Actual
https://mind-money.eu/static/b1a02f2848d9d1132ce1d8ea7fc876ce/33f81b5f-ea74-44a9-b440-fe93f636f647_Terms+of+business.pdfTERMS OF BUSINESS
1. GENERAL INFORMATION
1.1. MIND MONEY LIMITED (former ZERICH SECURITIES LIMITED) (“the Company”, “we” or “us”) is a private limited liability company, incorporated and registered in Cyprus with company number HE 252803 whose registered address and address for correspondence is at 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. Our telephone is +357 25755337 and fax is +357 25755336. Our official website(s): https://mind-money.eu and email for general questions: info@ mind-money.eu We are authorised and regulated by the Cyprus Securities and Exchange Commission under the license number 115/10 dated 22 February 2010, as amended. 1.2. The Client means you, the recipient of our services. You accept and understand that the official language of the Company is English and you should always refer to the legal documentation posted on our official website for all information and disclosures about us and our activities. 1.3. The relationship between you and us is governed by these Terms of Business (the Terms), as amended from time to time. As these Terms is a distance contract, it is amongst others, governed by the Distance Marketing of Financial Services Law № 242 (I)/2004 implementing the EU Directive 2002/65/EU, under which signing these Terms is not required and the Terms have same legal effect as a regular signed ones. In case where Clients prefer to have a signed copy of these Terms, then the Client needs to print and send a copy to the Company, where the Company will sign and stamp the Terms and send a copy back to the Client. 1.4. By accepting these Terms, the Client enters into a binding legal agreement with the Company. The Terms shall commence once the prospective Client receives the letter, confirming acceptance of a prospective client`s application. 2. DEFINITIONS “Access Codes” mean your access codes, any login code, password(s), your trading account number, your electronic authentication means and any information required for accessing our trading platform and/or clients` portal; “Affiliate” means, any company or partnership controlled by, or controlling, or in common control with another person; “Affiliated company” means any legal person in the same group of companies; “Allocation” means actual number of shares purchased during the IPO depends on supply and demand. The higher underwriter reserves the right to partial execution of collective applications. The Company does not guarantee any allocation. The entire amount of shares received is distributed between clients via internal allocation processes; 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 “Applicable Regulation” means the rules of any relevant regulatory authority, the rules of any relevant security exchange, and all other applicable laws and regulations in force from time to time; “Assets” means Funds and Securities; “Ask” (including “Ask Price”) meansthe price at which the Client can buy Financial Instruments; “Authorised Person” means an individual duly authorised on your behalf to act under these Terms; “Balance” means the sum of client’s assets, less withdrawals, plus or minus realised profit and loss and shall also include sums in any your trading account; “Base currency” means EURO, unless otherwise agreed in writing; “Bid” (including “Bid Price”) means the price at which the client can sell financial instruments; “Business Day” means a day (other than a Saturday or a Sunday) when banks are open for business in the recognized principal financial center(s) of the relevant currency/ies and which is also not an official bank holiday in Cyprus; “Buy” (including “Go Long”, “Long”, “Long Position”) means making a buy transaction or buying at the Company’s quote price; “Client Account” (alternatively the “Account”) means any and all aAccounts opened for you by us under these Terms; “Client’s Bank Account” means an account held on the name of the Client and/or the name of the Company on behalf of the Client with a bank and/or other institution and/or any electronic payment provider or credit cards processor(s); “Client Money” means any money that the Company receives from the clients or hold for clients and/or on client’s behalf subject to client money safeguard provisions in accordance with applicable regulation in the course of, or in the connection with, services provided by us; “Company’s website” or “Company Portal” means www.mind-money.eu or any other website that may be our website from time to time; “Contract Specifications” means each type of the financial Instrument offered and all necessary trading information regarding fees, commissions, spreads, swaps, margin requirements, etc., that are made available by us on the Electronic Trading Platform and/or website; “CySEC” means the Cyprus Securities and Exchange Commission; "Delivery Date" means a Business Day on which either Party shall transfer the Securities to the account, unless otherwise agreed by the parties; “Durable medium” means any instrument which: (a) enables a Client to store information addressed personally to that Client in a way accessible for future reference and for a period of time adequate for the purposes of the information; and (b) allows the unchanged reproduction of the information stored; “Electronic Authentication Means” (EAM) are the following types of electronic equivalent to Client’s written signature: SMS EAM, WebToken and Token; 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 “Electronic Trading Platform” means any electronic system operated by us, through which we provide investment services to you; “Equity” means the Balance, including unrealized profit and/or loss that derives from any open positions; “Fees” means fees and commissions that we charge you for our services. The Fees shall be calculated in accordance with the Fees Schedule; “Financial Instruments” and/or “Instruments” means the Financial Instrument described in section 4.2 of these Terms; “Funds” means the Client's Money that are: (i) transferred by you to our bank account(s) for the purpose of purchasing the Securities in accordance with to the provisions described herein; and/or (ii) received by us from thirs persons as a result of an appropriate sale transaction of the Securities initiated by us according to your Instructions. The Funds transferred by you and/or received by us shall be deposited and kept on the Account. The amount of Funds shall be reflected in a statement of Account. You may transfer additional Funds to the Account or withdraw the Funds from the Account via Instruction(s) to the Company. Provided, however, that such withdrawal of Funds will not affect previous obligations of the Parties and shall not affect any transaction initiated by the us with a third Person pursuant to your Instructions. You shall transfer the Funds to specially designated Account or Accounts of our Company. We may inform from you time to time of any changes of Account. Further, you hereby authorises us to use such Funds in order to fulfil appropriate provisions of these Terms and appropriate Instructions. “Terms” means the present Terms and its Appendixes, Schedules and all Supplementary Documents, as amended from time to time; “Regular payment” means the payment included in the system of recurrent payments that enable us to remove funds from your Bank Account and/or Bank card. This allows us to achieve a particular result in accordance with the Instruction(s) and with the order of the Client. “SEPA Debit Direct” means a Europe-wide Direct Debit system that allows us to collect Euro-denominated payments from your account(s) in the 34 SEPA countries and associated territories. The Company is making collections of funds for the Services. “Instructions” means instructions from any Authorized Person of the Client with respect to the Services received by the Company, provided that: (a) For the Brokerage Services, Instructions or trade orders (the “Trade Order”) shall be given in writing and relate to purchase or sale of the Securities. The Trade Order shall (i) be completed substantially in the prescribed form (except to the extent otherwise agreed by the Parties or required by the Laws); (ii) contain a minimum the Material Terms as well as other relevant additional terms, if any, and (iii) refer to this agreement. By Agreement of the Parties, the Trade Order may also evidence the transfer of ownership rights from one 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 Party to the other Party in respect of the Securities. In the event of any inconsistency between the provisions of the Trade Order and the provisions of this Agreement, the provisions of the Trade Order shall prevail; (b) For the Custodian Services, Instructions shall be given in writing and shall at a minimum include the following terms: the Issuer, type of the Securities, total nominal value (or number, if nominal value is not applicable), issuance number and date or ISIN, series of the Securities to be transferred or received, the amount of Funds to be transferred or received, time period during which appropriate operation shall be taken, as well as other relevant additional terms, which shall be included in accordance with a form of the respective Instruction and are necessary to fulfil the Instruction. Instructions for crediting the Account when the Client transfers, or causes any other party to transfer, the Securities in the Account, as well as Instructions for debiting the same when the Company delivers out the Securities from the Account (other than pursuant to a transaction executed hereunder), shall be given in writing in the prescribed form; “Introducing Broker” means any financial institution or advisor or legal or natural person obtaining remuneration from the Company and/or Clients for introducing Clients to the Company; “Investment Services” means the services to be provided by the Company to the Client as described in section 4.1; “Issuer” means any Person duly organized and validly existing under the laws of its jurisdiction, which has issued the Securities; “Initial public offering (IPO)” means the process where a private company issues new and/or existing security to the public for the first time; “Key pair” means a private and a public keys, comprising of two uniquely related cryptographic keys (long random numbers), which allow Company’s Electronic Trading Platform to identify the Client while opening the Secure Session. “Law” shall mean the Law 87(1)/2017 as amended from time to time; “Letter of Application” means your request to us to be provided with our Services. “Material Terms” means the terms of the Trade Order and any applicable transaction agreed upon by the Parties as the result of receipt by the Company of Instructions from the Client. At a minimum, the Material Terms shall include the following items: • Trade Date; • Direction of trade (i.e., buy or sell) • Instruction (i.e., to debit or credit the Account); • Issuer; • Type of the Securities; • ISIN/registration code of the Security • Payment Amount and currency; • Delivery Date; • Value Date; 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 • Settlement detail if differ from the ordinary market practice on a venue where execution of the Client’s Instruction takes place; • Accrued Interest (if applicable); • Price of the Securities; • Total Nominal Value and/or Quantity of the Securities; and/or • other items, if appropriate subject to specifics of a transaction. “Member Area” means our website section where you may communicate with us and give online instructions and orders; “Multilateral Trading Facility (MTF)” means a multilateral system operated by an investment firm or market operator, which brings together multiple third-party buying and selling interests in financial instruments - in the system and in accordance with nondiscretionary rules - in a way that results in a contract; “Nasdaq Global Data” means certain market data and other data disseminated that has been collected, validated, processed and recorded by the System or othersources made available for transmission data to Client from а Nasdaq Company across a Distributor relating to: a) eligible securities or other financial instruments, markets, products, vehicles, indicators or devices; b) activities of а Nasdaq Company; c) other information and data from а Nasdaq Company. “Online Instructions” means Instructions received by us through Electronic Systems; “Order” means the request for the transaction execution; “Outsourcing” means an arrangement of any form between the Company and a service provider by which that service provider performs a process, a service or an activity which would otherwise be undertaken by the Company itself; “Payment Amount” means the amount to be paid by one Party to the other pursuant to the provisions of these Terms, including our fees, or by the Company or the Client to the third party in accordance with your Instruction. In respect of the Securities with a coupon interest, the Payment Amount shall also include the Accrued Interest accumulated on such Securities as of the Trade Date; “Portfolio” means Securities and monetary funds, together with all investments and reinvestments made and the proceeds of those monetary funds and investments, and likewise all earnings and profits, excluding all withdrawals; “Power of Attorney” means the an authorisation of a third party to act on your behalf in all the business relationships with us; “Price” means the price for the Securities in US Dollars or in another currency or in percentage of their total Nominal Value on the relevant stock exchange, trading system, or over-the-counter market through which the Securities are to be purchased, or sold, or otherwise transferred, or redeemed. The Price of the Securities shall be determined in an applicable Trade Order; “Registrar” means a legal entity that maintains the register of holders of the Securities (if applicable), for which it holds a valid license; 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 “Regulated Market” means a multilateral system, which: ● is operated and/or managed by a market operator, and ● which brings together or facilitates the bringing together of multiple third-party buying and selling interests in financial instruments in the system and in accordance with its non-discretionary rules. ● in a way that results in a contract, in respect of the financial instruments admitted to trading under its rules or/and systems, and which is authorised and functions regularly and in accordance with Title III of Directive 2014/65/EU; “Regulations” means Investment Services and Activities and Regulated Markets Law of 2017 (Law № 87(I)/2017) as subsequently amended as well as Cyprus Securities and Exchange Commission relevant regulations (CySEC); “Secure Session” means a terminal session you initiated with secure access codes provided by us to give Instructions or carry on dealings via the website or through some other electronic medium; “Securities” means financial instruments and related investments, equity interests in investment funds and other; “SMS Authorization” means initiation of the Secure Session with secure access codes provided by us via SMS notifications and/or via Telegram notifications sent to the mobile number given by you at the Member Area; “SMS EAM” means an electronic equivalent to your written signature provided by us via SMS notifications and/or via Telegram notifications sent to your mobile number, and comprising of a one-time access code to open the Secure Session; “Token” means a microelectronic device which generates secure access codes to open the Secure Session, and which is available to order online on our website for additional fees; “Trade Date” means the date on which a trade with the Security occurs; “Trading Account(s)” or “Account(s)” means the special personal Account(s) which has a unique number for internal calculation and customer deposits, opened by us in your name. Terms “Сlient Account” or “Account” may be used interchangeably in these Terms; “Transaction” means any type of transaction performed in your Account including but not limited to purchase and sale transactions involving Financial Instruments, deposits, withdrawal, open or closed trades; "Value Date" means a Business Day on which the Payment Amount shall be transferred by one Party to the bank Account of the other Party, unless otherwise agreed by the Parties; “WebToken” means an electronic equivalent to your written signature, which contains access codes to open the Secure Session, and which is generated with the use of a cryptographic key pair (the Key Pair). 3. SCOPE AND APPLICATION 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 3.1. To accede to these Terms you shall sign and send to us the Letter of Application in prescribed form with all the necessary data and documents. The agreement between you and us is deemed concluded on the date of our acceptance of your application. 3.2. The Letter of Application to these Terms shall be signed personally by you or your duly authorised representative. 3.3. These Terms (and any amendments) are non-negotiable and supersede any previous agreements between you and us on the same subject matter and takes effect on the date stated at the beginning of these Terms. These Terms may be amended as provided in section 35. 3.4. This Agreement set out the basis on which we agree to provide Investment and/or ancillary Services to you. 3.5. These Terms are provided to assist you in making an informed decision about us, our services and the risks of the provided Financial Instruments. 3.6. These Terms should be read in its entirely in deciding whether to acquire or to continue to hold any Financial Instrument and/or to be provided by the Company with any Investment and/or ancillary service. 3.7. These Terms govern all investment and/or ancillary services provided by us. 3.8. These Terms apply to Retail and Professional Clients. 4. PROVISION OF SERVICES 4.1. The Investment Services to be provided to you by us are: a) Reception and transmission of orders in relation to one or more Financial Instruments; b) Execution of orders on behalf of clients. 4.2. We will provide the Investment Services of Section 4.1 and Ancillary Services of section 4.3 for the following Financial Instruments (if applicable): a) Transferable securities; b) Money-market instruments; c) Units in collective investment undertakings; d) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivatives instruments, financial indices or financial measures which may be settled physically or in cash; e) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties other than by reason of a default or other termination event; f) Options, futures, swaps, and any other derivative contract relating to commodities that can be physically settled provided that they are traded on a regulated market and/or an MTF or an OTF, except for wholesale energy products traded on an OTF that must be physically settled; g) Options, futures, swaps, forwards and any other derivative contracts relating to commodities, that can be physically settled not otherwise mentioned in (f) 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 of this section and not being for commercial purposes, which have the characteristics of other derivative financial instruments; h) Financial contracts for differences (CFDs); i) Options, futures, swaps, forward rate agreements and any other derivative contracts relating to climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics that must be settled in cash or may be settled in cash at the option of one of the parties (otherwise than by reason of a default or other termination event), as well as any other derivative contract relating to assets, rights, obligations, indices and measures not otherwise mentioned above, which have the characteristics of other derivative financial instruments, having regard to whether, inter alia, they are traded on a regulated market, OTF, or an MTF. 4.3. The Company will provide also the following ancillary services: a) Safekeeping and administration of financial instruments for the Account of clients, including custodianship and related services such as cash/collateral management and excluding maintaining securities accounts at the top tier level. b) Granting credits or loans to an investor to allow him to carry out a transaction in one or more financial instruments, where the firm granting the credit or loan is involved in the transaction. c) Foreign exchange services where these are connected to the provision of investment services. d) Investment services and activities as well as ancillary services of the type included under Section 4.1 or 4.3 related to the underlying of the derivatives included under sections e), f), g), i) of section 4.2 where these are connected to the provision of investment or ancillary services. 4.4. The services of Section 4.1 may involve transactions in Financial Instruments not admitted to trading in Regulated Markets, OTF or MTF or even not traded on any stock exchange. By accepting these Terms, you acknowledge, and give your express consent for executing such transactions. 4.5. The services provided do not include the provision of Investment advice and therefore any investment information provided to you by us will not constitute investment advice and does not warrant or represent any future guarantee or assurance on the expected returns of any of your transactions. You bear all responsibility, without limitation, for any outcome of a strategy, investment decision or transaction. 4.6. We will deal with you based on the terms of: a) These Terms including appendixes and schedules, and b) Letter of Application. 4.7. These Terms apply to all your transactions with us given: a) by telephone, b) by fax, c) via internet over the Company`s trading platform(s), 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 d) via any downloadable Electronic Trading Platform offered by the Company, e) via any other electronic system offered by the Company. 5. APPROPRIATENESS 5.1. Subject always to any applicable obligations in the Regulations, you are responsible for making an independent appraisal and investigation into the risks of a particular transaction. We give no warranty as to the appropriateness of the Financial Instruments and investment services and assumes no fiduciary duty in our relations with you. Where applicable to your categorization and only in relation to Financial Instruments and services subject to the Regulations, we will assess the appropriateness of proposed Financial Instruments and investment services for you. We will warn you if we conclude that a particular investment service or Financial Instrument is not appropriate for you, subject to you provided sufficient information to allow us to conduct the assessment of appropriateness. 5.2. Warning that Service/Financial Instruments may not be appropriate: In the event that we deal with you on an execution-only basis for the buying or selling of complex products, we are required to make an assessment as to whether the product or service being provided or offered is appropriate for you. In this case, the elements to be assessed will be your knowledge and experience in the investment sector relating to that particular category of financial instrument offered or required, so as to secure that you are aware of any risks. Where you are a Professional Client, we are entitled to assume that you have the necessary experience and knowledge to understand the risks involved in relation to those particular investment services or transactions, or types of transaction or product, for which you have been classified as a professional client. If you do not consider that you have the necessary knowledge and experience, you must make us aware of this prior to the provision of such product or service and provide us with any available information as to the level of your knowledge and experience. We accept no liability in these circumstances. 5.3. Warning in relation to execution only services in non-complex products: If we provide you with execution-only Services in relation to non-complex Financial Instruments (such as shares admitted to trading on a regulated market or in an equivalent third country market, money market instruments, bonds and undertakings for collective investment in transferable securities) admitted to trading on a regulated market or in an equivalent third country market and the service is provided at your initiative, we are is not required to obtain information regarding your knowledge and experience, financial situation or investment objectives so as to enable us to make an assessment as to the appropriateness of the Financial Instrument or Service provided or offered. 6. RISK WARNING – ACKNOWLEDGEMENT OF RISKS 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 6.1. Futures, options, derivative products, shares or any other commodities available for trading are highly leveraged Financial Instruments and involve a high level of risk. It is possible that an investor loses all his/her invested Capital. Therefore, these products may not be suitable for all types of investors and you should ensure that have understood the risk involved and, if necessary, should seek independent expert advice. 6.2. We will assess whether a proposed Service is appropriate for you based solely on information you supplied, including financial information, previous experience in investment products, risk tolerance and investment objectives. It is your responsibility to inform us in writing of any information which might reasonably indicate that this assessment should be changed. Furthermore, it is your responsibility to ensure that such information is kept up to date. 6.3. General views expressed to you (whether orally or in writing) on economic climate, markets, investment strategies or investments, trading suggestions, research or other such information are not to be viewed as advice or recommendations and will not give rise to any advisory relationship. Any information you may receive from us will be given in good faith merely for your information and are incidental to the provision of other services to you, but we do not warrant that it is accurate or complete, or as to its tax consequences, and we do not accept any responsibility for any loss, liability or cost which you might suffer or incur in relying on such information, whether caused by our negligence or through any other cause. 6.4. When you make a decision to deal or undertake in any Financial Instrument, Service or Transaction, you always should consider the risks inherent in such Financial Instrument, Service or Transaction, and in any strategies related hereto. Your assessment of risks should include a consideration without limitation of any of the risks such as credit risk, market risk, liquidity risk, interest rate risk, foreign exchange risk, business, operational and insolvency risk, the risks of “over the counter” trading, in terms of issues such as the clearing house guarantee”, transparency of prices and ability to close out positions, contingent liability risk and regulatory and legal risk. You should also ensure that you have read and understood our Risk Disclosure Notice(s), any accompanying Financial Instrument documentation, for example terms sheets, offering memoranda or prospectuses, and the Financial Instrument’s Contract Specifications for any further relevant risk disclosures. 6.5. You unreservedly acknowledge and accept that, regardless of any information which may be offered by us, the value of any investment in Financial Instruments may fluctuate downwards or upwards and it is even probable that the investment may become of no value. You also unreservedly acknowledge and accept that the price and value of Financial Instruments depends on fluctuations in the financial markets which are outside the Company’s control. 6.6. You declare and warrant that have read, understood and accepts the following: a) Information of the previous performance of a Financial Instrument does not guarantee its current and/or future performance. The use of historical data does not 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 constitute a binding or safe forecast as to the corresponding future performance of the Financial Instruments to which the said information refers. b) Some Financial Instruments may not become immediately liquid as a result e.g. of reduced demand and you may not be in a position to sell them or easily obtain information on the value of these Financial Instruments or the extent of the associated risks. c) When a Financial Instrument is traded in a currency other than the currency of your country of residence, any changes in the exchange rates may have a negative effect on its value, price and performance. d) A Financial Instrument on foreign markets may entail risks different to the usual risks of the markets in your country of residence. In some cases, these risks may be greater. The prospect of profit or loss from transactions on foreign markets is also affected by exchange rate fluctuations. e) A derivative financial instrument may be a non-delivery spot transaction giving an opportunity to make profit or loss on changes in currency rates, commodity or indices. f) The value of the derivative financial instrument may be directly affected by the price of the security or any other underlying asset which is the object of the acquisition. You must not purchase a derivative financial instrument unless you are willing to undertake the risks of losing entirely all the money you have invested and also any additional commissions and other expenses incurred. 6.7. The preceding section does not constitute investment advice based on your personal circumstances, nor is it a recommendation to enter into any of the Services or invest in any Financial Instrument. Where you are unclear as to the meaning of any of the above disclosures or warnings, we strongly recommend you to seek independent legal or financial advice. 6.8. You acknowledge and accept that there may be other risks than those mentioned in this section 6. You should also acknowledge and accept that have read and understood our Risk Disclosure Notice(s) which was provided to you during the Account opening process and which is available on our official website. 7. ELECTRONIC TRADING 7.1. We provide you with the facility (access codes) to enter into Transactions or carry on dealings with us via an internet website or through some other electronic medium (Company’s Electronic Systems). 7.2. You will only be entitled to access Company’s Electronic Systems and enter into Transactions via Company’s Electronic Systems for you own internal business use on a non-exclusive, non-transferable basis. 7.3. All rights and interests and all intellectual property rights (including, without limitation, all trademarks and trade names in or relating to us) are owned by us or our suppliers, and are being used by us under license(s), you have no right or interest in those intellectual property rights other than the right to access Company’s Electronic Systems and to use the Services provided via the Company’s Electronic 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 Systems. We reserve the right to effect any such changes and/or any substitution of all or any part of Company`s Electronic Systems at any time, and in any manner, as it might deem fit in our exclusive discretion, and without notices to you. 7.4. You may only download any content of Company’s Electronic Systems (Content) in order to use it for you designated purpose. You shall treat all Content as confidential. You may not republish, distribute, reproduce or disclose to any person any of the Content in any form without our prior written consent. 7.5. We may make available to you the ability to enter into Transactions through Company’s Electronic Systems. Any Content that we include on Company’s Electronic Systems in respect of a Transaction does not constitute an offer to you that we will enter into a Transaction on the terms set out. We may amend that Content at any time in our sole discretion, including, without limitation, after you have submitted to us a firm indication of interest or other instruction indicating that you wishe to proceed with a Transaction. 7.6. You acknowledge that electronic communications can be subject to delay and/or corruption and that Content of Company’s Electronic Systems may not be provided in real time or updated. You have the right to call Company’s trading desk on +357 25 755337 and place your order verbally. You acknowledge and accept that we have the right not to accept any verbal instruction in case our personnel are not satisfied of the verification of the caller’s identity or in the case the caller does not provide clear instructions to us. You acknowledge that verbal instructions will be treated on a first come, first serve basis and we bear no responsibility of possible delays on placing the verbal instruction to the trading desk. 7.7. You undertake to take the necessary precautions to ensure the confidentiality of all information, including, but not limited to, your access codes to Company`s Electronic Systems, user ID, portfolio details, transaction activities, Account balances, as well as all other information and all orders. 7.8. You shall be personally liable for all Orders given through and under your access codes and any such Orders received by us shall be deemed to have been given by you. Where a third person is assigned as an authorised representative to act on your behalf, you shall be personally liable for all Orders given through and under access codes given by us to that representative. 7.9. We reserve the right to reject any Orders transmitted to us through any means other than the Company’s Electronic Systems. 7.10. You undertake to notify the Company immediately if it comes to your attention that Client’s Electronic Systems access codes are being used unauthorised. You accept that we are is unable to identify any instances when a person, other than you or your authorised representative are logging-in the Company’s Electronic Systems without your express consent. 7.11. We shall bear no liability if third persons gain access to information, including electronic addresses, electronic communication and personal data, transmitted between you and us or any other party, by use of the Internet or other network communication facilities, telephone, or any other electronic means. 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 7.12. To the extent permitted by law: a) We exclude any conditions, warranties and representations, express or implied, statutory or otherwise as to condition, satisfactory quality, performance, fitness for purpose or otherwise regarding the Company’s Electronic Systems; b) We will not be liable for any loss, liability or cost (including consequential loss) suffered or incurred by you as a result of instructions given, or any other communications being made, via the internet; c) You shall be solely responsible for all orders, and the accuracy of all information, sent via the internet using Client’s access codes or any personal identification issued to you; and d) We are not liable for any damage or loss that may be caused to any equipment or software due to any viruses, defects or malfunctions in connection with the access to or use of the Company’s Electronic Systems. 7.13. Unless otherwise indicated: a) any Company’s Electronic Systems will not be targeted at the residents of any particular country and will not be intended for distribution to, or use by, any person in any jurisdiction or country where that distribution or use would be contrary to local law or regulation; b) no Services will be available, and offering circulars or other information in respect of them will not be distributed, to person’s resident in any country or jurisdiction where that offering or distribution would be contrary to local law or regulation or which would subject the Company to any registration or licensing requirement within that jurisdiction; c) no action has been or will be taken by us in any jurisdiction that would permit a public offering of any Financial Instruments described on the Company’s Electronic Systems. In particular, we are not a registered broker-dealer or an investment adviser in the United States, and we do not offer any services of a registered broker-dealer or investment advisor in the United States nor do it offer any services to persons in the United States. 7.14. We shall maintain our Electronic Systems in such a manner as to ensure its efficient and effective operation. To this respect we may be required to affect maintenance, replacements, updates, upgrades, fixes and patches to its Electronic Systems. Such actions may cause the Company’s Electronic Systems to be inaccessible by you for a period of time. We bear no liability for any damages or losses, including financial losses, to you caused by any action described herein or by any unavailability of, or interruption to the normal operation, of the Company’s Electronic Systems. 7.15. We shall have the right to suspend or terminate your access to Company’s Electronic Systems if, in our discretion acting reasonably, you fail to perform your payment obligations in respect of any Company’s Electronic Systems or the connection has been used by you in such a way that it adversely affects us or any third party, or it has been used other than in compliance with the provisions hereof. 8. CLIENT’S ORDERS AND INSTRUCTIONS 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 8.1. You understand and acknowledge and give express consent to us to execute or receive and transmit your orders for execution outside of a regulated market or multilateral trading facility (MTF). 8.2. You may give instructions to us in: a) writing and duly signed, b) by electronic means, or c) verbally, by telephone or in person provided that we are satisfied, at our absolute discretion, of the caller’s identity and clarity of instructions. We may refuse the execution of Transactions in case of lack or clarify or if the instructions and do not include essential operations such as opening position, closing position, changing or removing Orders. 8.3. In case of an Order received by means other than through the Electronic Trading Platform, the Order may be transmitted by us to the Electronic Trading Platform and processed as if it was received through the Electronic Trading Platform. 8.4. It should be noted that trading of certain Financial Instruments occurs during specific timeframes. You are responsible to regularly visit the “Pricing and Rates” page in our website of such instruments for further details, before trading. 8.5. In the absence of any other agreement between us, we will act on any instruction which it reasonably believes to have been given, or purporting to have been given by you or any person authorised to act on your behalf, without enquiring as to the genuineness, authority or identity of the person giving or purporting to give such instructions. 8.6. You must ensure that any instructions given to us is clear and intelligible. If you do not provide such instructions promptly, clearly and in an intelligible form, we may, at our absolute discretion, ask you to confirm the instruction in writing, in such form as we may request, before acts on it, or take such other steps at your cost as we consider necessary or desirable for our own or your protection, or take no action. We are not obliged to accept instructions to enter into a Transaction unless it is required to do so by any Applicable Regulations. If we decline to enter into a Transaction, we are not obliged to give a reason. 8.7. You acknowledge and agree that we shall be entitled to record all conversations/communications between us or any representative thereof and maintain such records at our discretion and without further notice (unless otherwise provided by Applicable law). 8.8. We reserve the right, at our absolute discretion to confirm in any manner that we may determine the instruction and/or Orders and/or communications sent through the Trading Platform. By entering into this agreement, you accept the risk of misinterpretation and/or mistakes in the instructions and/or Orders through the Trading Platform, regardless of how they have been caused, including but without limitation, technical or mechanical reasons. 8.9. You have the right, at your own risk, to use a Power of Attorney to authorise a third person (representative) to act on your behalf in all business relationships with us as defined in these Terms provided that: 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 a) you have informed us in writing in such a manner as we may at any time determine, b) the authorised person has been approved by us, c) that both you and your authorised person have fulfilled such conditions, including the execution of such document, that we may at any time and at our discretion determine. Unless we receive a written notification from you for the termination ofsuch representative authorisation, in such a manner as we may at any time determine, wemay continue accepting instructions and/or Orders given by such representative on your behalf, and you shall recognise such Orders as valid and binding. Your writtennotification for the termination of the authorisation of the representative must be received by us with at least 2 (two) Business days’ prior notice. We reserve the right at our discretion and without notice to you, to refuse to accept instructions from any authorised person and to consider the appointment of any such authorised person as terminated. Furthermore, we may, at any time and at our discretion, reject any existing and previously accepted power of attorney given by you to any authorised representative, and may reverse any relevant Transactions and restore the affected Trading Accounts’ Balance. 8.10. Once given, instructions may only be withdrawn or amended with our consent. We can only cancel your instructions if we have not already acted upon them. If, after instructions are received, we reasonably believe that it is not practicable to act on them within a reasonable time, or we reasonably believe that it is in your best interest not to act on such instructions, we may defer acting upon those instructions until it is in our reasonable opinion, practicable (or in your best interest) to do so, or notify you that we decline to act upon such instructions. Any type of order, as described in our Execution Policy which is unavailable through the Electronic Trading Platform will be automatically rejected. The status of the Orders is always shown on the Electronic Trading Platform. In the event that access to the Electronic Trading Platform is not possible, you may contact us by telephone and request the status of any of your pending Orders. We shall not be liable for any losses resulting from any delay or inaccuracy in executing your, nor in deferring acting or refusal to act. 8.11. We shall not be liable for any loss, expense, cost or liability (including consequential loss) suffered or incurred by you as a result of instructions being given, or any other communications being made via the internet or other electronic media. You will be solely responsible for all orders, and for the accuracy of all information, sent via such electronic media using your name or personal identification number. We shall not be responsible for delays or inaccuracies in the transmission of any instruction or other information or the execution of orders due to any cause whatsoever beyond our reasonable control. 8.12. In case of force-majeure, hacker attacks or other illegal actions against the Electronic Trading Platform or our equipment, and also in case of a suspension of trade in the financial markets concerning Financial Instruments, we may suspend, freeze or close your positions and request the revision of the executed Transactions. 13-15 Grigori Afxentiou, I.D.E. Ioannou Building, office 202, Mesa Geitonia, 4003 Limassol, Cyprus. www.mind-money.eu tel: +357 25755337 / fax: +357 25755336 8.13. To the extent permitted by Applicable Regulation, you agree that we will not owe you any duties of best execution in respect of a regulated investments services falling outside the scope of MiFID II. 8.14. When executing orders on your behalf, we will do this in accordance with our Execution Policy as may be amended from time to time and to which you consent. The latest version of our Execution Policy will also be available on our website. 8.15. Considering the volume of your order and the current market conditions, we reserves the right to proceed with partial execution of the Order.