1.1. Smarttool Trading SC Limited (www.axiainvestments.com) is regulated by the Financial Services Authority of Seychelles (“FSA”) with license number SD034. Smarttool Trading SC Limited and OBR Investments Limited belong to the same Group of Companies. OBR Investments Limited is regulated by the Cyprus Securities and Exchange Commission with CIF license number 217/13. Marketvalley Limited (Registered Address: 198 Archiepiskopou Makariou Avenue III, 1st Floor, Office 13, 3030, Limassol, Cyprus), registration number HE415749, is acting as payment agent providing payment services to Smarttool Trading SC Limited.
1.2. This Risk Disclosure and Warning Notice (“Notice”) is provided to you (our Client and prospective Client) by Smarttool Trading SC Limited (“the Company”, “we”).
1.3. All Clients and prospective Clients should read carefully the following risk disclosures and warnings contained in this Notice, before applying to the Company for a Trading Account and before they begin to trade with the Company. However, it is noted that this document cannot and does not disclose or explain all of the risks and other significant aspects involved in dealing in the Financial Instruments offered by the Company. This notice was designed to explain in general terms the nature of the risks involved when dealing in Financial Instruments on a fair and non-misleading basis.
1.4. The Company executes Client Orders in relation to the following Financial Instruments:
Contracts for Differences (“CFDs”) in stocks, commodities, cryptocurrencies indices and currency pairs (FX), etc.;
Charges and Taxes
2.1. The Provision of Services by the Company to the Client may be subject to fees, available on the Company’s website. Before the Client begins to trade, he should obtain details of all fees, commissions, charges for which the Client may be liable. It is the Client’s responsibility to check for any changes in the charges.
2.2. If any charges are not expressed in monetary terms (but, for example, as a percentage or formula), the Client should ensure that he understands what such charges are likely to amount to.
2.3. The Company may change its costs and associated charges at any time, according to the provisions of the Client Agreement found on the Company’s website.
2.4. There is a risk that the Client’s trades in any financial instruments may be or become subject to tax and/or any other duty for example because of changes in legislation or his personal circumstances. The Company does not warrant that no tax and/or any other stamp duty will be payable. The Company does not offer tax advice and recommends that the Client seek advice from a competent tax professional if the Client has any questions.
2.5. The Client is responsible for any taxes and/or any other duty which may accrue in respect of his trades.
2.6. It is noted that taxes are subject to change without notice.
2.7. If required by applicable Law, the Company shall deduct at source from any payments due to the Client such amounts as are required by the tax authorities to be deducted in accordance with applicable Law.
2.8. It is possible that other costs, including taxes, relating to Transactions carried out on the Trading Platform may arise for which the Client is liable and which are neither paid via us nor imposed by the Company. Although it is the Client’s sole and entire responsibility to account for tax due and without derogating from this, the Client agrees that the Company may deduct tax, as may be required by the applicable law, with respect to his trading activity on the Trading Platform. The Client is aware that the Company has a right of set-off against any amounts in the Client’s Trading Account with respect to such tax deductions.
2.9. It is noted that the Company’s prices in relation to CFDs trading are set/quoted in accordance to the Company’s Execution Policy. It is noted that Company’s prices may be different from prices reported elsewhere. The prices displayed on the Company’s Trading Platform reflects the last known available price at the moment prior to placing any Order, however, the actual execution price of the Order may differ, in accordance with the Company’s Execution Policy and Client Agreement. As such, the price that the Client receives when he opens or closes a position may not directly correspond to real time market levels at the point in time at which the sale of the CFD occurs or reflect the prices of third-party brokers/providers.
Third Party Risks
3.1. It is understood that the Company will promptly place any Client money it receives into one or more segregated account(s) (denoted as ‘clients’ accounts’) with reliable financial institutions (within or outside EEA) such as a credit institution or a bank in a third country. Although the Company shall exercise due skill, care and diligence in the selection of the financial institution according to Applicable Regulations, it is understood that there are circumstances beyond the control of the Company and hence the Company does not accept any liability or responsibility for any resulting losses to the Client as a result of the insolvency or any other analogous proceedings or failure of the financial institution where Client money will be held.
3.2. The financial institution (of paragraph 3.1.) where Client money will be held may be within or outside EEA. It is understood that the legal and regulatory regime applying to any such financial institution will be different from the regulatory regime of your home country. Hence, in the event of the insolvency or any other equivalent failure or preceding of that person, the Client’s money may be treated differently from the treatment which would apply if the money was held in a Segregated Account in his home country.
3.3. The financial institution to which the Company will pass Client money (as per paragraph 3.1.) may hold it in an omnibus account. Hence, in the event of the insolvency or any other analogous proceedings in relation to that financial institution, the Company may only have an unsecured claim against the financial institution on behalf of the Client, and the Client will be exposed to the
risk that the money received by the Company from the financial institution is insufficient to satisfy the claims of the Client.
4.1. The Company’s insolvency or default, may lead to Client Open positions being closed out without the Client’s consent and as a result the Client may suffer losses.
5.1. The Client and not the Company shall be responsible for the risks of financial losses caused by failure, malfunction, interruption, disconnection or malicious actions of information, communication, electricity, electronic or other systems, which are not the result of gross negligence or wilful default of the Company.
5.2. If the Client undertakes transactions on an electronic system, he will be exposed to risks associated with the system including the failure of hardware, software, servers, communication lines and internet failure. The result of any such failure may be that his Order is either not executed according to his instructions or it is not executed at all. The Company does not accept any liability in the case of such a failure, not owed to the Company’s gross negligence or wilful default. The Company strives on a best effort basis to provide the Client with a secure and smooth online experience. However, the Client acknowledges the risk that should third parties (hackers) launch a coordinated attack against Company systems that there may be a disruption of services that may result in Client losses. The Company does not accept any liability resulting from such attacks to the extent that the Company has taken all reasonable measures on a best effort basis to fend off such malicious actions.
5.3. The Client acknowledges that the unencrypted information transmitted by e-mail is not protected from any unauthorized access.
5.4. At times of excessive deal flow the Client may have some difficulties to be connected over the phone or the Company’s Platform(s)/system(s), especially in fast Market (for example, when key macroeconomic indicators or news are released).
5.5. The Client acknowledges that the internet may be subject to events which may affect his access to the Company’s Websites and/or the Company’s trading Platform(s)/system(s), including but not limited to interruptions or transmission blackouts, software and hardware failure, internet disconnection, public electricity network failures or hacker attacks. The Company is not responsible for any damages or losses resulting from such events which are beyond its reasonable control or for any other losses, costs, liabilities, or expenses (including, without limitation, loss of profit) which may result from the Client’s inability to access the Company’s Website and/or Trading System or delay or failure in sending orders or Transactions, not owed to the Company’s gross negligence or wilful default.
5.6. In connection with the use of computer equipment and data and voice communication networks, the Client bears the following risks amongst other risks in which cases the Company has no liability of any resulting loss:
Power cut of the equipment on the side of the Client or the provider, or communication operator (including voice communication) that serves the Client.
Physical damage (or destruction) of the communication channels used to link the Client and provider (communication operator), provider, and the trading or information server of the Client.
Outage (unacceptably low quality) of communication via the channels used by the Client, or the channels used by the provider, or communication operator (including voice communication) that are used by the Client.
Wrong or inconsistent with requirements settings of the Client Terminal.
Untimely update of the Client Terminal.
The use of communication channels, hardware and software, generate the risk of non-reception of a message (including text messages) by the Client from the Company.
Malfunction or non-operability of the Trading Platform, which also includes the Client Terminal.
5.7. The Client may suffer financial losses caused by the materialization of the above risks, the Company accepts no responsibility or liability in the case of such a risk materializing and the Client shall be responsible for all related losses he may suffer, to the extent that these are not owed to the Company’s gross negligence or wilful default.
6.1. The Client is warned that when trading in an electronic Trading Platform he assumes risk of financial loss which may be a consequence of amongst other things:
• Failure of Client’s devices, software and poor quality of connection.
• The Company’s or Client’s hardware or software failure, malfunction or misuse.
• Improper work of Client’s equipment.
• Wrong setting of Client’s Terminal.
• Delayed updates of Client’s Terminal.
6.2. The Client acknowledges that only one Instruction is allowed to be in the queue at one time. Once the Client has sent an Instruction, any further Instructions sent by the Client are ignored and the “orders is locked” message appears until the first Instruction is executed.
6.3. It is understood that the connection between the Client Terminal and the Company’s Server may be disrupted at some point and some of the Quotes may not reach the Client Terminal.
6.4. The Client acknowledges that when the Client closes the order placing/ deleting window or the position opening/closing window, the Instruction, which has been sent to the Server, shall not be cancelled.
6.5. Orders may be executed one at a time while being in the queue. Multiple orders from the same Trading Account in the same time may not be executed.
6.6. The Client acknowledges that when the Client closes the Order, it shall not be cancelled.
6.7. In case the Client has not received the result of Force Majeure Events the execution of the previously sent Order but decides to repeat the Order, the Client shall accept the risk of making two Transactions instead of one.
6.8. The Client acknowledges that if a Pending Order in a CFD has already been executed but the Client sends an instruction to modify its level, the only instruction, which will be executed, is the instruction to modify Stop Loss and/or Take Profit levels on the position opened when the Pending Order triggered.
Force Majeure Events
7.1. In case of a Force Majeure Event the Company may not be in a position to arrange for the execution of Client Orders or fulfil its obligations under the Client Agreement with the Client. As a result, the Client may suffer financial loss.
7.2. According to the Client Agreement, the Company will not be liable or have any responsibility for any type of loss or damage arising out of any failure, interruption, or delay in performing its obligations under the Client Agreement where such failure, interruption or delay is due to a Force Majeure Event.
Communication between the Client and the Company
8.1. The Client shall accept the risk of any financial losses caused by the fact that the Client has received with delay or has not received at all any notice from the Company.
8.2. The Client acknowledges that the unencrypted information transmitted by e-mail is not protected from any unauthorized access.
8.3. The Company has no responsibility if unauthorized third persons have access to information, including electronic addresses, electronic communication and personal data, access data when the above are transmitted between the Company and the Client or when using the internet or other network communication facilities, telephone, or any other electronic means.
8.4. The Client is fully responsible for the risks in respect of undelivered Company Online Trading System internal mail messages sent to the Client by the Company as they are automatically deleted within 3 (three) calendar days.
Abnormal Market Conditions
9.1. The Client acknowledges that under Abnormal Market Conditions the period during which the Orders are executed may be extended or it may be impossible for Orders to be executed at declared prices or may not be executed at all.
9.1. Abnormal Market Conditions include but not limited to times of rapid price fluctuations of the price, rises or falls in one trading session to such an extent that, under the rules of the relevant exchange, trading is suspended or restricted, or there is lack of liquidity, or this may occur at the opening of trading sessions.
10.1. When a Financial Instrument is traded in a currency other than the currency of the Client’s country of residence and/or Trading Account, any changes in the exchange rates may have a negative effect on its value, price and performance and may lead to losses for the Client.
INFORMATION ON RISKS ASSOCIATED WITH COMPLEX FINANCIAL INSTRUMENTS (CFDS)
Trading CFDs can put Client’s capital at risk, especially if used in a speculative manner. CFDs are categorized as high risk complex Financial Instruments and Clients may lose the amount invested. Trading CFDs is not suitable for all investors.
The investment decisions made by the Clients are subject to various markets, currency, economic, political, business risks etc., and will not necessarily be profitable.
The Client acknowledges and without any reservation accepts that, notwithstanding any general information which may have been given by the Company, the value of any investment in Financial Instruments may fluctuate either upwards or downwards. The Client acknowledges and without any reservation accepts the existence of a substantial risk of incurring losses and damages as a result of buying or selling any Financial Instrument and acknowledges his willingness to take such risk.
Set out below is an outline of the major risks and other significant aspects of CFDs trading:
i. Trading in CFDs is VERY SPECULATIVE AND HIGHLY RISKY and is not suitable for all members of the general public but only for those investors who:
o understand and are willing to assume the economic, legal and other risks involved. o taking into account their personal financial circumstances, financial resources, life
style and obligations are financially able to assume the loss of their entire investment. o have the knowledge to understand CFDs trading and the Underlying assets and
ii. The Company will not provide the Client with any advice relating to CFDs, the Underlying Assets and Markets or make investment recommendations including occasions where the Client shall request such advice and/or recommendation. However, the Company may provide the Client with information and tools produced by third parties on an “as is” basis
(i.e. the Company does not approve, or endorse, or affect the said information and or tools), which may be indicative of trading trends or trading opportunities. The Client accepts and understands that taking any actions based on the information and/or tools provided by third parties may result in losses and or general reduction of value of the
Client’s assets. The Company does not accept liability for any such losses resulting from actions taken by the Client on the basis of information and or tools produced by third parties.
iii. CFDs are derivative financial instruments deriving their value from the prices of the underlying assets/markets in which they refer to (for example currency, equity indices, stocks, metals, indices futures, forwards etc.). It is important therefore that the Client understands the risks associated with trading in the relevant underlying asset/ market because fluctuations in the price of the underlying asset/ market will affect the profitability of his trade.
iv. Information of the previous performance of CFDs, the Underlying Assets and Markets does not guarantee its current and/or future performance. The use of historical data does not constitute a binding or safe forecast as to the corresponding future performance of the CFDs to which the said information refers.
Some Financial Instruments trade within wide intraday ranges with volatile price movements. Therefore, the Client must carefully consider that there is a high risk of losses. The price of a Financial Instrument is derived from the price of the Underlying Asset in which the Financial Instruments refers to. Financial Instruments and related Underlying Markets can be highly volatile. The prices of Financial Instruments and the Underlying Asset may fluctuate rapidly and over wide ranges and may reflect unforeseeable events or changes in conditions, none of which can be controlled by the Client or the Company. Under certain market conditions it may be impossible for a Client Order to be executed at declared prices leading to losses. The prices of Financial Instruments and the Underlying Assets will be influenced by, amongst other things, changing supply and demand relationships, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and the prevailing psychological characteristics of the relevant market place.
Liquidity risk refers to the capacity to readily monetize assets without suffering a significant discount in their prices. The Client accepts and acknowledges that the Underlying Instruments on some Derivative Products on offer by the Company may be inherently illiquid or sometimes face persistent liquidity strains due to adverse market conditions. Illiquid Underlying Assets may exhibit high levels of volatility in their prices and consequently a higher degree of risk, this typically leads to larger gaps in ASK and BID prices for an Underlying Instrument than would otherwise prevail under liquid market conditions. These large gaps may be reflected on the prices of the Derivative Product the Company offers.
vii. Off-exchange transactions in Derivative Financial Instruments:
CFDs offered by the Company are off-exchange transactions (i.e. over-the-counter). The trading conditions are set by us, subject to any obligations we have to provide best execution, to act reasonably and in accordance with our Client Agreement and our Execution Policy. Each CFD that the Client opens through our Trading Platform results in the entering of an Order
with the Company; such Orders can only be closed with the Company and are not transferable to any other person.
While some off-exchange markets are highly liquid, transactions in off-exchange or non-transferable derivatives may involve greater risk than investing in on-exchange derivatives because there is no exchange market on which to close out an Open Position. It may be impossible to liquidate an existing position, to assess the value of the position arising from an off-exchange transaction or to assess the exposure to risk. Prices need not be quoted, and, even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what a fair price is.
The Company is using an Online Trading System for transactions in CFDs which does not fall into the definition of a recognized exchange or Multilateral Trading Facility and so do not have the same protection.
viii. No Clearing House protection:
The Transactions in the Financial Instruments offered by the Company are not currently subject to exchange or clearing house requirements/obligations.
ix. No Delivery:
It is understood that the Client has no rights or obligations in respect to the Underlying Assets/Instruments relating to the CFDs he is trading. There is no delivery of the Underlying Asset.
x. Suspensions of Trading:
Under certain trading conditions it may be difficult or impossible to liquidate a position. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange trading is suspended or restricted. Placing a Stop Loss will not necessarily limit the Client’s losses to the intended amounts, because market conditions may make it impossible to execute such an Order at the stipulated price. In addition, under certain market conditions the execution of a Stop Loss Order may be worse than its stipulated price and the realized losses can be larger than expected.
xi. Slippage: Slippage is the difference between the expected price of a Transaction in a CFD, and the price the Transaction is actually executed at. Slippage often occurs during periods of higher volatility (for example due to news events) making an Order at a specific price impossible to execute and also when large Orders are executed when there may not be enough interest at the desired price level to maintain the expected price of trade.
11.2 INFORMATION ON RISKS SPECIFICALLY ASSOCIATED WITH CFDs:
CFDs available for trading with the Company are non-deliverable/transactions giving an opportunity to make profit on changes in the Underlying Asset (stocks, currencies, commodities, precious metals and any other asset according to the Company’s discretion from time to time). If the Underlying Asset movement is in the Client’s favor, the Client may achieve a good profit, but an equally small adverse market movement can not only quickly result in the loss of the Clients’ entire deposit but also any additional commissions and other expenses may be incurred. So, the Client must not enter into CFDs unless he is willing to undertake the risks of losing entirely all the money which he has invested and also any additional commissions and other expenses incurred.
Investing in CFDs carries risks and the Client should be aware of these risks. Transactions in CFDs may also have a contingent liability and the Client should be aware of the implications of this as set in point iv below.
i. Leverage and Gearing:
In order to place a CFD Order, the Client is required to maintain a margin. Margin is usually a relatively modest proportion of the overall contract value. This means that the Client will be trading using “leverage” or “gearing”. This means a relatively small market movement can lead to a proportionately much larger movement in the value of the Client’s position, and this can work either against the Client or for the Client.
At all times during which the Client opens trades, they must maintain enough equity, consider all running profits and losses, for meeting the margin requirements. If the market moves against the Client’s position and/or Margin requirements are increased, the Client may be called upon to deposit additional funds on short notice to maintain his position. Failing to comply with a request for a deposit of additional funds, may result in closure of his position(s) by the Company on his behalf.
It is important that you monitor your positions closely because the effect of leverage and gearing speed the occurrence of profits or losses. It is your responsibility to monitor your trades and while you have open trades you should always be in a position to do so.
The Client acknowledges and accepts that, regardless of any information which may be offered by the Company, the value of CFDs may fluctuate downwards or upwards and it is even probable that the investment may become of no value. This is owed to the margining system applicable to such trades, which generally involves a comparatively modest deposit or margin in terms of the overall contract value, so that a relatively small movement in the Underlying Market can have a disproportionately dramatic effect on the Client’s trade. If the Underlying Market movement is in the Client’s favor, the Client may achieve a good profit, but an equally small adverse market movement can not only quickly result in the loss of the Clients’ entire deposit but also expose the Client to a large additional loss.
The Company may change its Margin requirements, according to the provisions of the Client Agreement found on the Company’s website.
iii. Contingent Liability Investment Transactions:
Contingent liabilities are potential obligations that may be assumed by the Client depending on the outcome of an event that was beyond any person’s control and/or expectations. For example, in case whereby due to extreme volatility of the underlying instrument the Client has sustained losses that exceed his balance with the Company (i.e. he has generated a negative balance with the Company), the Client may be then called to pay an amount equal to these losses.
iv. Risk-reducing Orders or Strategies
The Company makes available certain Orders (e.g. “stop-loss” orders, where permitted under local law, or “stop-limit” Orders), which are intended to limit losses to certain amounts. Such Orders may not be adequate given that markets conditions make it impossible to execute such Orders, e.g. due to illiquidity in the market. We aim to deal with such Orders fairly and promptly but the time taken to fill the Order and level at which the Order is filled depends upon the underlying market. In fast-moving markets, a price for the level of your Order might not be available, or the market might move quickly and significantly away from the stop level before we fill it.
Strategies using combinations of positions, such as “spread” and “straddle” ‘positions may be as risky as taking simple “long” or “short” positions. Therefore, Stop Limit and Stop Loss Orders cannot guarantee the limit of loss.
v. Swap Values
If a Client holds any positions overnight then an applicable swap charge will apply. The swap values are clearly stated on the Company’s website and accepted by the Client during the account registration process as they are described in the Company’s Agreement.
The swap rate is mainly dependent on the level of interest rates as well as the Company’s fee for having an open position overnight. The Company has the discretion to change the level of the swap rate on each CFD at any given time and the Client acknowledges that he will be informed by the Company’s websites. The Client further acknowledges that he is responsible for reviewing the CFDs specifications located on the Company’s websites for being updated on the level of swap value prior to placing any order with the Company.
Advice and Recommendations
12.1. The Company will not advise the Client about the merits of a particular Transaction or give him any form of investment advice and the Client acknowledges that the Services do not include
the provision of investment advice in CFDs or the Underlying Assets and Markets. The Client alone will enter into Transactions and take relevant decisions based on his own judgement. In asking the Company to enter into any Transaction, the Client represents that he has been solely responsible for making his own independent appraisal and investigation into the risks of the Transaction. He represents that he has sufficient knowledge, market sophistication, professional advice and experience to make his own evaluation of the merits and risks of any Transaction. The Company gives no warranty as to the suitability of the products traded under this Agreement and assumes no fiduciary duty in its relations with the Client.
12.2. The Company will not be under any duty to provide the Client with any legal, tax or other advice relating to any Transaction. The Client should seek independent expert advice if he is in any doubt as to whether he may incur any tax liabilities. The Client is hereby warned that tax laws are subject to change from time to time.
12.3. The Company may, from time to time and at its discretion, provide the Client (or in newsletters which it may post on its Website or provide to subscribers via its Website or the Trading Platform or otherwise) with information, news, market commentary or other information but not as a service. Where it does so:
(a) the Company will not be responsible for such information;
(b) the Company gives no representation, warranty or guarantee as to the accuracy, correctness or completeness of such information or as to the tax or legal consequences of any related Transaction;
(c) this information is provided solely to enable the Client to make his own investment decisions and does not amount to investment advice or unsolicited financial promotions to the Client;
(d) if the document contains a restriction on the person or category of persons for whom that document is intended or to whom it is distributed, the Client agrees that he will not pass it on to any such person or category of persons;
(e) the Client accepts that prior to dispatch, the Company may have acted upon it itself to make use of the information on which it is based. The Company does not make representations as to the time of receipt by the Client and cannot guarantee that he will receive such information at the same time as other clients;
12.4. It is understood that market commentary, news, or other information provided or made available by the Company are subject to change and may be withdrawn at any time without notice.
No Guarantees of Profit
13.1. The Company provides no guarantees of profit nor of avoiding losses when trading in Financial Instruments. The Company cannot guarantee the future performance of the Client’s Trading Account, promise any specific level of performance or promise that Client’s investment
decisions, strategies, will be successful/profitable. Customer has received no such guarantees from the Company or from any of its representatives. Customer is aware of the risks inherent in trading in Financial Instruments and is financially able to bear such risks and withstand any losses incurred. The Client acknowledges and accepts that there may be other additional risks apart from those mentioned above.