enter into transactions with HML;
“Client Monies” means all money received by or on behalf of HML from the Client (including Margin Deposit) and all money that is or may become payable to the Client and that is held by or on behalf of HML;
“Contract” means a transaction in which the Client and HML enter into a derivative contract based on the value of an underlying asset or assets (such as a currency or currency pair, a commodity, or an index). Any Contract entered into between HML and the Client is subject to the terms of this Agreement.
“Credit Limit” means the limit on the total amount of credit that HML will provide to the Client;
“Day" means a day on which commercial banks are open for business (including dealings in foreign exchange) in the place specified by HML for that purpose;
“Designated Bank Account” means any bank account operated by or on behalf of HML in any jurisdiction:
• into which Client Monies are or may be paid; or
• where Client Monies are or may be held.
“Force Majeure Event” means events or causes including, but not limited to, the following: an act of God, peril of the sea, unavoidable accident of navigation, war (whether declared or not), sabotage, riot, insurrection, civil commotion, national emergency (whether in fact or law), martial law, fire, flood, cyclone, earthquake, landslide, explosion, power or water shortage, failure of a transmission or communication network, epidemic, quarantine, strike or other labour difficulty or expropriation, restriction, prohibition, law, regulation, decree or other legally enforceable order of a government agency, breakage or accident, change of International, State or Commonwealth law or regulation or any damage of HML's machinery or systems, unless occurring as a result of an act, omission, default or negligence of the Client or HML;
“General Financial Product Advice” or “General Advice” is as defined by HML as varied from time to time;
“HML” means Hantec Markets (V) Company Limited, its subsidiaries, holding companies, successors and/or assigns, as well as its officers, directors, employees and agents;
“HML Website” means the HML website located at www.hantecvanuatu.com.
“Instructions” has the meaning given in clause 6.2.2 of this Agreement;
“Intellectual Property” means the trade marks, designs, patents and copyrights of the parties to this Agreement;
“Internet” means the interconnected system of networks that connects computers around the world, and includes any online trading platform provided by HML;
“Law” means the statutes, regulations and general law of Vanuatu and other jurisdictions as varied or replaced from time to time;
“Margin Call” means an amount that HML may at its sole discretion require the Client to pay, in addition to the Margin Deposit, solely determined by HML;
“Margin Deposit” has the meaning stated in clause 6.8.1 of this Agreement;
“Notice” has the meaning stated in clause 11 of this Agreement;
“Online Platform” has the meaning stated in clause 7.1 of this Agreement;
“Open Position” is where a client has entered into a transaction with HML, and a further transaction is required in order to close the position;
“Personal Financial Product Advice” or “Personal Advice” is as defined in the Corporations Act 2001 (Cth) as varied from time to time;
“Personal information” means information or an opinion about an identified individual, or an individual who
is reasonably identifiable:
(a) whether the information or opinion is true or not; and
(b) whether the information or opinion is recorded in a material form or not.;
“Product Information Statement” or “PIS” means the document described as such that is provided by or on behalf of HML from time-to-time (and any varied, supplemented or replaced document from time-to-time);
“Quoting Error” has the meaning stated in clause 6.14.1 of this Agreement;
“Registered Office” means the registered office of HML as notified to the Vanuatu Financial Services Commission;
“Senior Officer” means a director or senior manager of HML;
“Trade Contract Terms” has the meaning stated in clause 6.2.3 of this Agreement;
“Value Date” means either the Day selected by the Client and agreed by HML for the settlement of a Contract or if there is no such Day, then the second Day after the execution of a Contract by the Client.
1. This Agreement
1.1 This is a Master Agreement and sets out the terms and conditions upon which any future contracts between the Client and HML, relating to the provision of General Advice to the Client and/or the execution of Contracts relating to foreign exchange, commodities, indexes.
1.2 This Agreement includes the Hantec Markets (V) Company Limited Account Opening Application, and Product Information Statement (if provided) and HML Supplemental Customer Agreement (if provided) that may have been exchanged and/or executed between the Parties. However, in the event of any inconsistency between this Agreement and other contracts or documents, exchanged and/or executed between the Client and HML, the PIS shall prevail to the extent of the inconsistency, and with respect to any further inconsistency, this Agreement shall prevail.
1.3 In the event of any inconsistency between the English language version of each of the documents described in clause 1.2 above and their translated equivalent in any other language, the English language version shall prevail, to the extent of any inconsistency.
2. Our services and risks
2.1 HML provides General Financial Product Advice and execution-only foreign currency, commodities, and index derivatives trading services. If HML provides General Financial Product Advice to the Client then the Client acknowledges that the advice is general only and does not consider the personal objectives, circumstances or needs of the Client. The Client must consider its own objectives, circumstances or needs, as well as the relevant PIS, before making a decision to use HML’s services. General Financial Product Advice is provided without charge.
2.2 Under no circumstances will HML provide Personal Financial Product Advice to the Client.
2.3 If the client does not fully understand the risks associated with HML’s services, then they should not use HML’s services.
3. Client representations and warranties
3.1 The Client warrants that in the case of an individual or more than one individual, they are of full age and capacity and in the case of a firm or corporation, it is duly constituted and incorporated and possesses the requisite power to enter into this Agreement and all contracts made or to be made, and in any case, this Agreement and such contracts are and will constitute legally binding and enforceable obligations of the Client.
3.2 If the Client enters into this Agreement in its capacity as trustee of a trust, the Client makes the
following representations and undertakings:
a) the relevant trust instrument is valid and complies with all applicable Laws;
b) the Client is properly appointed as trustee of the trust;
c) the Client has a right of indemnity from the trust assets in respect of this Agreement and the transactions contemplated by it;
d) the Client will comply with its duties as trustee of the trust;
e) the Client will not do anything which may result in the loss of its right of indemnity from the trust assets;
f) if the Client is replaced or joined as trustee, the Client will make sure the new trustee becomes bound to HML's satisfaction by this Agreement and any other Agreement relating to a transaction contemplated by this Agreement to which the Client is expressed to be a party, or by a document which is identical in effect;
g) the Client will not resettle, set aside or distribute any of the assets of the trust without HML’s written consent unless compelled to do so by the trust instrument; and
h) the Client will not amend or vary the trust instrument without HML’s written consent.
i) if the Client is not the sole trustee of the trust it is a requirement that each and every trustee agrees in writing to be bound by the terms of this Agreement and by any transactions entered into in connection with this Agreement.
3.3 The Client represents and warrants to HML that:
a) Execution and delivery by the Client of this Agreement, and performance of all of the Client’s obligations contemplated under this Agreement, does not violate any Law applicable to the Client;
b) All information provided by the Client to HML is true, correct and complete, and the Client will notify HML promptly of any changes to such information;
c) All information provided by the Client to HML is true in all material respects as at the date of this Agreement or, if later, when the information is provided. Neither that information nor the Client's conduct or the conduct of anyone acting on its behalf in relation to the transactions contemplated by this Agreement, was or is misleading, by omission or otherwise.
d) The Client shall make ongoing disclosure to HML of any matters that may affect the operation of this Agreement or of the ability of the Client to pay Margin Calls or to remain solvent.
e) The Client is not restricted by any applicable Laws from using HML’s Online Platforms.
f) The funds used by the Client are funds that the client is entitled to use, and are not derived from illegal sources.
g) The information on the Online Platforms will not be used for unlawful or unauthorized purposes.
3.4 The Client acknowledges that HML will enter into the transactions contemplated by this Agreement in reliance on the representations and warranties made by the Client.
3.5 If the Client is comprised of two or more legal persons then a reference to a right or obligation of the Client under this Agreement or under a transaction contemplated by this Agreement confers that right or imposes that obligation, as the case may be, jointly and severally on those persons.
4.1 Privacy Statement
Personal Information collected by HML is treated as confidential and is protected by the Privacy Act (Cth) 1988. HML will only collect Personal Information which is necessary to perform the services contemplated by this Agreement.
4.2 Confidentiality of Information
4.2.1 HML will use reasonable precautions to maintain the confidentiality of information HML receives from the Client and material and/or data the Client provides, creates, inputs or develops in connection with the Client’s use of the HML Services. Nonetheless, because such information, material and/or data may be provided through the Internet or by facsimile transmission, the Client hereby acknowledges and agrees that HML cannot assure that such information, material and/or data will continue to be confidential.
4.2.2 The Client accepts the risk of a third party receiving confidential information concerning the Client and specifically releases and indemnifies HML from any claim arising out of a third party intercepting, accessing, monitoring or receiving any communication from a Client intended to be provided to HML or from HML intended to be provided to the Client.
4.2.3 The Client acknowledges and agrees that HML may disclose the Client’s name and other personal and financial information about the Client, and any relevant details of an Authorised User, to its employees, representatives, officers, agents, and affiliates, as well as to a governmental entity or self -regulatory authority, an Internet service provider or any other third party agent or service provider for any purpose related to offering, providing, administering or maintaining the HML Services, or to comply with applicable Laws.
4.2.5 The information provided on HML’s Online Platforms is to be used for the purpose of the Client trading with HML only, and not for any other purposes. Using HML’s Online Platforms does not transfer intellectual property rights to the Clients.
4.3 Money Laundering
4.3.1 In appropriate cases all communications and information concerning the Client held by HML, may be disclosed to and reviewed by law enforcement agencies and regulatory authorities. In addition, the Client agrees to comply with all applicable money laundering and counter terrorism financing Laws, including, but not limited to, the requirement to obtain or provide satisfactory evidence of the identity of any person whom the Client may represent in any transaction entered into with HML.
5.1 Indemnity and Survival
5.1.1 The Client shall indemnify and hold HML harmless from any and all liabilities, claims, costs, expenses and damages of any nature, including, but not limited to, reasonable legal fees and any fees and expenses incurred in connection with litigation, arising out of or relating to the Client or an Authorized User’s negligence, mistake or willful misconduct, the violation of any Law by the Client, or the breach by the Client of any provision of this Agreement.
5.1.2 The Client also agrees to promptly pay HML for all damages, costs and expenses, including reasonable legal fees and expenses, incurred by HML in the enforcement of any of the provisions of this Agreement. The Client's obligations under this clause shall survive the termination of this Agreement.
5.2 Compliance with Law
5.2.1 This Agreement shall be governed by and construed in accordance with Vanuatu Law. The parties agree to irrevocably submit to the exclusive jurisdiction of the Vanuatu Courts.
5.3 Intellectual Property
5.3.1 At no time shall either party enter into commitments for or in the name of the other party or use their Intellectual Property for any purpose whatsoever. Except as specifically provided for in this Agreement, neither party will: (a) use the other party’s name or Intellectual Property without the prior written approval of the other party; or (b) represent itself as being affiliated with, or authorized to act for, the other party.
5.4.1 Any rights or obligations that the Client may have pursuant to this Agreement shall not be assigned, transferred, sold, or otherwise conveyed, except with the prior written consent of HML. HML may, however, acting reasonably, transfer, assign, subcontract or outsource any rights or obligations it may have pursuant to this Agreement to one or more parties from time-to-time without the consent of the Client. The Client will execute any documents (including a deed of notation) reasonably required by HML to effect such a transfer, assignment subcontract or outsourcing. If the Client does not agree to HML assigning its rights, the Client may terminate this agreement. However, termination in this case does not affect any obligations owed by the Client, or rights of HML with regard to any open Contracts held by the client.
5.5 Amending this Agreement
5.5.1 The terms of this Agreement and any transactions under it, may be amended by HML at any time. HML will provide Notice to the Client of any such amendment. The Client agrees to be bound by the terms of such an amendment on the earlier of: (a) ten Days after HML has posted Notice of the amendment on the HML Website; or (b) on the date of the Client entering any trade contract after the amendment. Any other amendments must be agreed to in writing between HML and the Client. If the client does not consent to the amendment the client can terminate the Agreement and the amendment will not apply retrospectively. Termination in this case does not affect any obligations owed by the Client, or rights of HML with regard to any open Contracts held by the client.
5.5.2 Clause 5.5.1 does not apply to an existing Contract, if the Client would be disadvantaged by the amendment.
6. Operation of client account
6.1 List of Authorized Users
6.1.1 The Client shall provide HML with a list of people authorized to access HML’s services and/or enter into Contracts on the Client’s behalf (each an “Authorized User”) using the Client Account. The Client shall immediately notify HML when any new person becomes an Authorized User or when any existing Authorized User is no longer entitled to be an Authorized User. Upon receiving Notice, the change in Authorized User is effective immediately. However, the notice shall not affect any Contracts already executed.
6.1.2 The Client hereby indemnifies and agrees to hold HML harmless in respect of any loss incurred by an Authorized User entering into any Contract or other transaction contemplated under this Agreement. Any appointment of an Authorized User made pursuant to the clause 6.1.1 shall remain in full force and effect as an appointment in writing required by the Agreement unless and until Notice of cancellation of appointment and/or replacement has been delivered to HML’s registered office.
6.1.3 Until the Client has provided a Notice to HML to the contrary, HML may continue to assume that all existing Authorized Users have authority to execute legally binding transactions with HML. All Instructions given and accepted by an Authorized User will be deemed to be Instructions authorized by the Client and shall be binding upon the Client.
6.2 Formation of Each Contract
6.2.1 When the Client, or an Authorized User, contacts HML by either telephone, face-to-face or via the
Internet, HML may, but is not obligated to, ask for or clarify the following information where
a) a) the Client’s account number;
b) further Client identification details;
c) the Contract type (eg. foreign exchange, currency pair, commodity, or index);
d) whether the Contract is to buy or sell;
e) the number of Contracts; and
f) For Contract orders, the order type, the order price and the order expiry date.
6.2.2 Collectively, though not exhaustively, the information referred to in clause 6.2.1 or any portion thereof constitutes the “Instructions”.
6.2.3 HML will immediately provide the client with, either verbally or via the Internet (including on the Client Account), prices at which the relevant Contract can be purchased or sold. These are the “Trade Contract Terms.”
6.2.4 If the Client, or an Authorized User, then indicates by either telephone, face-to-face or by clicking the relevant button on the Online Platform that they accept the Trade Contract Terms (“Acceptance”), then HML shall have a discretionary right to create a Contract. If HML exercises this right then a Contract is formed between the Client and HML. When a Contract is created the parties shall become bound by the content of the relevant Trade Contract Terms and this Agreement. If HML declines to exercise the right to create a Contract, HML shall not be obliged to give a reason, however, HML shall promptly notify the Client that HML has not created a Contract with the Client.
6.3 Method and Timing of Payment
6.3.1 The Client must not deposit cash into HML’s Designated Bank Account under any circumstances. HML has an absolute discretion as to whether the Client may pay by cheque.
6.3.2 Any sums that the Client owes to HML (including a Margin Deposit) must be paid into the Designated
Bank Account using one of the following methods:
a) by online bank transfer;
b) by same day bank transfer;
c) by cheque (with HML’s prior written consent); or
d) by international TT transfer.
6.3.3 Any payment to HML in any currency will be at the prevailing market conversion rate at the time the Contract is entered into.
6.3.4 The Client must have sufficient cleared funds deposited in HML’s Designated Bank Account (including sufficient Margin Deposit) before HML will execute any Contracts. HML will indicate to the Client, where applicable, the sum required as the Margin Deposit for each Contract (where applicable).
6.3.5 HML may impose other fees and charges for using its services, by providing Notice to the Client. If the Client does not consent to the charges, it can terminate the Agreement and the charges will not apply to the contract between HML and the client prior to the notice being given by HML.
6.3.6 HML is not responsible for any fees or charges imposed by third party banks or other counterparties, which are incurred by the Client in connection with the use of HML’s services.
6.4 Credit Limits
6.4.1 The Client understands that:
a) HML may grant certain Clients a Credit Limit. A Credit Limit is a pre-agreed amount of Australian dollars or other agreed currency that can be offset against a negative mark to market value on an Open Position, or an amount applicable to unsettled trading losses to some or all Contracts (either individually or in aggregate or both);
b) If the negative mark to market of an Open Position is approaching or has exceeded the Client’s Credit Limit, HML reserves the right to Margin Call the Client an amount entirely at its discretion;
c) HML is not obliged to provide credit to the Client;
d) any Credit Limit set by HML may be reduced or withdrawn at any time by giving Notice to the Client.
6.4.2 The Client acknowledges that if HML acts on an Instruction which would result in a Credit Limit being
a) HML is not obliged to advise the Client that the Credit Limit will be exceeded;
b) the Client will continue to be liable to HML for all amounts including those above the Credit Limit; and
c) HML is not obliged to act upon any subsequent Instruction where a Credit Limit might be exceeded.
6.5 Authorization Limits
6.5.1 The Client may inform HML of an authorization limit applicable to some or all Contracts either in general or for particular Authorized Users.
6.5.2 Any authorization limit provided by the Client to HML may be withdrawn by the Client at any time by giving Notice to HML.
6.5.3 HML may, at its own discretion, impose an authorization limit on the Client and/or one or more Authorized Users at any time, by providing Notice before the imposition of the limit.
6.6 Interest Charges on Open Position
6.6.1 In any Open Position held by the Client, HML shall from time to time add an amount to the Client’s
Account for interest earned, or subtract from the Client’s account for interest incurred from the Value Date
until the position is liquidated, in the following manner:
a) For buying of one currency against the sale of another currency and the currency bought has a higher interest rate than the currency sold, the amount of interest arising therefrom shall be added to the Client’s Account;
b) For selling of one currency against the purchase of another currency and the currency sold has a higher interest rate than the currency bought, interest arising therefrom shall be debited to the Client’s account.
c) For commodities contracts of indices, interest arising from buying or selling commodities or indices shall be added to, or subtracted from, the Client’s account.
d) In the case of a negative interest rate, interest arising therefrom shall be debited to the Client’s account.
e) In all cases, interest shall be at the annual rate to be determined by HML from time to time without Notice.
6.7 Advances and Interest Rate
6.7.1 The Client is required to settle each Contract on the Value Date or on such date as HML may require settlement. In the event of the Client not being able or willing to settle any Contract on the Value Date or on such date as HML shall require settlement, HML may (but without obligation to do so) make an advance to the Client by way of direct settlement of any Contract in whole or in part and the Client undertakes to repay the US dollar equivalent (at the exchange rate or rates as HML shall stipulate) upon demand with interest therein at the rate of 3% per annum above the prime lending rate in the United States for the time being in force, calculated on a daily basis from the date of such advance up to and including the date of repayment in full.
6.7.2 In addition to clause 6.8.1 above, interest at the said rate shall be chargeable on the following
a) any part of the Margin Deposit or additional Margin Deposit not paid or deposited in the form of cash; and.
b) any amount due to HML which remains outstanding.
6.7.3 Nothing in this clause 6.8 or other clauses shall be construed as binding HML to make any advance to the Client as aforesaid nor shall it prejudice any of the rights and remedies of HML against the Client or any other persons under this Agreement, the Contracts or otherwise conferred by law, equity or usage.
6.8 Margin Deposit
6.8.1 Before executing a Contract, HML may in its absolute discretion require a deposit of between 0.01% and 100% of the Contract’s value in respect of any anticipated or existing Open Positions which the Client has or will have with HML; (“the Margin Deposit”).
6.8.2 Payment must be made pursuant to clause 6.3 of this Agreement.
6.9 Forced Liquidation
6.9.1 The Client is required to maintain sufficient level of Margin Deposit (as recorded in the Client
Account or as otherwise notified by HML). HML reserves its full rights to close out all Open Positions:
a) if at any time the Margin Deposit held by HML is approaching or is no longer sufficient to cover the negative mark to market value of any or all Open Positions that the Client has open with HML; or
b) if at any time the pre-agreed Credit Limit assigned to the client by HML is no longer sufficient to cover the negative mark to market value of any or all Open Positions that the Client has open with HML.
6.9.2 HML shall have the right, at its sole discretion, to determine the mark to market value from time to time.
6.9.3 In addition to other remedies available to HML, if the Client fails to pay an amount when due under this Agreement, HML has the right to terminate (by either buying or selling) any or all of the Client’s Open Positions.
6.10 Set Off Against Monies Owed
6.10.1 In addition to other remedies available to HML, if the Client fails to pay any amount when due under this Agreement, HML may set-off against such amount any amount payable by HML to the Client.
6.10.2 HML is entitled to set-off against any amounts due to it by the Client, any amounts received by HML from or on behalf of the Client including but not limited to moneys received as Margin Deposits or Margin Calls. HML may determine the application of any amounts which are to be set-off at its own discretion.
6.10.3 A Client must not set-off against any amounts the Client owes to HML, any amounts HML owes to the Client.
6.11.1 HML will use all reasonable efforts to process the Client’s Contract order on a timely basis. However, HML shall not, in the absence of or wilful misconduct, be liable for delays, damages, failures or errors in the completion of the Contract order.
6.12.1 Rate indications from HML are available by telephone, face to face, or via the Online Platform (the “Indication”). The Indication is not binding, and the Client agrees to accept the prices offered by HML when the Contract is executed
6.13 Quoting Error
6.13.1 HML will take reasonable steps to prevent quoting errors from occurring. Should a quoting error occur due to a typographical error or obvious mistake in a quote or indication (the “Quoting Error”), HML is not liable for any damages, claims, losses, liabilities or costs arising from the Quoting Error. HML reserves the right to make the necessary adjustments to correct the Quoting Error. Any dispute arising from a Quoting Error will be resolved on the basis of the fair market value, as determined by HML acting reasonably, of the relevant currency at the time such Quoting Error occurred.
6.14Face to Face
6.14.1 An Authorized User may request HML to accept Instructions, enter into Contracts and make financial dealings by physically visiting HML’s Registered Office. The Client acknowledges and agrees that upon the Acceptance by HML of the Authorized User’s Instructions, the Client shall be bound by those Instructions.
6.15.1 An Authorized User may request HML to accept Instructions and enter into Contracts by telephone. HML may check the authority of the caller by asking the caller for information to confirm the caller’s identity. Upon such check confirming the identity of the caller, HML may assume that the caller has the full authority as previously advised by the Client.
6.15.2 The Client acknowledges and agrees, and will ensure that each Authorized User acknowledges and agrees, that HML may make a recording of any telephone conversation between any person and HML at any time. The recording remains the property of HML. The telephone recording can be used by HML to confirm the terms and conditions of any transaction where there is dispute with a Client as to the Trade Contract Terms of the transaction, and for training and monitoring purposes.
7. Online Transaction Platform
7.1 If the Client uses HML’s online transaction systems (the “Online Platforms”), the Client confirms and
accepts the following:
a) The Client will be able to enter into Contracts at the rates and/or prices quoted on the Online Platform.
b) All transactions must be completed using the logins and passwords allocated to the Client by HML and valid entry of such a login and password will constitute an authorization by the Client to complete the Contract specified irrespective of whether the login and password are entered by an Authorized User.
c) The Client must ensure that the logins and passwords are kept secure and confidential. The Client must also ensure that each Authorized User to whom a login and password is provided, will keep them secure and confidential. The Client will advise HML immediately if the Client has any reason to believe that the login and passwords allocated to the Client have not been kept secure and confidential.
d) The Client must ensure that no unauthorized person is able to use the logins and passwords. As part of this obligation the Client must ensure that each Authorized User quits the Internet browser after using the Online Platform.
e) HML may at any time without Notice to the Client suspend, withdraw or deny access to the Online Platform for any reason including but not limited to security, quality of service, failure by the Client to pay an amount when due or breach by the Client of any provision of this Agreement.
8. Deduction of Intermediary/Receiving Bank Fees
8.1 In some circumstances a number of intermediaries may be involved in payment transaction and may deduct a charge. The receiving bank may also take a charge. These charges cannot always be calculated in advance, and the Client will be liable for these expenses.
8.2 HML will not be liable for losses that result from fees under clause 8.1 being levied. HML will use its best endeavors to ensure that all fees associated with a transaction are disclosed in the Trade Contract Terms. However, due to the complexity of the international foreign exchange markets this may not always be possible. If it is important that an exact amount of a particular currency arrives, please advise HML accordingly and HML may be able to pre-cover any undefined charges. The Client should ensure that they clearly discuss third party fees and charges when providing a HML representative with Instructions for a transaction.
9. Circumstances Beyond Our Control
9.1 If HML is unable to perform its obligations under this Agreement or a Contract because of factors beyond its control or because of a Force Majeure Event, HML will notify the Client as soon as is reasonably practicable and will use reasonable endeavors to secure the return of any money paid by the Client in respect of which HML has been unable to discharge its obligations under this Agreement.
9.2 Market Disturbance
9.2.1 HML may give a notice (“a Disturbance Notice”) to the Client at any time if it forms the view that market conditions in the relevant market for the underlying asset are seriously disturbed.
9.2.2 This includes circumstances where, in HML's opinion, the underlying asset is not available (for example, deposits in the currency concerned are not available) in the ordinary course of business to HML in the relevant market or because of national or international financial, political or economic circumstances, or because of exchange controls.
9.2.3 When a Disturbance Notice is given, HML's obligations will be suspended while it and the Client negotiate alternative arrangements. If both parties reach agreement before the Value Date, those alternative arrangements will apply. If they do not reach agreement within that period, each will be released from its obligations under the relevant transaction.
10. Client Money
10.1 The Client agrees that:
a) all Client Monies deposited in the Designated Bank Accounts, or that are otherwise held by or on behalf of HML, are held on HML’s own account and not on account of the Client;
b) neither HML nor any other person is holding Client Monies in the Designated Bank Account as a trustee of the Client or in any fiduciary capacity with respect to the Client;
c) as between HML and the Client, the Client is a creditor of HML with respect to any Client Monies held by or on behalf of HML; and
d) HML may aggregate Client Monies in a Designated Bank Account with money paid into the Designated Bank Account by other clients.
10.2 Without limiting clause 10.1, the Client agrees and confirms that HML will retain any interest accrued from time to time on the Client Monies in a Designated Bank Account.
10.3 Without limiting clause 10.1, the Client authorizes, directs, and empowers HML to withdraw, apply or
otherwise utilize the Monies:
a) in order to meet obligations (the “Obligations”) incurred by HML in connection with Contracts. Obligations may include an obligation to make payments to a Related Entity or a wholesale liquidity provider in connection with liabilities HML incurs when the Client and other clients place Contracts with HML. Liabilities in this sub-clause include but are not limited to minimum floating margin requirements imposed by a Related Entity or wholesale liquidity provider, or other hedging requirements;
b) in order to enforce other rights that HML has under this Agreement including in the PIS; and
c) for any other reason allowed by Law.
10.4 Without limiting clause 10.1, the Client agrees and confirms that:
a) When HML uses the Client Monies for a lawful purpose as set out in this clause 10 or for any other lawful purpose stipulated under this Agreement, the Client Monies continue to be held on HML’s account at all times,
b) If the Client has an open Contract, and HML is entitled to make a deduction for any reason as set out in this Agreement or the PIS, that deduction may occur immediately from the Client Monies. Conversely, if the Client has an open Contract and HML is required to apply a credit to the Client Trading Account for any reason as set out in this Agreement or the PIS, that credit will typically be recorded in the Client Account within 1 hour of the Client’s position being closed.
11.1 Any notice or other writing required or permitted to be given under this Agreement or for the purposes
of this Agreement (”Notice”) shall be in writing and shall:
a) If to the Client, be sent by prepaid registered mail or delivered by hand to the address of the Client set out in this Agreement, or such other address the Client designates in writing, or by HML posting a Notice to the HML Website; and (i) if posted on the HML Website, Notice is deemed to have been given 3 Days after the Notice was posted on the HML Website; or (ii) if the Notice was sent to the address of the Client, the Notice is deemed to have been given on the Day after the Notice was sent, unless delivered by hand in which case the Notice is deemed to have been given on delivery.
b) If to HML, be sent by prepaid registered mail or delivered by hand to the address of HML set out in this Agreement, or such other address as HML designates in writing, and such Notice is deemed to have been given on the Day after the Notice was sent, unless delivered by hand in which case the Notice is deemed to have been given on delivery.
11.2 Any Notice given or made under this Agreement may also be sent by email if:
a) the Notice is sent to the email address last notified by the intended recipient to the sender; and
b) the sender keeps an electronic or printed copy of the Notice sent.
11.3 A Notice sent by email will be deemed to have been given on the first to occur of:
a) receipt by the sender of an email acknowledgement from the recipient’s information system showing that the Notice has been delivered to the email address stated above;
b) the time that the Notice enters an information system which is under the control of the recipient; or
c) the time that the Notice is first opened or read by an employee or officer of the recipient.
12.1 This Agreement may be terminated immediately by the Client or HML by Notice to the other in writing. However, termination by either party shall not affect any Contract or other transaction previously entered into and shall not relieve either party of any outstanding obligations arising out of this Agreement, nor shall it relieve the Client of any obligations arising out of any Contract entered into prior to such termination.
12.2 In the event that HML is made aware of or has reason to believe any of the following:
a) that the Client has provided false or misleading information to HML; or
b) that the Client has participated or is participating or has assisted or is assisting in money laundering or terrorist financing; or
c) that the Client is being officially investigated by law enforcement and/or regulatory agencies;
then HML, at its sole discretion, may terminate this Agreement immediately by Notice to the Client, and HML shall be relieved of any obligations set out in this Agreement or arising out of the transactions contemplated by this Agreement, including any obligations arising out of any Contract already entered into with HML.
13. Limitation of Liability
13.1 HML will use all reasonable endeavors to execute Contracts or make payments to the Client or to any third party specified by the Client, in accordance with the timing specified in the Client’s Instructions. However, HML shall not be liable under any circumstances for any direct, indirect or consequential loss (including any loss of profits) incurred as a result of a delay in funds reaching the Client’s nominated account.
13.2 No parties licensing the Online Platforms to HML are liable for the accuracy or completeness of the information or software provided, or for delays, interruptions or omissions, nor any lost profits, indirect, special or consequential damages to the Client. Nor are these parties responsible for the use of the Trading Platforms or related documentation which are not in compliance with the Law.
13.3 Nothing in this Agreement is intended to limit or exclude any liability HML may owe the Client under any statutory rights the Client may have.
14. Dispute Resolution
14.1 Except to the extent that this clause is inconsistent with the requirements of any legislative or regulatory regime, the dispute resolution process set out in this clause shall apply. The parties must use all their reasonable endeavors to resolve any dispute arising in connection with this Agreement or any transactions there under.
14.2 If the parties fail to resolve a dispute within 5 Days of one party giving Notice to the other of the dispute, either party may, by giving Notice to the other, refer the dispute to the parties' Senior Officers (where the Client is an individual no such referral is applicable) who, each party must ensure, must co-operate in good faith to resolve the dispute as amicably as possible within 10 days of the dispute being referred to them.
14. 3 If the Senior Officers (or individual and the HML Senior Officer) fail to resolve the dispute within 10 days of the dispute being referred to them, the parties must, at the written request of either party and within 10 days of receipt of the request, refer the dispute to mediation in accordance with, and subject to, the Institute of Arbitrators and Mediators Vanuatu Rules for the Mediation of Commercial Disputes. The costs of the mediator shall be met equally by the parties. If the dispute or difference is not settled within 30 days of the submission to mediation (unless such period is extended by Agreement of the parties), it shall be submitted to arbitration in accordance with, and subject to, the Institute of Arbitrators Vanuatu Rules for the Conduct of Commercial Arbitrations.
Hantec Markets (V) Company Limited
地址: 1276, Kumul Highway, Port Vila, Vanuatu, Republic of Vanuatu
電話: +852-2214 4183
「客戶」指名列本協議或相關文件的客戶，連同其附屬公司 、聯繫公司、繼承人及／或承讓人，以及其行政人員、主管 、僱員及代理；
「不可抗力事件」指包括但不限於下列事件或因素：天災、海難、不可避免的航行事故、戰爭（無論是否已宣戰）、蓄意破壞、暴動、叛亂、民眾騷亂、全國緊急狀態（無論是事實上或法律上）、軍法統治、火災、水災、暴風、地震、山泥傾瀉、爆炸、缺電或缺水、傳遞或通訊網絡故障、傳染 病 、隔離、罷工或其他勞工糾紛或政府徵用、政府機構作出的限制、禁止、法例、規例、判令或其他法律強制命令、破損或意外、國際、州分或聯邦法例或規例的變動或HML的體制或系統的任何破壞（除非是由於客戶或HML的行為、遺漏、失責或疏忽而發生）；
「HML」指Hantec Markets (V) Company Limited、其附屬公司、控股公司、繼承人及／或承讓人，以及其行政人員、主管、僱員及代理；
「個人資料」指經不時修訂的1993年隱私法(Privacy Act 1993)所界定的涵義；
1.2 本協議包含HML的開戶申請表、產品信息聲明 (如有提供) 及HML客戶補充協議 （如有提供），這些文件於訂約方之間可能已交換及／或已執行。然而，倘本協議與客戶和HML之間已交換及／或已執行的其他合約或文件有任何歧義，概以產品信息聲明為準，關於其他進一步的歧義，概以本協議為準。
a) 有關信託文據為有效並符合本協議第5.2條所界定的 所有適用法例；
c) 客戶有權就本協議及根據本協議擬進行交易自信託 資產獲得賠償；
e) 客戶不會進行任何可能導致其自信託資產獲得賠償 的權力受損的事情；
f) 倘客戶的受託人身份被取代或有其他人加入成為受 託人，則在HML滿意的情況下，客戶將確保新受託 人受到本協議及與根據本協議擬進行交易相關的任 何其他協議（客戶表明為有關協議的訂約方）或受 到具有相等效力的文件約束。
g) 在未獲HML的書面同意前，客戶將不會重新結算、 撥出或分派任何信託資產，惟受到信託文據強制行 事者除外；及
h) 在未獲HML的書面同意前，客戶將不會修訂或修改 信託文據。
i) 倘客戶並非信託的唯一受託人，則各受託人必須以 書面方式同意受本協議的條款及就本協議訂立的任 何交易所約束。
4.2.4 HML將根據其隱私政策處理客戶的個人資料，客戶 可聯絡HML或於HML網站取得有關隱私政策。
5.3.1 各訂約方不得於任何時間以任何目的代表其他訂約方或以其他訂約方的名義作出承擔或使用其知識產權。除非本協議明確規定，否則各訂約方不得：(a)未經其他訂約方事先書面批准而使用該名其他訂約方的名義或知識產權；或 (b)自行聲稱與其他訂約方有聯繫或經該名其他訂約方授權行事。5.4 轉讓
5.4.1 除非獲得HML的事先書面同意，否則客戶根據本協議享有或承擔的任何權利或義務不得轉讓、轉移、出售或以其他方式傳遞。然而，HML可無需客戶同意，而將其根據本協議享有或承擔的任何權利或義務轉移予另一訂約方。這樣的轉移，僅會在一個合理的人不預期HML的客戶會遭受損失的情況下進行。客戶將應HML的合理要求而簽署任何文件（包括約務更替契約）以使此項轉移生效。如果客戶不同意HML轉移它的權利，客戶可終止本協議。然而，在這種情況下終止本協議，並不改變因客戶在HML 持有的任何未結清的合約所應承擔的義務或HML應享有的權利。
5.5.1 本協議及根據本協議進行的任何交易的條款均可由HML不時修改。HML將就任何有關修改向客戶作出通知。客戶同意於下列日期之中的較早日期受到有關修改的條款所約束：(a)HML於HML網站已張貼修改通知後十日；或 (b)於修改後由客戶訂立任何交易合約的日期。任何其他修改必須經由HML及客戶的書面同意。如果客戶不同意修訂，客戶可以終止該協議，此改變將不具有追溯力。在這種情況下終止本協議，並不改變因客戶在HML持有的任何未結清的合約所應承擔的義務或HML應享有的權利。
6.2.4 倘客戶或授權用戶通過電話、親身或點擊網上平台的相關按鈕，從而表示接納交易合約條款（「接納」），則HML將擁有建立合約的酌情權利。倘HML行使該項權力，則客戶與HML之間即建立合約。當合約建立後，訂約方將受有關交易合約條款及本協 議的內容所約束。倘HML拒絕行使權利以建立合約，則HML並無責任提供理由，但HML將立即通知客戶，以表明HML與客戶並無建立合約。
6.9.2 HML將有權按其唯一酌情權，不時釐定按市值計價 的價值。
6.9.3 除可供HML使用的其他補救措施外，倘客戶未能支 付根據本協議到期應付的金額，則HML有權（通過 購買或出售）終止客戶的任何或全部未平倉交易。
6.15.2 客戶確認及同意 為確保每位授權用戶確認及同意，HML會以錄音的方式紀錄任何客戶與HML的電話對話。電話錄音屬HML財產。HML可以使用電話錄音與客戶處理交易糾紛，確認就貿易合同條款有爭議的任何交易的條款和條件, 及用於培訓和監控目的。
8. 扣除中介機構／ 收款銀行的費用
8.2 根據第8.1條HML將不會對該等被徵收費用所導致的損失承擔責任。HML將盡其最大努力，確保已於交易合約條款中信息與交易相關的所有費用。然而，由於國際外匯市場運作複雜，要作出披露未必一定可能。如有必要計算某種特定貨幣的準確金額，則敬請就此通知HML，而HML或能夠提前支付任何未指明的費用。客戶在向HML代表發出交易指示時，應確保雙方清楚說明各項第 三方費用及收費。
13.1 HML將盡一切合理努力，根據客戶指示所指定的時間， 執行合約或向客戶支付款項或向客戶指定的任何第三方支付款項。然而，HML在任何情況下，均不會對資金撥入客戶的指定賬戶時出現延誤而導致的任何直接、間接或連帶損失（包括損失任何盈利）承擔責任。