(3.) Governmental, Counterparty Institution and Inter-banking System Rules:
All transactions under this Agreement shall be subject to the constitution, by-laws, rules, regulations, customs, usage, rulings and interpretations of the counterparty institution or other interbank market (and its clearing organization, if any) where executed and to all applicable laws and regulations. If any statute shall hereafter be enacted or any rule or regulation shall hereafter be adopted by any governmental authority, or a contract market or clearing organization which shall be binding upon IBR-Global Markets Ltd and shall affect in any manner or be inconsistent with any of the provisions hereof, the affected provisions of this Agreement shall be deemed modified or superseded, as the case may be by the applicable provisions of such statute, rule or regulation, and all other provisions of this Agreement and provisions so modified shall in all respects continue in full force and effect. Investor acknowledges that all transactions under this Agreement are subject to the aforementioned regulatory requirements and Investor shall not thereby be given any independent legal or contractual rights with respect to such requirements.
3.1. Collateral Terms: All funds, securities, currencies, and other property of Investor which IBR-Global Markets Ltd or its affiliates may at any time be carrying for Investor or which may at any time be in its possession or control or carried on its books for any purpose, including safekeeping, are to be held by IBR-Global Markets Ltd as security and subject to a general lien and right of set-off for liabilities of Investor to IBR-Global Markets Ltd whether or not IBR-Global Markets Ltd has made advances in connection with such securities, commodities, currencies or other property, and irrespective of the number of accounts Investor may have with IBR-Global Markets Ltd.
IBR-Global Markets Ltd may in its discretion, at any time and from time to time, without notice to Investor, apply and / or transfer any or all funds or other property of Investor between any of Investor’s accounts. Investor hereby also grants to IBR-Global Markets Ltd the right to pledge, re-pledge, hypothecate, invest or loan, either separately or with the property of other Investors, to itself as broker or to others, any securities or other property of Investor held by IBR-Global Markets Ltd as margin or security. IBR-Global Markets Ltd shall at no time be required to deliver to Investor the identical property delivered to or purchased IBR-Global Markets Ltd for any account of Investor.
This authorization shall apply to all accounts carried by IBR-Global Markets Ltd for Investor and shall remain in full force until all accounts are fully paid for by Investor or notice of revocation is sent by IBR-Global Markets Ltd from its home office.
3.2. Charges: Investor shall pay such brokerage, commission and special service and all other charges (including, without limitation, markups and markdowns, statement charges, idle account charges, order cancellation charges, account transfer charges or other charges), fees (including, without limitation, fees charged by banks or by other financial institutions, fees imposed by any interbank agency, bank, contract markets or other regulatory or self-regulatory organizations) arising out of IBR-Global Markets Ltd providing services hereunder IBR-Global Markets Ltd may change its commission, charges, and / or fees without notice. Investor agrees to be liable to IBR-Global Markets Ltd for interest on amounts due from Investor IBR-Global Markets Ltd at an interest rate equal to three (3) percentage points above the then prevailing prime rate at IBR-Global Markets Ltd principal bank or the maximum interest rate allowed by law, whichever is lower. All such charges shall be paid by Investor as they are incurred, or as IBR-Global Markets Ltd in its sole and absolute discretion, may determine, and Investor hereby authorizes IBR-Global Markets Ltd to withdraw the amount of any such charges from Investor’s accounts(s). IBR-Global Markets Ltd and Investor agree and confirm that all prices quoted to Investor are not inclusive of markups and markdowns.
3.3. Price Differences: Investor acknowledges that over-the-counter business is not traded on an organized exchange and therefore does not require open-outcry. Even though quotations or prices are afforded by many computer-based component systems, the quotations and prices may vary due to various reasons, including without limitation to spread sizes, markups and markdowns, commissions, fees, delays in transmission and market liquidity.
3.4. Internet Failures: Since IBR-Global Markets Ltd does not control signal power, its reception or routing via Internet, configuration of your equipment or reliability of its connection, we cannot be responsible for communication failures, distortions or delays when trading on-line (via Internet).
3.5. Conflicts of Interest: Investor acknowledges that IBR-Global Markets Ltd and / or its subsidiaries, officers, directors, affiliates, associates, stockholders or representatives may have positions in or may intend to buy or sell financial instruments, which are offered to Investor by IBR-Global Markets Ltd or through IBR-Global Markets Ltd, or which are subject of market recommendations furnished to Investor, and that the market positions of IBR-Global Markets Ltd or any such subsidiary, officer, director, affiliate, associate, stockholder or representative may be opposing to the positions of Investor, and may not be consistent with the recommendations furnished to Investor by IBR-Global Markets Ltd.
3.6. Taxation: Investors acknowledges that IBR-Global Markets Ltd makes no representations concerning the tax implications or treatment of any financial instrument or contract traded by IBR-Global Markets Ltd or through IBR-Global Markets Ltd. Investor acknowledges and agrees that tax obligations of Investor are Investor’s sole responsibility and IBR-Global Markets Ltd does not provide any advice, recommendation or information on tax obligations of Investor.
3.7. International Clientele and Jurisdiction: In light of IBR-Global Markets Ltd offering financial investments and other products and services (“Offerings”) to international clientele subject to an enormous number of local, state and federal laws in many countries around the world, Investor acknowledges and agrees that it is Investor’s responsibility to check with Investor’s local, state and federal government, if IBR-Global Markets Ltd and the Offerings and use or purchase of the Offerings are in accordance with all the relevant local, state and federal laws (“Relevant Laws”).
If IBR-Global Markets Ltd or the Offerings or use or purchase of the Offerings are not in accordance with the Relevant Laws, it is Investor’s obligation to immediately stop using and purchasing Offerings, cancel all active investments. Investor agrees to indemnify and hold IBR-Global Markets Ltd harmless from all damages or liability resulting from Investor’s failure to comply with provisions referred to herein.
(4.) Referring Affiliates
4.1. No Supervision or Liability: IBR-Global Markets Ltd does not supervise the activities of referring and introducing agents and affiliates (hereinafter referred to as “Introducing Agent” or “Referring Affiliate” or “Referring Agent”) and assumes no liability for any representations made by Referring Agent. IBR-Global Markets Ltd and Referring Agent are wholly separate and independent from one another. The agreement between IBR-Global Markets Ltd and Referring Agent does not establish a joint venture or partnership and Referring Agent is not an agent or employee of IBR-Global Markets Ltd.
4.2. Third Party Trading Advice: IBR-Global Markets Ltd does not control, and cannot endorse or vouch for the accuracy or completeness of any information or advice Investor may have received or may receive in the future from Referring Agent or from any other person not employed by IBR-Global Markets Ltd regarding portfolio management offered IBR-Global Markets Ltd or the risks involved in such trading.
4.3. Integral Risk Disclosure: IBR-Global Markets Ltd provides risk disclosure information on the website to all new Investors when they link their accounts. Investors should read that information carefully, and should not rely on any information to the contrary from any other source.
4.4. No Promises Regarding Profits: Investor acknowledges that no promises have been made by IBR-Global Markets Ltd or any individual associated with IBR-Global Markets Ltd regarding future profits or losses in Investor’s account. Investor understands that trading is very risky, and that many people lose money trading.
4.5. No Responsibility for Trading Advice: If Referring IBR-Global Markets Ltd or any other third party provides Investor with information or advice regarding portfolio management offered by IBR-Global Markets Ltd, IBR-Global Markets Ltd shall in no way be responsible for any loss to Client resulting from Investor’s use of such information or advice.
4.6. Trading Systems and Courses: To the extent Investor has previously been led to believe or believes that utilizing any third party trading system, course, program, research or recommendations provided by Referring Agent or any other third party will result in trading profits, Investor hereby acknowledges, agrees and understands that all trading, including trading done pursuant to a system, course, program, research or recommendations of Referring Agent or another third party involves a substantial risk of loss.
In addition, Investor hereby acknowledges, agrees and understands that the use of a trading system, course, program, research or recommendations of Referring Agent or another third party will not necessarily result in profits, avoid losses or limit losses
4.7. Non-Regulated Third Parties: Investor understands that Referring Agent and many third party vendors of trading systems; courses, programs; research or recommendations are not regulated by a government agency.
4.8. Compensation for Referring: Investor understands and acknowledges that IBR-Global Markets Ltd may compensate Referring Agent for introducing Investor to IBR-Global Markets Ltd and that such compensation may be on a per-investment basis or other basis. Such compensation to the Referring Agent may require the Investor to incur a markup, above and beyond the ordinary spread generally provided by IBR-Global Markets Ltd. Further, the Investor has a right to be informed of the precise nature of such remuneration.
4.9. Limited Referral Data Access: Investor understands and agrees that if Investor’s account with IBR-Global Markets Ltd is introduced by Referring Agent, that Referring Agent shall have a limited access, determined in IBR-Global Markets Ltd sole discretion, to data in IBR-Global Markets Ltd account, but the Referring Agent shall not have the right to enter into any trades on Investor’s account with IBR-Global Markets Ltd.
(5.) General Provisions
5.1. Risk Acknowledgment: Investor acknowledges that investments in leveraged and non-leveraged transactions are speculative, involve a high degree of risk, and are appropriate only for persons who can assume risk of loss in excess of their principal investment and margin deposit. Investor warrants that Investor is willing and able, financially and otherwise, to assume the risk of trading in portfolio management offered by IBR-Global Markets Ltd, and in consideration of IBR-Global Markets Ltd trading Investors account(s), Investor agrees not to hold IBR-Global Markets Ltd responsible for losses incurred through following its trading recommendations or suggestions or those of its employees, agents or representatives. Investor recognizes that guarantees of profit or freedom from loss are impossible of performance in trading.
Investor acknowledges that Investor has received no such guarantees from IBR-Global Markets Ltd or from any of its representatives or any Introducing Agent or other entity with whom Investor is conducting his / her account and has not entered into this agreement in consideration of or in reliance upon any such guarantees or similar representations. Investor acknowledges that he / she has been advised and understands the risk factors described in this agreement and in the Risk Disclosure statement which has been provided to Investor.
5.2. Communications: Reports, statements, notices and any other communications may be transmitted to such address as Investor may from time to time designate in writing to IBR-Global Markets Ltd. All communications so sent, whether by mail, electronic mail, telegraph messenger or otherwise, shall be deemed transmitted by IBR -Global Markets Ltd when electronically submitted or deposited in the mail, or when received by a transmitting agent, and deemed delivered to Investor personally, whether actually received by Investor or not.
5.3. IBR-Global Markets Ltd Responsibilities: IBR-Global Markets Ltd will not be responsible for delays in the transmission of orders due to a breakdown or failure of transmission or communication facilities, electrical power outage or for any other cause beyond IBR-Global Markets Ltd control or anticipation.
IBR-Global Markets Ltd shall only be liable for its actions directly attributable to negligence, willful default or fraud on the part of IBR-Global Markets Ltd. IBR-Global Markets Ltd shall not be liable for losses arising from the default of any agent or any other party used by IBR-Global Markets Ltd under this agreement.
5.4. Consent to Electronic Transmission: Investor hereby consents to have Investor’s account information and trade confirmations available on the Internet in lieu of having such information delivered to Investor via mail or e-mail. Investor will be able to access account information via their broker’s website using Investor’s account login information to access the account. IBR-Global Markets Ltd will post Investor’s account activity and Client will be able to generate daily, monthly and yearly reports of account activity as well as a report of each executed trade. Updated account information will be available no more than twenty-four (24) hours after any activity takes place on Investor’s account.
IBR-Global Markets Ltd may show a portion of trading activity in an aggregated form in order to optimize system performance, in which case Investor will receive e-mail delivery of records of all trading through his brokerage firm. Posting of account information online will be deemed delivery of confirmation and account statements. Account information will include trade confirmations with trade identifiers, purchase and sale rates, margin information if applicable, statements of profits and losses, as well as current open or pending positions.
5.5. Statements and Confirmation: Reports of the confirmation of orders and statements of accounts for Investor shall be deemed correct and shall be conclusive and binding upon Investor if not objected to immediately upon receipt and confirmed in writing within (1) day after transmittal to Investor by mail or otherwise through his/her broker.
Margin calls shall be conclusive and binding unless objected to immediately in writing. In lieu of sending trade confirmation via postal mail, IBR-Global Markets Ltd will provide Investor Internet access to view all portfolios account statements at any time online through the company website. Written objections on Investor’s part shall be directed to IBR-Global Markets Ltd at its home office located at the most recent address as indicated on the IBR-Global Markets Ltd website, and shall be deemed received only if actually delivered or mailed by registered mail, return receipt requested.
Failure to object shall be deemed ratification of all actions taken by IBR-Global Markets Ltd or IBR-Global Markets Ltd agents prior to Investor’s receipt of said reports. Investor’s failure to receive a trade confirmation shall not relieve Investor of the obligation to object as set out herein.
5.6. Privacy Policy: IBR-Global Markets Ltd is committed to safeguarding the personal information that Investor provides to us. Investor can read the detailed description of IBR-Global Markets Ltd Privacy Policy located at the IBR-Global Markets Ltd website.
5.7. Investor Representations and Warranties: Investor represents and warrants that: (a) Investor is of sound mind, legal age and legal competence; and, (b) No person other than Investor has or will have an interest in Investor’s account(s); and, (c) Investor hereby warrants that regardless of any subsequent determination to the contrary, Investor is suitable to invest in portfolio management offered by IBR-Global Markets Ltd and is a sophisticated institution and / or market participant; and, (d) Investor is not now an employee of any exchange, any corporation in which any exchange owns a majority of the capital stock, any member of any exchange and / or firm registered on any exchange, or any bank, trust, or insurance company that operates the same portfolio management as those offered by IBR-Global Markets Ltd, and in the event that Investor becomes so employed, Investor will promptly contact IBR-Global Markets Ltd at its home office in writing of such employment; and, (e) All the information provided by the Investor, in the portfolio management and identification process on IBR-Global Markets Ltd website, is true, correct and complete as of the date hereof and Investor will notify IBR-Global Markets Ltd promptly of any changes in such information; and (f) If Investor is a legal person (“Organization”), then the natural person executing this Agreement represents and warrants that he or she has all the necessary authorizations from the Organization to enter into this Agreement and to invest on Organization’s behalf.
5.9. Disclosure of Financial Information: The Investor represents and warrants that the Investor has very carefully considered the portion of the Investor’s assets which the Investor considers to be Risk Capital. The Investor recognizes that Risk Capital is the amount of money the Investor is willing to put at risk and if lost would not, in any way, change Investor’s lifestyle. The Investor agrees to immediately inform IBR-Global Markets Ltd if the Investor’s financial condition changes in such a way to reduce the Investor’s Risk Capital.
5.10. No Guarantees: Investor acknowledges that Investor has no separate agreement with Investor’s broker or any IBR-Global Markets Ltd employee or agent regarding the trading in Investor’s managed account with IBR-Global Markets Ltd, including any agreement to guarantee profits or limit losses in Investor’s account. Investor understands that Investor is under an obligation to notify IBR-Global Markets Ltd Compliance Officer immediately in writing as to any agreement of this type.
Further, Investor understands that any representations made by anyone concerning Investor’s account that differ from any statements Investor receives from IBR-Global Markets Ltd must be brought to the attention of IBR-Global Markets Ltd Compliance Officer immediately in writing, and any disputed transactions must be brought to the attention of IBR-Global Markets Ltd Compliance Officer pursuant to the notice requirements of this agreement. Investor agrees to indemnify and hold IBR-Global Markets Ltd harmless from all damages or liability resulting from Investor’s failure to immediately notify IBR-Global Markets Ltd Compliance Officer of any of the occurrences referred to herein. All notices required under this section shall be sent to IBR-Global Markets Ltd at its home office.
5.11. No Waiver or Amendment: No provision of this Agreement may be waived or amended unless the waiver or amendment is in writing and signed by both Investor and an authorized officer of IBR-Global Markets Ltd. No waiver or amendment of this Agreement may be implied from any course of dealing between the parties or from any failure by IBR-Global Markets Ltd or its agents to assert its rights under this Agreement on any occasion or series of occasions. No oral agreements or instructions to the contrary shall be recognized or enforceable.
This instrument and the attachments hereto embody the entire agreement of the parties, superseding any and all prior written and oral agreements and there are no other terms, conditions or obligations other than those contained herein.
5.12. Severability: If any provisions hereof are deemed to be illegal or unenforceable by a court of competent jurisdiction, the enforceability or effectiveness of the remainder of the Agreement shall not be affected and this Agreement shall be enforceable without reference to the unenforceable provision.
5.13. Governing Law and Jurisdiction: This Agreement, the rights and obligations of the parties hereto, and any judicial or administrative action or proceeding arising directly or indirectly hereunder or in connection with the transactions contemplated hereby, whether brought by Investor or IBR-Global Markets Ltd, shall be governed by, construed and enforced in all respects by the laws of the Federal Republic of Nigeria. The Federal Republic of Nigeria is jurisdiction where IBR-Global Markets Ltd is incorporated.
5.14. Binding Effect: This Agreement shall be continuous and shall cover, individually and collectively, all accounts of Investor at any time invested or reinvested with IBR-Global Markets Ltd irrespective of any change or changes at any time in the personnel of IBR-Global Markets Ltd or its successors, assigns, or affiliates.
This Agreement including all authorizations, shall inure to the benefit of IBR-Global Markets Ltd and its successors and assigns, whether by merger, consolidation or otherwise, and shall be binding upon Investor and / or the estate, executor, trustees, administrators, legal representatives, successors and assigns of Investor.
Investor hereby ratifies all investments with IBR-Global Markets Ltd affected prior to the date of this Agreement, and agrees that the rights and obligations of Investor in respect thereto shall be governed by the terms of this Agreement.
5.15. Termination: This Agreement shall continue in effect until termination, and may be terminated by Investor at any time when Investor has no open investment(s) and no liabilities held by or owed to IBR-Global Markets Ltd upon the actual receipt by IBR-Global Markets Ltd at its home office of written notice of termination, or at any time whatsoever by IBR-Global Markets Ltd upon the transmittal of written notice of termination to Investor; provided, that such termination shall not affect any transactions previously entered into and shall not relieve either party of any obligations set out in this agreement nor shall it relieve investor of any obligations arising out of any deficit balance.
5.16. Indemnification: Investor agrees to indemnify and hold IBR-Global Markets Ltd, its affiliates, employees, consultants, agents, successors and assigns harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney’s fees, incurred by IBR-Global Markets Ltd arising out of Investor’s failure to fully and timely perform Investor’s agreements herein or should any of the representations and warranties fail to be true and correct. Investor also agrees to pay promptly to IBR-Global Markets Ltd all damages, costs and expenses, including attorney’s fees, incurred by IBR-Global Markets Ltd in the enforcement of any of the provisions of this Agreement and any other agreements between IBR-Global Markets Ltd and Investor.
5.17. Terms and Headings: The term ” IBR-Global Markets Ltd ” shall be deemed to include IBR-Global Markets Ltd, its divisions, its successors and assigns; the term “home office” is office of IBR-Global Markets Ltd, accessible through IBR-Global Markets Ltd website located at https://www.ibrglobalmarkets.com, and through contact information on IBR-Global Markets Ltd website, and through the mailing address specified on IBR-Global Markets Ltd website; the term “Investor” shall mean the party executing the Agreement; and the term “Agreement” shall include all other agreements and authorizations executed by Investor in connection with the maintenance of Investor’s account with IBR-Global Markets Ltd regardless of when executed. The paragraph and segment headings in this Agreement are inserted for convenience of reference only and are not deemed to limit the applicability or affect the meaning of any of its provisions.
5.18. Acceptance: This Agreement shall not be deemed to be accepted by IBR-Global Markets Ltd nor become a binding contract between Investor and IBR-Global Markets Ltd until approved by IBR-Global Markets Ltd home office.
5.19. Consent to Jurisdiction and Venue: In order to induce IBR-Global Markets Ltd to accept this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor hereby agrees to the following: (a) Any judicial or administrative action or proceeding arising directly or indirectly hereunder or in connection with the investments contemplated hereby, shall be held, within geographical location IBR-Global Markets Ltd chooses, in its sole discretion.
Investor consents and submits to, and waives any and all objections Investor may have to such venue, and further agrees to waive and forego any right Investor may have to transfer or change the venue of any action or proceeding encompassed hereby; and, (b) Investor consents and submits to the jurisdiction of any local, state, federal or international court located within the geographical location IBR-Global Markets Ltd chooses, in its sole discretion, in any action or proceeding arising directly or indirectly hereunder or in connection with the transaction hereby, whether brought by Investor or IBR-Global Markets Ltd.
5.20. Recordings: Investor agrees and acknowledges that all communications and conversations regarding Investor’s account(s) between Investor and IBR-Global Markets Ltd personnel may be electronically recorded with or without the use of an automatic tone-warning device. Investor further agrees to the use of such recordings and transcripts thereof as evidence by either party in connection with any dispute or proceeding that may arise involving Investor or IBR-Global Markets Ltd.
Investor understands that IBR-Global Markets Ltd destroys such recordings at regular intervals in accordance with IBR-Global Markets Ltd established business procedures and Investor hereby consents to such destruction.
5.21. Modifications to the Agreement: IBR-Global Markets Ltd reserves the right to change and / or modify any and all terms of this Agreement from time to time, and at any time, with or without notice to Investor, by posting such changes on the IBR-Global Markets Ltd website. Investor is responsible for regularly reviewing these terms and conditions for any modifications and agrees to be bound by the same.
