Terms of Service - Horuz Markets

The Horuz Markets Terms of Business govern the contractual relationship between Horuz Markets (hereinafter referred to as "Horuz") and the client (including but not limited to the consequences of events of default). The Terms of Business sets out the basis on which transactions will take place and the obligations of both Horuz and the client when accessing and trading on the Trading Platforms. However, entering into the Terms of Business does not itself constitute a trade or in any way oblige you to enter into future transactions. This is always your decision. You must confirm via the Website that you accept the terms of the business before you can enter into transactions with us. Horuz's Terms of Business are incorporated by reference into this PDS and are available on our Website. A paper copy is available free of charge on Introduction.

These terms of business, together with the schedules and accompanying documents, as amended from time to time ("terms of business"), apply to retail and wholesale clients of Horuz. These Terms of Business set out the terms of the contract between you and us. These Terms of Business are legally binding and shall take effect and be deemed accepted when we receive your executed signature page to these Terms of Business. We will deal with you on an execution-only basis at all times. Please note that we shall not provide you with any advice on the merits of you entering into these Terms of Business or any Transaction. We shall not provide you with any tax advice on the same. You may wish to seek independent advice before entering into these Terms of Business and/or any Transaction. Clients are asked to confirm their acceptance of these terms and conditions by either signing the signature page of these Terms of Business online or enclosed.

General Information

In our dealings with you, we will act as principal and not as an agent on your behalf. Accordingly, we will be the counterparty to all of your trades. Unless we agree otherwise in writing, you will also deal with us as principal, not as an agent or representative of another person. If you act on behalf of a principal, whether or not you identify that principal to us, we will not accept that principal as a client unless we agree that such a person can act on your behalf. We will then be entitled to rely on any instructions given to us by the agent in relation to your Account. But, occasionally, we may require confirmation that the agent has the authority to act on your behalf.

Language of Communication

You may communicate with us in English. All Horuz standard documents will be available in English. If a document is translated into another language, this will be for information purposes only, and the English version will prevail.

Commencement

These Terms of Business replace any previous agreement between us on the same subject matter and become effective when you indicate your acceptance of these Terms on the webpage or by returning a signed hardcopy of the signature page of these Terms of Business. By completing and signing the signature page of these Terms of Business, you confirm that you have read, understood, and agree to be bound by these Terms of Business with us.

Duties and Responsibilities

We assume no greater responsibility or fiduciary duty than what is imposed by the Applicable Regulations or the explicit terms of these Terms of Business.

These Terms of Business and the Schedules

The clauses contained in these Terms of Business and its Schedules collectively constitute the Terms of Business. We may occasionally send you additional schedules regarding a specific Market or classes of Investments, which will also form part of the Terms of Business.

Charges and Payments

You will pay our charges as agreed upon with you from time to time, or we may deduct such charges from any funds held by us on your behalf. The charges are described in the Product Disclosure Statement.

Currency indemnity

If we receive or recover any amount in respect of an obligation of yours in a currency other than the one in which such amount was payable, whether pursuant to a court judgment or otherwise, you shall indemnify us and hold us harmless from any cost (including conversion costs) and loss suffered by us as a result of receiving such amount in a different currency.

If you direct Horuz Markets to enter into any Currency Transaction, any profit or loss arising from a fluctuation in the exchange rate affecting such Currency will be entirely for your account and risk. Horuz Markets is authorized to convert funds in your Account for Margin into and from such foreign currency at an exchange rate determined by Horuz Markets based on prevailing money market rates. In such circumstances, Horuz Markets will not be liable to you for any loss suffered as a result of such action (although Horuz Markets will make reasonable efforts to convert only the funds necessary to cover the position related to the relevant transaction).

Payments and deliveries net

Unless we provide you with written notice to the contrary, all payments and deliveries between us shall be made on a net basis. We are not obligated to deliver or make payment to you (or both) until we have received the appropriate documents or cleared funds from you.

Remuneration and sharing charges

We may receive remuneration from, or share charges with, an Affiliate or other third party in connection with Transactions carried out on your behalf.

Taxes

You are responsible for all taxes (Australian or foreign) that may arise in relation to a transaction, whether under current or changed law or practice. We shall have no responsibility for any of your tax liabilities or for providing information or advice regarding such liabilities, and we shall not be responsible for notifying you of changes in tax law or practice. In the event that we become liable to pay any tax on your behalf arising from or incidental to transactions executed by you with us, you shall reimburse us in full for the amount of such tax paid by us upon demand.

Our Relationship with You

Material interests: We would like to draw your attention to the fact that when we deal with you or for you, we or an Affiliate or another person connected with us may have a material interest, relationship, or arrangement. Such interests could include, but are not limited to:

Dealing in the investment, a related investment, or an asset underlying the investment as principal for our (or its) own account or on behalf of someone else. This could involve selling to you or buying from you and also dealing with or using the services of an intermediate broker or other agents who may be an Affiliate.
Matching your transaction with that of another customer by acting on their behalf as well as yours.
Buying from you and immediately selling to another customer, or vice versa.
Holding a position (including a short position) in the investment, a related investment, or the asset underlying the investment.
Quoting prices to the market in the investment, a related investment, or the asset underlying the investment.
Advising and providing other services to Affiliates or other customers who may have conflicting interests in investments or underlying assets with your own.

You acknowledge that we and our Affiliates may have interests that conflict with your interests and may owe duties that conflict with duties that would otherwise be owed to you. You consent to our acting in any manner that we consider appropriate in such cases, subject to Applicable Regulations.

No liability to disclose or account: We will comply with the Applicable Regulations that bind us. However, we have no further duty to disclose any interest to you, including any benefit, profit, commission, or other remuneration made or received by reason of any transaction or matching transaction.

Information Barriers: We have arrangements in place to restrict our employees' access to information relating to areas of our business (and that of our Affiliates) and the affairs of clients with whom they are not directly concerned. Therefore, we are not obligated to disclose or make use of any information that belongs to or is confidential to another client, us, or any Affiliate. We may be unable to advise or deal with you in relation to particular investments without disclosing the reason for this.

Market abuse: By entering into any transaction, you represent and warrant that you will act in accordance with the Act and any Applicable Regulations.

Account Opening

An account must be opened before entering into any transaction with Horuz Markets. No orders can be placed until an account has been opened and cleared funds received. However, if Horuz Markets permits you to place an order despite the account not being opened or cleared funds received, your liability to Horuz Markets pursuant to these Terms of Business in respect of the placed order will not be limited.

Horuz Markets may, at its absolute discretion, refuse to accept you as a client for any reason. However, we will promptly notify you of any such refusal without providing reasons.

To assess your creditworthiness, manage credit risk, and prevent fraud or other criminal activity, you acknowledge and agree that we may:

Conduct periodic searches and inquiries about you and any related party at credit reference agencies and, if applicable, your employers.
Disclose information to organizations

Your Cash Balance

Upon every deposit, we will require our traders to send us the following documents within ten business days in order to validate your account:

A photocopy of your valid passport, driver's license, or national identification card.
A utility bill or bank statement from the last two months clearly shows your address.
A photocopy of the front of the credit card you used to make your deposit.

Please note that you will need to provide this information for every card you use to make a deposit.

Your cash balance will be credited from time to time with the amount of each margin payment and any other payment received by us from you as per these Terms of Business. It will be debited by the amount of each payment made by us to you upon your request and any realized losses payable.

You are responsible for reimbursing us for any costs or expenses, including legal costs, that we may incur to recover any required payment due to your failure to make payment within the stipulated period.

We reserve the right to convert money in your account from one currency to another at prevailing market rates, taking into account any applicable commissions or charges.

Payment:

We accept deposits from you via an approved credit card or wire transfer. No cash payments will be accepted. Payments may be denominated in United States Dollars (USD) or any other currency agreed upon in advance with us.

Withdrawals from your account can only be processed via wire transfer, unless otherwise agreed to by us in writing. Withdrawals will always be processed to the same source from which they originated. Transfers between accounts on the Forex platform are not permitted.

Payment Terms:

You agree to make payments due to us under these Terms of Business according to the following terms:

You are solely responsible for all electronic or telegraphic transfer fees or other bank fees related to your payment.
If any payment is not received by us on the due date, we are entitled to charge interest on the overdue amount at the Interest Rate from the due date until the actual payment date.
If you make a payment with an approved credit card and request that payment be returned to the credit card, we reserve the right to charge an administration fee (details of which are available in the Product Disclosure Statement).
You are obligated to fully indemnify us for all costs, charges, and expenses incurred in relation to any overdue payment, including referral fees, upon our demand.
Any payment made to us will be considered received only when we receive cleared funds.
It is your responsibility to ensure that payments made to us are correctly designated in all respects.

Payment Withheld:

If your Account statement shows a credit balance, you may request us to send you a check or effect payment by alternative means for the amount. However, we may, at our discretion, choose to withhold or deduct any requested payment (in whole or in part) owed to you if:

Open margined transactions on the Account show notional losses.
We reasonably believe that funds may be required to meet current or future margin requirements on open-margined transactions due to underlying market conditions.
You have any contingent liability to us or any of our affiliates with respect to any other account you have opened with them.
We reasonably determine that there is an unresolved dispute between us relating to these Terms of Business or any related contract.

Appropriateness

Prior to accepting any order, you are required to provide information about your investment knowledge and experience in the Account Opening Forms. Based on this information and in accordance with applicable rules, we will assess whether opening an account is appropriate for you. Please note that your borrowings or leverage will not be taken into account when assessing your investment risk appetite or capacity. It's important to be aware that leverage can significantly increase the risk of investments, especially when large positions are taken based on a small amount of initial margin, which is common in margined transactions.

If you are classified as a Wholesale Client, we will make certain assumptions about the appropriateness of the service provided, and we are entitled to assume that you have the necessary knowledge and experience in the relevant investment field. If you do not agree with this classification, you must inform us before the provision of the service and provide any available information regarding your knowledge and experience level. It is your responsibility to notify us in writing of any information that might reasonably indicate a change in this assessment.

Representations and Undertakings

Upon entering into these Terms of Business and each transaction, you represent and warrant the following:

For individuals, you are of sound mind, legal age, and legal competence.
Regardless of any subsequent determination, you are suitable to trade margined transactions and are aware of the risks involved.
You have all necessary authority, powers, consents, licenses, and authorizations to lawfully enter into and perform these Terms of Business and the transaction, as well as grant the security interests and powers mentioned.
Any changes to the details provided in your Account Opening Forms must be promptly communicated to us in writing.
The individuals entering into these Terms of Business and each transaction on your behalf have been duly authorized to do so.
These Terms of Business, each transaction, and the obligations arising from them are binding and enforceable according to their terms (subject to applicable principles of equity) and do not violate any regulations, orders, charges, or agreements that bind you.
Unless informed otherwise, you act as the principal and sole beneficial owner (not as a trustee) when entering into these Terms of Business and each transaction.
Any financial information or other details you provide or have provided to us are accurate and not materially misleading.
You are willing and financially able to withstand a total loss of funds resulting from transactions.
You have consistent and uninterrupted access to internet service and the email address provided in your Account Opening Forms.
Unless otherwise agreed, you are the sole beneficial owner of all margin transferred under these Terms of Business, free and clear of any security interest except for routine liens imposed on all securities held in a clearing system.

Events of Default

These representations and undertakings are made both at the start of these Terms of Business and for each transaction.

In the event that any of the following situations occur, it will be considered an "Event of Default":

You fail to fully and immediately comply with any obligation to make a payment or take delivery of any property as required under these Terms of Business.
We have reasonable grounds to believe that you have breached a material provision of these Terms of Business.
We believe it is necessary or desirable for our own protection, or if any action or event occurs that we believe might have a significant adverse effect on your ability to fulfill your obligations under these Terms of Business.
We believe it is necessary or desirable to prevent a violation of laws, regulations, the Act, or good market practices.
If you pass away, become of unsound mind, are unable to pay your debts as they become due, or are bankrupt or insolvent according to any applicable bankruptcy or insolvency law. It also applies if your indebtedness is not paid on the due date or becomes capable of being declared due and payable before the original due date, or if any legal proceedings are initiated against you.
You initiate a voluntary case or procedure seeking liquidation, reorganization, arrangement, composition, freeze, moratorium, or similar relief concerning your debts under bankruptcy, insolvency, regulatory, supervisory, or similar laws. It also applies if you take corporate action to authorize any of the aforementioned actions.
An involuntary case or procedure is initiated against you seeking the same relief as mentioned in (f) above.
You or any credit support provider (or any insolvency officer acting on your behalf) disaffirm, disclaim, or repudiate any obligation under these Terms of Business or any credit support document. A credit support document refers to any guarantee, hypothecation agreement, margin or security agreement, or any other document containing an obligation of a third party in favor of us supporting your obligations.
Any representation or warranty made by you under these Terms of Business or any credit support document is found to be untrue, false, or misleading in any material respect at the time it was made or given.
Any credit support provider fails to comply with or perform any agreement or obligation under the applicable credit support document.
Any credit support document expires or ceases to be in full force and effect before all your obligations under these Terms of Business are satisfied unless otherwise agreed in writing by us.
An Event of Default occurs under any other agreement between us.

Upon the occurrence of an Event of Default, we have the right to take the following actions:

Provide notice specifying a date for the termination of any outstanding transactions between us, except in the case of an Event of Default under subparagraphs (d) to (g) or (j) of clause 22.1, which automatically results in the termination of outstanding transactions.
Neither party will be obligated to make any further payments or deliveries under transactions that would have fallen due for performance after the termination of outstanding transactions.

We may exercise various rights without prior notice to you, including

Paying you the fair market value of investments in your account instead of returning the equivalent investments.
Selling your investments in our possession or the possession of any nominee or a third party appointed under these Terms of Business to cover any amount due.
Closing out, replacing, or reversing any transaction, buying, selling, borrowing, lending, or entering into any other transaction, or taking any other action at our sole discretion to cover, reduce, or eliminate our loss or liability.
Realizing or sub-pledging any securities or assets of yours held by us.
Calling any guarantee or indemnity provided by you or on your behalf.

Under the terms specified, we retain all our rights outlined in the clause related to Events of Default. Any delay on our part in exercising these rights does not result in a loss of those rights. However, we are not obligated to exercise any of these rights, and if we choose to do so, we are not required to do it in a manner or at a time that is beneficial to you. We have the discretion to close out transactions, either individually or collectively, as we see fit.

According to the clause mentioned, when exercising our right to close out a transaction, we have the discretion to determine the timing and pricing of the closure, either in whole or in part. The amounts payable for the transaction being closed out will become immediately due. If we exercise our right to realize any of your investments or assets held by us, we have the authority to sell them at the prevailing market price, as determined by us at our reasonable discretion. We can choose the time, place, and method of sale, and any associated costs will be borne by you.

In the event of an Event of Default, as specified in the clause, we may notify you in writing to settle all open transactions in accordance with the clause, with the settlement date being the date of the notice. After the settlement date, no further payments will be made for any open transactions, and each open transaction will be settled immediately by your payment of the settlement amount.

If you become aware of an event specified in clause 22.1 (related to Events of Default), you are required to notify us promptly. Following any of the events specified in clause 22.1, we are entitled to set off any payment obligations between us and any affiliate, and any obligations will be satisfied through the net settlement of amounts due for all outstanding terminated transactions.

For each outstanding terminated transaction, we will determine the total cost, loss, or gain, including any loss of bargain, cost of funding, or other related factors resulting from the termination. The net amount due from you to us or from us to you, as determined by us, will be immediately payable upon calculation.

During the continuation of an Event of Default, we are not obligated to make any scheduled payments or deliveries under a transaction or these Terms of Business.

Termination

According to the terms mentioned, you have the right to terminate these Terms of Business by providing written notice to us. We also have the right to terminate these Terms of Business by giving you ten (10) Business Days' notice, except in the following circumstances:

You fail to comply with any provision of these Terms of Business.
An Event of Default occurs.
You have no open Transactions in your Account at the time the termination notice is sent.

Upon the termination of these Terms of Business, we may, without notice, close out any of your open Transactions at the closing price at the end of the day. Termination does not affect any accrued rights and remedies, and any open Transaction will continue until closed in accordance with these Terms of Business unless otherwise specified.

Upon terminating these Terms of Business, all amounts owed by you to us become immediately due and payable. This includes, but is not limited to:

Outstanding fees, charges, and commissions.
Dealing expenses incurred in terminating these Terms of Business.
Losses and expenses incurred in closing out any Transactions or settling outstanding obligations on your behalf.

Please note that these terms are subject to the specific provisions and agreements outlined in the entire document.

Arbitrage

According to the mentioned terms, Horuz Markets does not permit the practice of arbitrage on its online facility. Arbitrage refers to taking advantage of price differences between different markets or platforms. Transactions that rely on price latency arbitrage opportunities may be revoked without prior notice. Horuz Markets reserves the right to make necessary corrections or adjustments to the involved account without prior notice.

In case of any dispute arising from quoting or execution errors, Horuz Markets will have the sole and absolute discretion to resolve the matter. Horuz Markets is not obligated to contact you regarding appropriate actions based on market conditions or other factors.

You agree to indemnify and hold Horuz Markets, its Affiliates, directors, officers, employees, and agents harmless from any liabilities, losses, damages, costs, and expenses, including legal fees incurred in connection with the services provided under these Terms of Business, except in cases of gross negligence, fraud, or willful default on the part of Horuz Markets.

It's important to note that the specific terms and conditions outlined in the complete agreement should be carefully reviewed to understand the full scope of Horuz Markets' policies and responsibilities.

Exclusions, Limitations, and Indemnity

The Terms of Business state that Horuz Markets acknowledges its duty and liability to you under the applicable laws and that nothing in the agreement shall exclude or limit such obligations. However, there are certain exclusions and limitations to Horuz Markets' liability as follows:

General Exclusion: Horuz Markets, including its directors, officers, employees, or agents, shall not be held liable for any losses, damages, costs, or expenses incurred by you under these Terms of Business unless such losses directly result from their gross negligence, willful default, or fraud. This exclusion encompasses various types of losses, including direct, indirect, incidental, punitive, or consequential losses, such as loss of profits, data, use of the Horuz Online Facility, business interruption, substitute service costs, or downtime expenses.

Special Damages: Horuz Markets shall not be liable for any special damages, including loss of profits, goodwill, reputation, or business opportunity, arising from or related to these Terms of Business, unless otherwise required by law.

Trading Losses: Horuz Markets explicitly states that it assumes no liability or responsibility for any losses, costs, or expenses incurred as a result of placing orders or executing transactions with them.

Tax Implications: Horuz Markets does not accept liability for any adverse tax implications that may arise from any transaction conducted through their services.

Changes in the Market: Horuz Markets does not assume liability for any delays or changes in market conditions that may occur prior to the execution of a specific transaction.

It is important to note that these Terms of Business do not limit Horuz Markets' liability in cases of death or personal injury resulting from negligence.

Please bear in mind that a comprehensive understanding of Horuz Markets' exclusions, limitations, and indemnity provisions requires a thorough review of the complete agreement and its specific terms and conditions.

Internet Failures

Considering that Horuz Markets has no control over signal power, its reception or routing via the Internet, the configuration of your equipment, or the reliability of its connection, Horuz Markets cannot be held liable for any communication failures, distortions, or delays that may occur while utilizing the Horuz Markets online trading platform(s).

Amendments:

Horuz Markets reserves the right to modify the terms and conditions of these Terms of Business by posting such changes on the Horuz Markets website and in accordance with the applicable legislation. It is your responsibility to regularly review these Terms of Business for any amendments and consent to be bound by them. Amendments to these Terms of Business cannot be made unless they are in writing and duly signed by an authorized officer of Horuz Markets. Any amendments made will not affect any outstanding orders or transactions unless otherwise agreed. If you do not wish to accept any amendment made by Horuz Markets to these Terms of Business, you have the option to provide notice to us and close your open margin transactions and account in accordance with these Terms of Business.

Rights and Remedies:

The rights and remedies provided under these Terms of Business are cumulative and not exclusive of those provided by law. Horuz Markets is not obligated to exercise any right or remedy, either in its entirety or partially, and is not obligated to do so in a manner or at a time that may be advantageous to you. The failure by Horuz Markets to exercise any of its rights under these Terms of Business, including any transaction, or any delay in doing so, shall not be construed as a waiver of those rights or any other rights or remedies. The exercise of a partial or single right or remedy shall not prevent the further exercise of that right or remedy or the exercise of any other right or remedy.

Set-off:

Without prejudice to any other rights that may be held by Horuz Markets, it retains the right to set off any amount (whether actual or contingent, present or future) owed between you and Horuz Markets at any time and without prior notice.

Partial Invalidity:

If any provision of these Terms of Business becomes illegal, invalid, or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the legality, validity, or enforceability of the remaining provisions of these Terms of Business or of that provision under the law of any other jurisdiction.

Entire Agreement:

These Terms of Business, along with any referenced agreements and attached schedules, constitute the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous oral or written communications, proposals, agreements, and representations.

Waiver:

Horuz Markets reserves the right to waive or relax any provision of these Terms of Business without prior notice to you. The failure or delay by Horuz Markets in exercising or relaxing any provision of these Terms of Business shall not be considered a general waiver of that provision, nor of any other term, condition, right, or power. Furthermore, the exercise of any term, condition, right, or power in part or in a single instance shall not preclude the subsequent exercise of that provision or the exercise of any other right or remedy available to Horuz Markets against you. This includes situations where these Terms of Business specify limits or parameters for your trading activities or margin requirements. Horuz Markets may, at its discretion and with or without notice to you, allow you to exceed such limits or parameters.

Recording of Calls:

To ensure accurate and prompt recording of the material terms of a transaction and any other significant information related to it, we may record telephone conversations without the use of a warning tone. These recordings will be our exclusive property and accepted by you as evidence of the orders or instructions given.

Electronic Communications:

Subject to applicable regulations, any communications between us using electronic signatures shall be binding as if they were in writing. By agreeing to these Terms of Business, you provide your consent to receive communications by electronic means, which, in the absence of your consent, would typically be delivered using a durable medium as required by applicable regulations. Orders or instructions conveyed through electronic means will serve as evidence of the orders or instructions given. You acknowledge that account information and trade confirmations will be made available to you on the Horuz Markets Online Facility instead of being delivered via mail or email. You can access this information using your Access Code. Updated information will be accessible within twenty-four hours of any account activity, unless a Force Majeure Event or service interruption occurs. If you no longer wish to communicate in this manner, you must revoke your consent in writing. If you prefer not to communicate via electronic means at all, you must inform us of your preference prior to signing the signature page of these Terms of Business.

Our Records:

Our records, unless proven to be incorrect, will serve as evidence of your interactions with us regarding our services. You agree not to object to the admission of our records as evidence in any legal proceedings merely because they are not original documents, are not in writing, or are computer-generated documents. While records may be made available to you upon request at our discretion, you are responsible for meeting your own record-keeping obligations.

Your Records:

In accordance with applicable regulations, you agree to maintain sufficient records to demonstrate the nature and timing of the orders you submit.

Third-Party Rights:

The parties involved in these Terms of Business do not intend for any provision of these Terms of Business to be enforceable by any person who is not a party to these Terms of Business.

Cooperation for Proceedings:

If any action or proceeding is initiated by or against us concerning these Terms of Business or arising from any act or omission required or permitted under these Terms of Business, you agree to cooperate with us to the fullest extent possible in the defense or prosecution of such action or proceeding.

Governing Law:

A transaction subject to the rules of a market shall be governed by the applicable law specified in those rules.

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