General Terms Of Business

1. Introduction

1.1 General Information

• Name and Address.Tradenext Limited (“Tradenext”, “We”, “Our” or “Us”) is a Contract for Differences (“CFD”), Financial (“FSB”) and Foreign Exchange (“Forex”) broker authorised and regulated by the Financial Conduct Authority (“FCA”) under firm reference number 573464. Tradenext’s registered office address is Lower Ground, 3 Copthall Avenue, London, EC2R 7BH.

The address of the FCA is 25 The North Colonnade, Canary Wharf, London, E14 5HS.

Tradecrowd Technology Ltd is an Appointed Representative of Tradenext Limited under firm reference number 607527. Tradecrowd’s registered office address is 9th floor, 107 Cheapside, London, EC2V 6DN.

• Communications. You can communicate with Us via the above address and We will notify you if that address changes. You can also communicate via:

—Our Trading Platform;

—email using the email address displayed on Our Website;

—Our telephone or fax numbers. The current numbers are displayed on the Website.

• Language. The language of communication between us is English. This covers all communication, documents and provision of other information.

• Means of Communication. The method of communication between us will vary depending on the subject matter:

—in relation to trades and Orders, communication should primarily be via Our Trading Platform. If you cannot contact Us via the Trading Platform you can contact Us by telephone, but please note that for trading the primary means is via Our Trading Platform;

—for all other matters, We can each communicate with the other via any of the methods referred to in the second bullet point of this clause 1.1.

You specifically consent to Us communicating with you via electronic communications, such as via email or Our Website.

• Reporting to you. Clause 16 sets out details of the nature, frequency and timing of the reports to be provided by Us to you.

• Conflicts of interest. Please refer to clause 17.6 which deals with conflicts of interest and material interests.

• Client Money. Please refer to clause 17.3.

• Costs and Charges. Please refer to clauses 10, 11, 26 and 27 and the Market Information Sheets.

• Compensation Scheme. If you are an eligible claimant under the rules of the FCA you may be entitled to compensation from the Financial Services Compensation Scheme if We cannot meet Our obligations. Your entitlement to be paid any amount by the Financial Services Compensation Scheme depends on the rules of the scheme. In addition, the maximum compensation from this scheme is £50,000.00. Further information about compensation arrangements is available from the Financial Services Compensation Scheme; www.fscs.org.uk.

1.2 Trading and Execution Information

Please refer to Our Order Execution Policy and Market Information Sheets. Copies of these are available on the Website. These documents provide details of:-

• the types of CFDs, FSB and forex in which you can trade with Us;

• execution venues; and

• costs and associated charges.

1.3 Risk Warning Notice

Please refer to Our Risk Warning Notice on the Website. This lists some of the risks generally associated with CFDs, FSB and spot forex trading, but is by no means an exhaustive statement of these risks. A copy of Our Risk Warning Notice is available on Our Website and can be requested over the telephone from Tradenext Customer Services.

1.4 Tradenext

• acts as principal;

• does not monitor your trades;

• will not assess whether your trading is suitable for you; and

• does not give advice.

2. Risks and Terms

2.1 Risk

Trading CFDs, FSB and forex involves inherent risk. It is not suitable for everyone. Your losses will not be limited by any deposit or other amount you may have paid to Us (such as Initial Margin or Maintenance Margin). Losses can accrue very quickly. You can place orders to limit your losses (see clause 13).

2.2 The Terms

• The contract between Tradenext and you consists of:

—these General Terms; and

—the Market Information Sheets.

• On completion of your account application and by ticking the “I understand and have read, and accept the General Terms of Business and the Website Terms and Conditions” box either online or signing the application, you confirm that you agree to these General Terms. Once we have accepted either your paper application or online application and an account number has been assigned to you, you will be bound by the General Terms.

2.3 No Other Terms

It is in your own best interests to read and understand each of the documents referred

to in clause 2.2, as they will form the contract between Us and you and you will be bound by them. If there is anything you do not understand or you think is missing or that you do not agree to, please contact Our Customer Services Department. In addition, if there is anything you have relied on, that is not set out in the Terms, you must tell Us. However, please note that (apart from the documents referred to in clause 2.2) nothing else will form part of the contract between Us and you and no variation (to the documents at clause 2.2) will apply unless We have expressly agreed in writing with you any such additional provision or variation.

2.4 Meanings

The meanings of various words and expressions used in the Terms are set out in clause 44.

2.5 Our Rights

We have various rights. See in particular clauses 18 to 34 (inclusive).

2.6 Understanding

You should not engage in CFD, FSB or forex unless you fully understand the

fundamentals. In particular, you should understand:

• how you open and close positions. See clauses 6 and 12;

• how Initial Margin is calculated. See clauses 10.1 to 10.4;

• how you can make a profit or a loss. See clause 14;

• when you have to pay your losses. See clause 15;

• amounts you have to pay and maintain in order to keep your positions open, i.e. Maintenance Margin and Initial Margin. See clause 10;

• the circumstances in which We can close your open positions. See clause 12;

• how to place an order and how orders operate. See clause 13.

2.7 Tax

In relation to tax:

• We are not providing tax advice. We will not advise you of existing tax laws or changes to tax laws;

• it is up to you to obtain your own tax advice;

• your tax situation will depend on, for example, your personal circumstances and the tax jurisdiction that applies to you;

• tax treatment may change in the future; and

• you are responsible for any and all taxes (including stamp duty and capital gains tax) payable by you in connection with your trades and other transactions. If We have to pay any of these on your behalf, you must repay Us.

2.8 Currency of Payments

You must pay all amounts to Us in the Base Currency. Clause 27 deals with currency conversion.

3. Appropriateness

3.1 We are obliged by the rules of the FCA to assess appropriateness in relation to you. We will ask you to supply Us with information in order for Us to do so and We will rely on that information.

3.2 Subject to Our obligation to assess appropriateness (as above) you must make independent decisions in relation to:

• whether or not to open an Account;

• the types of trading you undertake;

• all your trading, including opening and closing trades and placing Orders; and

• the financial risk you are willing to take, including, for example, Initial Margin, Maintenance Margin and losses.

4. Your Account

4.1 If We accept your application to open an Account with us, We will open an Account for you and at that point a contract will have arisen between Us on the Terms (i.e. as referred to in clause 2.2). When We open your Account, it will be denominated in a Base Currency. That Base Currency will be US Dollars, Euros or GB Pounds Sterling.

4.2 We will let you know what your Account Number is and We will provide you with log-in details. As part of the Account activation process you will be required to create a password. You are advised to keep your Account Number, login details and password confidential.

4.3 If you open an Account with Us, you will be taken to have agreed to and accepted the following:

• Our Terms;

• Our Order Execution Policy. This provides information on (for example) execution of trades, execution venues, price construction and costs and charges payable by you; and

• Our Risk Warning Notice.

4.4 If We open an Account in the names of two or more persons, each such person will be fully responsible for that Account (jointly and severally). So (for example) We would be entitled to require one of you to pay all losses and would not have to require any of the others to pay any losses. Also, We are entitled to accept instructions from any of the Account holders, without having to tell the others first.

5. Classification

5.1 We will classify you as a Retail Client, Professional Client or Eligible Counterparty.

5.2 If you are a Professional Client or Eligible Counterparty, you have the right (subject to the Regulatory System) to request a re-categorisation as a client that benefits from a higher degree of protection.

5.3 Clients may also request re-categorisation as a client that is subject to a lower degree of protection (subject to the Regulatory System).

5.4 We are not obliged to agree to any requests to be re-categorised as referred to above. Any re-classification may require Us to agree terms with you in relation to that re-categorisation.

5.5 In addition, We may (on Our own initiative) in certain circumstances (and subject to the Regulatory System) re-categorise you. If We do so, We will tell you.

6. Placing Trades

6.1 To place a trade, you first make an offer to Us to place the trade and that offer is subject to acceptance by Us. See clause 6.5 for the circumstances in which We can refuse your offers to trade. Once you have made an offer to trade, you can only withdraw it if you tell Us that it is withdrawn before We have accepted it. However, you can cancel an Order before it is executed—see clause 13.

6.2 In relation to all trades you place:

• they will either be a buy trade (also called an up trade or long position) or a sell trade (also called a down trade or short position);

• a buy trade is placed at the Tradenext Ask Price; and

• a sell trade is placed at the Tradenext Bid Price.

See clause 7 in relation to Tradenext Prices.

6.3 You can only offer to place trades:

• on the Markets We offer; see the Market Information Sheets and Our Trading Platform; and

• during Our trading hours for the relevant market; see the Market Information Sheets and Our Trading Platform.

6.4 Before you offer to place a trade, make sure you understand all the specifications and rules that apply to the relevant Market and/or spot forex trade you propose to place. Those specifications and rules are available:

• in the Market Information Sheets;

• on Our Trading Platform; and

• from Our Trading Desk.

6.5 As mentioned above, We can reject your offer to place a trade. We can reject your offer to place a trade if We act reasonably. In addition, We are entitled to reject your offer to place a trade in any of the following circumstances:

• the proposed trade would be in breach of law, the Regulatory System or the Terms;

• if an Insolvency Event has occurred in relation to you;

• if any amount you owe Us (including Initial Margin, Maintenance Margin or realised losses) has not been paid on time;

• if the proposed trade is not at the Tradenext Price or within the appropriate minimum/maximum trade sizes;

• if you die or become a patient under mental health legislation (or We have reasonable grounds to think that you have done so); or

• if due to an Event Outside Our Control We are unable to accept that trade.

6.6 Please note:

• all trades are either a buy or a sell. In particular, (unless you specifically elect to do so, see the next bullet point below) you cannot simultaneously hold a buy and a sell in the same Market (for the same expiry date, where relevant). So the earlier of those trades will be closed (in whole or in part) by the later trade you place (and that later trade may create a new open position);

• you can specifically elect to simultaneously hold a buy and a sell in the same Market (for the same expiry date, where relevant). You have to specifically elect to do this when placing the relevant trade;

• depending on the size of a proposed trade, We can accept it and execute it in tranches. We might need to do this, for example, on trades that relate to UK equities to restrict those trades to Notional Market Size (NMS);

• if We accept an offer to trade from you, We will not (generally) have regard to whether it opens a new open position or closes (in whole or in part) an existing open position; nor will We have regard to any statement you may have made as to whether you are creating a new open position or closing an existing open position;

• you are placing trades on Tradenext Prices; you will not acquire any rights in the Underlying;

• your trade will only be regarded as having been accepted by Us if (over the telephone) Our dealer tells you that it has been accepted or if (via the Trading Platform) a specific confirmation message is sent to you confirming that your trade has been accepted; and

• if you are in any doubt as to whether a trade has been placed, contact Us as soon as possible via the Trading Platform or by telephone via the Trading Desk.

6.7 You will be responsible for everything done or omitted using your Account number, login and/or password. We do not restrict the domain from which you can access Our Trading Platform and We will not have regard to the domain used when dealing with Us. When dealing with Us by telephone We may ask for your name, Account number or other security information. In the case of telephone dealing, We cannot be expected to recognise your voice. However, We will not hold you responsible if We have allowed someone other than you or your Agent to access your Account through Our negligence; in that case We will not hold you responsible for losses you sustain that are reasonably foreseeable as a result of Our negligence.

7. Prices

7.1 We quote Tradenext Prices for each Market. For each Market:

• the higher price We quote is called the Tradenext Ask Price;

• the lower price We quote (for the same Market) is called the Tradenext Bid Price; and

• the difference between the Tradenext Ask Price and the Tradenext Bid Price (on the same Market) is the Spread.

Please refer to Our Order Execution Policy which gives information as to how We arrive at Our Spreads. The Market Information Sheets and the Trading Platform also give information in relation to Spreads on most Markets, but in some instances, if Spreads are not set out in the Market Information Sheets or on the Trading Platform you will need to call Our Trading Desk. Note also:

• We have the right to vary Our Spreads with or without notice—see clause 24.1. Please refer to the Market Information Sheets and Trading Platform or call Our Trading Desk for up to date Spreads;

• for some Markets Our Spreads may change frequently; for example on trades in relation to single shares as (in that case Our Spread is related to the price of the share in the Underlying).

7.2 In relation to Tradenext Prices:

• Tradenext Prices are set by Us in Our absolute discretion;

• We can withdraw or vary a Tradenext Price at any time before We have accepted your offer to trade on it. You can only offer to trade based on a current valid price.

• any change to Tradenext Prices is effective immediately. However, please refer to Our Order Execution Policy which gives information as to how We arrive at Tradenext Prices;

• Tradenext Prices are available via the Trading Platform or via Our Trading Desk;

• sometimes We may not be able to quote a Tradenext Price via Our Trading Platform, for example, if an Event Outside Our Control occurs. In that case you will need to call the Trading Desk to see if a Tradenext Price can be quoted;

• some Tradenext Prices are illustrative or indicative only and you cannot offer to trade on them. In that case you will need to call Our Trading Desk to see if a Tradenext Price can be quoted.

8. Currency of Trades

8.1 You can offer to trade in whatever currency We accept for the relevant Market. See the Trading Platform and the Market Information Sheets.

8.2 However, despite clause 8.1, you have to make all payments to Us in your Base Currency (see clause 27).

9. Minimum and Maximum Trade Sizes

9.1 In relation to all trades you want to place:

• Tradenext sets minimum and maximum trade sizes on each Market;

• your trade must at least be equal to the minimum trade size We set;

• in addition, the maximum size of the trade you can place on any given Market will be the lower of:

—the maximum size We set (as referred to above);and

—a trade size calculated as follows: Current Position divided by (Tradenext Price multiplied by IM Factor for the trade you wish to place);

• you cannot place a trade unless it is within the minimum and maximum trade size as referred to above.

9.2 You can obtain all the information you need to calculate your Current Position from the Trading Platform, the Market Information Sheets and your Account.

9.3 If the maximum trade size is nil or less you will not be permitted to trade unless you deposit funds in your Account, so that there are sufficient funds in your Account to enable you to place the trade.

9.4 If you trade the maximum trade size (or more) on any particular Market, any adverse Market movement may result in Maintenance Margin becoming due—see clause 10.

9.5 Tradenext can:

• change minimum and maximum trade sizes; see clauses 24, 29, 30 and 31;

• waive or vary minimum or maximum trade sizes in relation to any particular trade; and

• where relevant, restrict trades to NMS.

For current minimum and maximum trade sizes please refer to the Market Information Sheets and the Trading Platform.

9.6 Note that minimum and maximum trade sizes vary depending on the Market and, in some cases, on the trading hours of the Underlying. It is in your own best interests to make sure you know how to calculate maximum trade sizes (applicable to you) and that you know the current minimum and maximum trade sizes.

10. Initial Margin and Maintenance Margin

10.1 You have to pay Initial Margin on every opening CFD, FSB or forex trade you place. In addition, you have to maintain Initial Margin in respect of all your open positions. You may also have to pay Maintenance Margin; see clauses 10.5 to 10.18.

10.2 It is very important that you understand how Initial Margin is calculated. We set out below the method of calculation. If there is anything you do not understand please contact Customer Services. The below calculation refers to IM Factors, these are available on the Market Information Sheets and on the Trading Platform.

10.3 Initial Margin is calculated using IM Factors. Initial Margin is calculated in accordance with the following formula:

• on CFDs and FSB trades: (trade size multiplied by Tradenext Price) multiplied by the relevant IM Factor for the trade you want to place or have placed;

• for forex trades: trade size multiplied by the relevant IM Factor for the trade you have placed or want to place.

Please note that in relation to open positions, Initial Margin is calculated based on the current Tradenext Price and IM Factors of the trade you have placed, not Tradenext Prices and IM Factors at the time the trade was placed.

10.4 Please note that Tradenext can vary IM Factors; see (for example) clauses 24 and 29 to 31 of the General Terms. If Tradenext does vary IM Factors, then the new IM Factor applies to all open positions and so additional Initial Margin might become due to maintain open positions.

Maintenance Margin and Closing of Positions

10.5 You may have to pay ‘Maintenance Margin’ to keep your open positions open. If you fail to pay ‘Maintenance Margin’ when due, it will result in closure of open positions. See below.

When is Maintenance Margin payable?

10.6 You have to pay Maintenance Margin if the Margin Percentage is 60% or less. Margin Percentage is a percentage calculated as follows:

(Total Account Equity divided by Total Initial Margin) multiplied by 100%.

10.7 For the purpose of calculating the Margin Percentage all relevant figures will be converted into your Base Currency in accordance with clause 27.

How much Maintenance Margin has to be paid?

10.8 The amount of Maintenance Margin you must pay to Us is the amount needed to make the Margin Percentage greater than 60%.

When do you have to pay Maintenance Margin?

10.9 Maintenance Margin is payable immediately upon the Margin Percentage reaching 60% or less. It is due for payment immediately on a Maintenance Margin Call being made and is payable (in full) on the day that the Maintenance Margin Call is made.

10.10 You must monitor your Account, and all relevant factors, so that you know your current Margin Percentage and Trade Funds Available and whether or not Maintenance Margin is payable. All the information you need in order to make these calculations is available from the following sources:

• the Trading Platform; and

• the Market Information Sheets.

It is in your own best interests to make sure you understand how to calculate the Margin Percentage, Trade Funds Available and Maintenance Margin. If you are in any doubt, call Customer Services.

10.11 We are not obliged to keep you informed about the Margin Percentage. However, We will endeavour to send you a message via the Trading Platform if:

• the Margin Percentage reaches 60%; and

• the Margin Percentage reaches 30%.

Will you tell me that I have to pay Maintenance Margin?

10.12 We are not obliged to tell you if Maintenance Margin is payable nor to make a Maintenance Margin Call. We have no liability to you if We fail to tell you that Maintenance Margin is payable and/or fail to make a Maintenance Margin Call.

10.13 However, We will endeavour to make a Maintenance Margin Call to you if Maintenance Margin is payable.

10.14 We will be regarded as having made a Maintenance Margin Call if We send you a message via Our Trading Platform. In addition, the Trading Platform will generally be the only method by which We make a Maintenance Margin Call on you. Therefore you must access the Trading Platform on a regular basis.

10.15 We will also be regarded as having made a Maintenance Margin Call if we:

• use any means of communication to contact you requesting payment of Maintenance Margin, for example email, SMS text, pager, voicemail, telephone, fax or post; or

• have used other reasonable means to contact you, even if We have been unable to do so and have not been able to leave a message for you.

Please note that We will generally only use the means of communication in this clause 10.15 if:

• We have reasonable concerns that a message sent via the Trading Platform has not been received by you; or

• for any reason We are unable to send you a message via the Trading Platform; or

• acting reasonably, We think it appropriate to do so.

10.16 What happens if I fail to pay Maintenance Margin?

If you have failed to pay the full amount of Maintenance Margin due in accordance with the timescale in clause 10.9, We are entitled to close some or all open positions on your Account and cancel some or all Orders. We normally do this to the extent necessary to take your Margin Percentage to more than 30%. This is an automated process. Usually We close open positions showing the biggest loss first, but that is not guaranteed. In addition We also have the right to close some or all of your open positions and to cancel some or all Orders as referred to in this clause 10.16 if the Margin Percentage reaches 30% or less.

10.17 We can close some or all of your open positions and cancel some or all Orders as referred to in clause 10.16 with or without giving you notice. If We do so without giving notice, We will inform you that We have done so either via the Trading Platform or as referred to in clause 10.15.

Payments

10.18 In relation to Maintenance Margin:

• you must pay Us in your Base Currency;

• Maintenance Margin does not represent your total liability to Us. You must also, for example, pay to Us any losses you have incurred on closed positions as well as any other amounts payable under the Terms;

• subject to the Regulatory System, We can allow your open positions to run, and allow you to open new positions, even if you have not paid Maintenance Margin payable.

11. Financing, commission and other charges

11.1 Commission, financing and other charges apply in relation to CFDs, FSB and forex trades. See below.

Financing Charge

11.2 A financing charge applies to all CFDs and FSB trades. Whether you pay or receive the financing charge depends on what you are doing:

• on CFDs and FSB trades (including forex trades but not CFDs or FSB trades relating to foreign exchange, as to which see below):

—in the case of a long CFDs or FSB trade, you pay the financing charge to us;

—in the case of a short CFDs or FSB trade, We may pay the financing charge to you;

• on CFD and FSB trades relating to foreign exchange:

—if the first currency has a higher interest rate, on a long position We may pay you the financing charge and on a short position you pay Us the financing charge;

—if the first currency has a lower interest rate, on a long position you pay Us the financing charge and on a short position We may pay you the financing charge.

In cases where We may pay the financing charge to you, whether any amount is payable depends on prevailing interest rates. See clause 11.4 below.

11.3 The financing charge:

• accrues on a daily basis and applies on all days on which the trade is open (including weekends and bank holidays);

• is debited or credited to your Account when the position is closed; and

• applies to all trades open at 22:00 on each day.

11.4 The Market Information Sheets and the Trading Platform set out how the financing charge is calculated. The amount of the financing charge will vary because of the elements that make up the calculation, e.g. interest rates. Note in particular that where the financing charge is payable by Us to you, one element of the calculation is a prevailing interest rate, minus another interest rate specified by us; so if the relevant prevailing interest rate is lower than the interest rate specified by us, then the calculation will result in no amount being payable by Us to you.

11.5 We can vary:

• how the financing charge is calculated; and

• the types of trades to which the financing charge is applied.

The above applies to all open positions as well as new positions. We will give you at least 14 days’ notice of any such change if it will affect your open positions (subject to Our rights under clause 11.6). In all other cases We can make such changes with immediate effect.

11.6 If an Event Outside Our Control and/or a Market Disruption Event occurs We can immediately vary: -

• how the financing charge is calculated; and

• the types of trades to which the financing charge is applied.

The above applies to all open positions as well as new positions.

Commissions and other charges

11.7 On some trades you have to pay Us a commission charge, when you open and close the trade. Some trades are also subject to a minimum commission charge. Please refer to the Market Information Sheets and the Trading Platform for details of commission rates (including any minimum commission), how commission is calculated and the trades to which it applies.

12. Closure of open positions

12.1 An open position will continue until:

• its expiry date, if any; see clause 12.2;

• the occurrence of the relevant event, if any; see clause 12.2;

• you close it, see clause 12.3;

• We close it, see (for example) clauses 19 to 22, 25 and 28 to 32; or

• execution of an Order that closes it; see clause 13.

12.2 On the expiry date or occurrence of the relevant event (if any) the relevant open position will be closed on the basis of settlement set out in the Market Information Sheets or (if there is none) on the basis quoted by Tradenext on closure. Note also that the Tradenext Prices quoted on the Trading Platform may not be the settlement price. Expiry dates are available on the Trading Platform and in the Market Information Sheets.

12.3 You can close open positions as follows:

• (subject to the third bullet point, below) you close a buy trade by placing a sell trade (on the same Market, for the same expiry time and date, if applicable) at the Tradenext Bid Price offered at the time of closure;

• (subject to the third bullet point, below) you close a sell trade by placing a buy trade (on the same Market, for the same expiry time and date, if applicable) at the Tradenext Ask Price offered at the time of closure;

• the Trading Platform allows you to hold a buy and a sell simultaneously in the same Market for the same expiry date. You have to specifically elect to do this on the Trading Platform. If you have done that, you will have to specifically elect if you want to close those trades, as closure will not be done automatically as per the above two bullet points;

• if you want to close an open position in full, you should use the same trade size (subject to clause 12.5) that you used when you created the open position;

• if you only want to close part of an open position, then you should use a smaller trade size than the one you used to create the open position. If you do that, the original open position stays open, with a reduced trade size;

• if you want to close an open position in full and, at the same time create a new open position, then you should use a larger trade size than the one used to create the original open position. The size of the new open position thus created will be the difference between the trade size on the original open position and the trade size of the trade you used to close that original open position. The Tradenext Price at which that new open position will have been created will be the Tradenext Price used to close the original open position.

12.4 As stated above, you close open positions by placing other trades. Accordingly, all provisions of the Terms apply to placing a trade to close an open position (in whole or in part) as they do when placing a trade to create a new open position.

12.5 Minimum and maximum trade sizes on closing will be limited to those applicable on closing, regardless of minimum and maximum trade sizes on opening. Therefore, you may have to place more than one trade to close an open position.

12.6 You can only close open positions during Our trading hours for the relevant Market. For trading hours, please refer to the Market Information Sheets or the Trading Platform.

12.7 If you have more than one open position in the same Market for the same expiry date (where relevant), those open positions will usually be classed “First In First Out” (or FIFO). However, that does not apply:

• if any particular open position is subject to an Order; that open position will be dealt with in accordance with that Order (unless you close it before the Order is executed); or

• if We have agreed something different with you in relation to any particular open position; in that case that open position will be dealt with in the manner We have agreed with you (unless you close it before We have done so).

12.8 Trades that expire or are closed automatically will be closed on the basis of settlement set out in the Market Information Sheets or (if there is none) on the basis quoted by Us on closure.

12.9 Our Scalping policy shall apply to any on-line quoted financial market that is traded through your use of a MetaTrader interface.

12.10 We may deem an activity as Scalping if that Order or Trade has any of the below

characteristics:

• the Trade is opened and closed within 30 seconds (i.e. the Order for the closing Trade follows the Order for the open Trade in two (2) minutes or less);

• an opposing Trade is placed within 30 seconds of each another Trade being opened thus creating a fully or partially hedged position (also known as a "locked position"); or

• the Order for opening or closing the Trade is placed on a latent price.

12.11 By providing fixed spreads and liquidity to you, where it is possible to do so, We try to help you trade in volatile global financial markets by giving you greater price stability. We do not provide fixed spreads and liquidity to enable Scalping and will deem any instance of Scalping to be a Manifest Error. Scalping is considered a breach of the Terms and Conditions and may result in the immediate termination of your Account and your access to Our MetaTrader servers.

12.12 We reserve the right, in Our sole discretion, to change your underlying liquidity feed to another provider in order to protect against abuse (including Scalping). Such a change may result in variable spreads being applied to markets you trade. If the liquidity feed is changed We shall have no requirement to notify you or give you prior warning of the change. We shall not be obligated to change the liquidity feed and may take any other action permitted by the Terms.

13. Orders

General

13.1 Subject to this clause 13, We will accept instructions (“Orders”) to trade when the Tradenext Price reaches a certain level. We only accept Orders on the Markets identified in the Market Information Sheets or Trading Platform as those on which We accept Orders.

13.2 The following apply to all Orders:

• unless specifically agreed otherwise you can only place, cancel and give any other instruction in relation to an Order via Trading Platform (or by telephone if you are unable to do so via the Trading Platform);

• all terms and conditions that apply to placing trades must be complied with both when you place an Order and when that Order is due to be executed. For example clause 9 in relation to minimum and maximum trade sizes;

• We will only accept Orders during Our trading hours for the relevant Market (though We reserve the right in Our absolute discretion to accept Orders outside those hours);

• We have the same right to refuse to accept or execute an Order as We have to refuse to accept a trade (see clause 6). If being entitled to do so We refuse to execute an Order, that Order will be deemed automatically cancelled;

• all Orders must be at an execution price set by you and agreed by Us;

• all Orders must be on terms acceptable to Us, acting reasonably;

• all Orders are, by default, deemed “Good Till Cancelled” or “GTC”. See clause 13.3;

• you can specify an expiration date and time in the Order ticket window;

• all Orders are deemed “Tradenext Quote”/ “Our Quote”. See clause 13.4;

• the price at which We execute Orders is not guaranteed. In the event of sharp movements in the Underlying, for example around economic data releases, there is a possibility that your Order will be slipped to the next price level that is reasonably available in the Market. Another example of “slippage” or “gapping” might occur when an Underlying closes and re-opens at a different level to the Underlying’s previoUs close. This applies to both Stop Orders and Limit Orders. No Orders are monitored or executed outside Tradenext’s trading hours for the relevant Market;

• there is no additional charge or spread in relation to Orders;

• you must specifically cancel any Order you have placed. Unless you do so, and subject to all other provisions of this clause 13, the Order will be executed;

• Orders relating to equities listed on a UK exchange may be restricted to NMS; and

• Orders relating to equities listed on exchanges other than the London Stock Exchange Plc may be restricted in size depending on liquidity of the relevant equities on the relevant exchange at the time of execution.

13.3 All Orders are by default “Good Till Cancelled” or “GTC”. This means that the Order will remain in place until the earlier of:

• cancellation by you or as otherwise provided in this clause 13;

• execution; and

• expiry of the Market to which the Order relates.

13.4 All Orders are “Tradenext’s Quote”/ “Our Quote”. These expressions mean that (subject to clauses 13.6 to 13.7) the Order will be executed if the relevant Tradenext Price reaches or trades through the agreed execution price of the Order; so:

• if you have placed an Order to buy, that Order will be executed if the Tradenext Ask Price reaches or trades through the agreed execution price of the Order ;

• if you have placed an Order to sell, that Order will be executed if the Tradenext Bid Price reaches or trades through the agreed execution price of the Order.

Order Types

13.5 We set out below the available types of Orders. Note that Stop Orders and Limit Orders can be attached to an existing open position. As a consequence, if you have attached an Order to an open position, the Order that is attached to that open position will also be automatically cancelled if you close the open position to which it is attached (subject to clause 13.3). If an Order is not attached to an open position, then it will remain in place as referred to in clause 13.3.

13.3. The available Order types are as follows (subject to all other provisions of

this clause 13, in particular clauses 13.2, 13.6 and 13.7):

• Buy Limit Order: An Order to place a buy trade at an execution price below the current Tradenext Ask Price, to be executed when the Tradenext Ask Price (for the relevant Market) reaches or trades through that level. If the Tradenext Ask Price reaches the execution price at which the Order has been placed, during Market hours, then the Order will be executed. If the Market closes above, but opens below the Order level, then the Order will be filled at the first Tradenext Ask Price (for the relevant Market) reasonably available below the Order level.

• Sell Limit Order: An Order to place a sell trade at an execution price above the current Tradenext Bid Price (for the relevant Market), to be executed when the Tradenext Bid Price (for the relevant Market) reaches or trades through that level. If the Tradenext Bid Price reaches the execution price, at which the Order has been placed, during Market hours then the Order will be executed. If the Market closes below, but opens above the Order level, then the order will be filled at the first Tradenext Bid Price (for the relevant Market) reasonably available above the Order level.

• Limit Order: This is the expression We use to cover a Buy Limit Order and Sell Limit Order.

• Buy Stop Order: An Order to place a buy trade at an execution price above the current Tradenext Ask Price, to be executed when the Tradenext Ask Price (for the relevant Market) reaches or trades through that level. If the Tradenext Ask Price reaches the execution price, at which the Order has been placed, during Market hours then the Order will be executed. If the Market closes below, but opens above the Order level, then the Order will be filled at the first Tradenext Ask Price (for the relevant Market) reasonably available above the Order level.

• Sell Stop Order: An Order to place a sell trade at an execution price below the current Tradenext Bid Price, to be executed when the Tradenext Bid Price (for the relevant Market) reaches or trades through that level. If the Tradenext Bid Price reaches the execution price, at which the Order has been placed, during Market hours then the Order will be executed. If the Market closes above, but opens below the Order level, then the order will be filled at the first Tradenext Bid Price (for the relevant Market) reasonably available below the Order level.

• Stop Order: This is the expression We use to cover a Buy Stop Order and Sell Stop Order.

• Parent and Contingent Order: This operates as follows:

—you place a Limit Order or a Stop Order to open a new position, We call this the parent Order. This parent Order cannot be attached to an existing open position;

—in addition to and at the same time as you place the parent Order, you can also place any other Stop Order or Limit Order. However, this “second” Order will only become effective if the parent Order is executed.

• Trailing Stop Order: This operates as follows:

Note: The below ‘Trailing Stop Order’ will update on your client terminal, and not on Tradenext’s server. Your client terminal sends updates to Our server so that it maintains the last updated level of the stop. This does mean, however, that should there be a break in connection between your terminal and Our server, then the last updated level will be kept, and that level will remain until either (a) the market reaches your level and the Trailing Stop is activated, or (b) you log onto the system again the stop order level is updated again. Tradenext allows you to place a trailing stop against an open position. You place a trailing Stop Order at a specific distance (“Stop Distance”) from the current market price. This can

be specified when opening the position by setting the value in the MT4 ticket window. Alternatively, it can be added to the open position once the position has been opened. If you add a Trailing Stop on the opening of a position via the ticket window, or if you add the trailing stop to the position via the ‘Open and Pending Orders’ window, then the trailing stop will become active immediately. The stop level will be the Stop Distance value away from the market price when you place the trailing stop. The level of the stop can be seen in the ‘Open and Pending Orders’ window as well as the Trade window. If Tradenext’s price then moves in a profitable direction for the trade, then the Trailing Stop order will move with the Tradenext price so that the Trailing Stop Order is the Stop Distance away from the Tradenext price. If Tradenext’s price moves in an unprofitable direction, then the Trailing Stop Order does not move.

Execution of Orders

13.6 The following applies in relation to execution of Orders and subject always to clauses 13.2 and 13.3:

• Orders will be executed by Tradenext when it is reasonably able to do so at the first price We are reasonably able to offer. As stated in clause 13.2 no Orders are monitored or executed outside Tradenext’s trading hours for the relevant Market. So if the Underlying trades outside Our trading hours, the Tradenext Price at which an Order may be executed may be very different to the agreed execution price of the Order;

• note that in times of volatility of the Underlying and at the opening and closing of an Underlying, the Tradenext Price at which an Order may be executed may be considerably different to the agreed execution price of the Order;

• if the Underlying opens through or trades through the agreed execution price of an Order (known as “slippage” or “gapping”), We will execute at the first Tradenext Price We are reasonably able to offer;

• in relation to Markets quoted outside the trading hours of the Underlying, Orders may be filled at the Tradenext Price We consider reasonable.

The exceptions to the above are:

• if We have agreed something different with you;

• if the agreed execution price for an Order is reached outside Our trading hours for the relevant Market but (by the time Our trading hours re-commence) the Tradenext Price has moved so that the agreed execution price is not (when Our trading hours re-commence) reached or exceeded. In this case, We will not execute the Order when We re-commence trading; it will remain in force subject to all other provisions of this clause 13.

13.7 The following restrictions apply in relation to the execution of Orders:-

• Orders that relate to UK equities may be restricted to NMS;

• Orders relating to equities listed on exchanges other than the London Stock Exchange Plc may be restricted in size depending on liquidity of the relevant equities on the relevant exchange at the time of execution;

• Orders will be subject to the maximum trade size applicable on execution; and

• in the case of Limit Orders if there is insufficient liquidity in the Underlying to enable Us to provide a Tradenext Price for execution of the entire Limit Order, We are entitled to execute the Limit Order in tranches; (see below) or to refrain from executing the Limit Order until We are able to provide a Tradenext Price for execution of the whole Limit Order.

Orders subject to the above restrictions may be executed in tranches at different Tradenext Prices in accordance with the above restrictions; the Tradenext Price at which each tranche is executed may vary considerably. If We have executed part of your Order (as mentioned above) you are entitled to cancel any part of the Order that has not been executed.

14. How to Calculate a Profit or a Loss

14.1 Subject to adding or deducting amounts in relation to the CFDs, FSB or forex trade concerned in accordance with clause 14.2 and to relevant adjustments (see for example clause 31) when you close a CFD, FSB or a forex trade:

• you have made a profit if the Tradenext Price you sold at (whether to open or close) exceeded the Tradenext Price you bought at (whether to open or close);

• you have made a loss if the Tradenext Price you sold at (whether to open or close) was less than the Tradenext Price you bought at (whether to open or close).

14.2 Profits and losses on CFDs, FSB or a forex trade are calculated as follows:

• In the case of CFDs and FSB trades:

trade size on closing multiplied by (difference between closing Tradenext Price and opening Tradenext Price of the relevant trade);

less all amounts payable by you to Us in relation to that trade, such as commission and financing (see clauses 10 and 11);

plus any financing charge payable by Us to you in respect of that trade (see clause 11).

• In the case of spot forex trades, profits and losses are calculated as follows:

amount of base currency on closing multiplied by (difference between Tradenext’s currency exchange rate at the opening of the trade concerned and Tradenext’s currency exchange rate on closure of the trade concerned);

less all amounts payable by you to Us in relation to that trade, such as commission and financing (see clauses 10 and 11);

plus any financing charge payable by Us to you in respect of that trade (see clause 11).

14.3 If you wish to calculate whether any particular open trade is in profit or loss at any given time, you can do so as provided in clause 14.1, but using the relevant Marked to Market price as the closing Tradenext Price.

14.4 It is in your own best interests to make sure you know how to calculate profits and losses. All the information you need to do that is contained in the Terms, the Market Information Sheets and on the Trading Platform.

14.5 Note that:

• profits and losses on open positions will not be credited or debited from your Cash;

• Marked to Market profits and losses are taken into account to calculate Maintenance Margin and hence in relation to the closure of your open positions. See clause 10.

14.6 In relation to profits and losses on closed positions, We will credit profits on closed positions to your Cash.

14.7 All amounts payable by you to Us will be deducted from your Cash. We will credit to your Cash all amounts We owe you.

15. Payment of Profits and Losses

15.1 Your Cash is not necessarily the amount you are entitled to withdraw from your Account. We are entitled to hold back the following amounts in your Account:

• Total Initial Margin and Maintenance Margin;

• Marked to Market losses;

• any financing charge or commission that is payable by you on open positions (see clauses 10 and 11);

• any other amounts you owe Us under the Terms (e.g. realised losses); and

• any amounts you owe Us in relation to this Account or any other Account you have with Us or on any other grounds.

15.2 Please also note that profits on open positions will not be credited to your Cash and will not be paid to you.

15.3 As We have said, We will retain the amounts referred to in clause 15.1. If, after We have deducted the amounts referred to in clause 15.1 from your Cash:

• there is a positive balance you are entitled to be paid that positive balance. Payment is not automatic. You need to contact Us and request payment; this can be done via the Trading Platform or Customer Services. We can deduct from your Account any bank charges We incur in making a transfer to you;

• there is a negative balance, that amount is due and payable by you to Us immediately.

15.4 In relation to the payments you make or are to make to Tradenext:

• you must pay Us in your Base Currency. See clause 27 if you pay Us in any other currency;

• We do not accept payments in cash;

• (subject to Initial Margin and Maintenance Margin payments, as below) you can pay Us by cheque from an EU credit institution, but your Account will only be credited once the cheque has cleared;

• you can only pay Initial Margin and Maintenance Margin by immediate bank transfer to us, (such as by telegraphic transfer, CHAPS, BACS and SWIFT) or by debit or credit card;

• you will only be given credit for the net amount actually received by us, net of any bank charges or other costs of transfer.

15.5 We do not provide any credit, loan or other financial accommodation to you.

16. Contract Notes and Statements

16.1 We will report to you as follows:

• a confirmation will be shown on the Trading Platform in respect of each open position immediately after the trade has been executed;

• a confirmation of each open position created will be emailed to you as soon as possible after the open position has been created and in any event no later than the first Business Day after it was created;

• We will email you a statement once a month itemising all activities on your Account during the period covered by the statement.

16.2 You should check your confirmations and statements as soon as possible. Please tell Us immediately if you think anything is wrong or missing.

16.3 If you do not receive a confirmation for an open position or Order that has been placed, that will not affect the validity of that open position or Order.

16.4 You can also contact Us via Customer Services, the Trading Desk or the Trading Platform to ask for further information in relation to your Account or the status of any open positions or Orders.

17. Some Regulatory Provisions

17.1 Classification. We can review your classification as a client. However, We can only re-classify you if We comply with the Regulatory System.

17.2 Interest. We do not pay interest on any money We hold in respect of you.

17.3 Client Money

• If you are a Retail Client, the Client Money Rules will apply to you.

• If you are not a Retail Client where you transfer money to Us (and unless We have entered into an express written agreement with you to the contrary), We will treat this as a transfer of full ownership of money to Us for the purpose of securing or covering your present, future, actual, contingent or prospective obligations, and We will not hold such money in accordance with the Client Money Rules. Any money received by Us from you or a third party for your Account will be subject to all other provisions of the Terms be owed by Us to you. Because full ownership of the money is transferred to us, you no longer have a proprietary claim over the money and We can deal with it in Our own right. If We have closed all Accounts you have had with Us and you have paid to Us in full all amounts you owe Us and have no further present or future obligations to us, We will transfer to you an amount equal to any money you paid to Us for your Account that remains after all amounts you owe Us (under the Terms) have been paid and deducted (including in relation to all Accounts you have had with us).

17.4 Complaints and Disputes

• We have a complaints handling procedure. Please ask Us if you would like a copy.

• The sooner you inform Us of any complaint or other issue, the better We will be able to investigate and resolve the matter.

• In the first instance you should refer any complaint or other issue to Customer Services; if they cannot satisfactorily resolve the matter it will be referred to Our Compliance Officer.

• You may also be entitled to refer complaints to the Financial Ombudsman Service. This depends on whether you are the type of person and with the type of complaint with which the Financial Ombudsman Services deals. The simplest way to clarify that is to contact the Financial Ombudsman Service: www.financial-ombudsman.org.uk

17.5 Payments from third parties to us; or by Us to third parties

• No payment is receivable by Tradenext (or to its knowledge by its associates) from third parties in connection with any transaction executed by Tradenext with or for you, in addition to or in lieu of any amount payable under the Terms. If any such payment is receivable, We will inform you in advance.

• We may from time to time share with third parties part of the commission, Spread, financing charge or other amount We charge you in respect of your trades with us. Details are available on request.

17.6 Conflict of Interest

We deal with conflicts of interest in accordance with Our conflicts of interest policy.

17.7 Contact

• You agree that We can contact you by telephone or otherwise communicate with you (including by email or SMS text) in relation to your trading with us, other products or services offered by Us which (acting reasonably) We think may be of interest to you and/or in respect of the products or services of Our Associated Companies or trading partners. We can also visit you at any reasonable time in relation to the above.

• Each of Our Associated Companies and trading partners also has the same rights to contact or otherwise communicate with you as referred to above.

If you do not want Us (or Our Associated Companies or trading partners) to contact you as above, please contact Customer Services.

18. Tradenext’s Specific Rights in Relation to your Account

Clauses 18 to 34 set out certain rights We have in relation to you. We can exercise those rights with or without giving you notice so, depending on the circumstances We may or may not give you notice before We exercise the rights. Any notice We may be able to give depends on what has happened. However, if We exercise a right before giving you notice, We will inform you as soon as practicable that We have done so, unless the Regulatory System does not allow Us to give you notice (see below).

18.1 In some circumstances (e.g. money laundering) law or the Regulatory System may prevent Us giving you notice that We have exercised or intend to exercise Our rights.

18.2 When We refer (in clauses 18 to 34) to giving you notice, that notice can be via email, the Trading Platform, SMS text or by telephone (including voicemail). In addition, in some cases Regulatory System may specify the notice that We have to give, and in that case We will give you that notice.

19. Compliance with the Regulatory System and law

19.1 We can do anything in relation to your Account that We are required to do in order to comply with the Regulatory System and law.

19.2 Subject to compliance with the Regulatory System, We may or may not give you notice before exercising Our rights under this clause 19. The Regulatory System or law may specifically require Us not to notify you of certain things, for example in relation to money laundering.

20. What rights does Tradenext have in relation to your open positions and Orders?

20.1 We can close any or all of your open positions and cancel any or all of your Orders if:

• an Insolvency Event occurs in relation to you;

• you die or become a patient under mental health legislation (or We have reasonable grounds to think that you have done so);

• law or the Regulatory System requires Us to;

• you have not paid Us on time any amount you owe Us (including in respect of losses, Initial Margin or Maintenance Margin) and We have given you notice to pay it;

• your Margin Percentage is 60% or less;

• any instrument you use to pay (such as a cheque) is not honoured on first presentation;

• you have a short position in relation to an Underlying equity and We have to close Our related hedging position;

• the relevant open position or Order has been placed in breach of the Terms, law or the Regulatory System;

• there is a material dispute between Us in relation to any open position or Order. In this case We would endeavour to resolve the dispute before We exercise this right; or

• We have other good grounds for doing so (for example you are in breach of the Terms or We have used reasonable endeavours to contact you and are unable to contact you).

20.2 The price on closure will be the then current Tradenext Price.

21. Can Tradenext close your Account?

21.1 Tradenext can close your Account in certain circumstances. These are as follows:-

• an Insolvency Event occurs in relation to you;

• you die or become a patient under mental health legislation (or We have reasonable grounds to think that you have done so);

• the Regulatory System or law requires Us to;

• you have not paid Us on time any amount you owe Us (including losses, Initial Margin and/or Maintenance Margin) and We have given you notice to pay it informing you that if you do not pay your Account may be closed;

• your Margin Percentage is 60% or less;

• We have exercised Our rights under clause 20 to close your open positions and to cancel your Orders;

• have other good grounds for doing or so;

• as referred to in clause 12.9 (scalping); as referred to in clause 22.3; or as referred to in clause 34.3.

21.2 During any notice We give you in relation to the closure of your Account:

• you will not be permitted to create any new open positions or place any Orders except in order to close existing open positions; and

• We will not close any of your open positions or cancel any Orders, unless We are entitled to do so under any other provision of these Terms.

21.3 In relation to closure:

• all trades will be closed at the Tradenext Price current on closure; and

• We will close your open positions and cancel all Orders on the day We close your Account or as soon as reasonably practicable thereafter;

21.4 Once your Account has been closed you will not be able to deal on your Account.

22. Suspension

22.1 We can suspend your Account if:

• an Insolvency Event occurs in relation to you;

• you die or become a patient under mental health legislation, or We have reasonable grounds to think that you have done so;

• law or the Regulatory System requires Us to;

• We have reasonable concerns in relation to breach by you of law or the Regulatory System;

• you have not supplied Us with the information We request in relation to credit or identity checks or otherwise pursuant to the Regulatory System;

• the warranties in clause 33 are not correct or We reasonably think they are not correct;

• you have not paid Us on time any amount you owe Us (including losses, Initial Margin or Maintenance Margin) or We reasonably think you will not pay Us on time;

• your Margin Percentage is 60% or less;

• We have exercised Our rights under clause 20 to close or cancel open positions or Orders;

• you are in material breach of the Terms or We have reasonable grounds to think that you are;

• We have other good grounds for doing so; or

• as referred to in clause 12.9 (scalping).

22.2 If We suspend your Account:-

• trades and Orders in place prior to suspension will not be affected (subject to any other rights We have under the Terms);

• during the suspension, you will not be permitted to create any new open positions or place any Orders except in order to close existing open positions.

22.3 If We suspend your Account We will investigate the relevant circumstances. Unless prohibited by law or the Regulatory System, We will then inform you of Our decision. We will then:-

• re-activate your Account, in which case you will be able to continue to use your Account. If We reactivate We may, prior to doing so require you to comply with such requirements as We think fit in relation to minimum and maximum trade sizes, Initial Margin or Maintenance Margin; or

• close your Account. Clause 21 will apply to closure.

23. Market Information Sheets

23.1 The Market Information Sheets set out particular specifications and rules that apply to any given Market.

23.2 We can vary the Market Information Sheets and the particular specifications and rules that apply to any given Market at any time, with or without notice, provided that (subject to Our rights elsewhere in these Terms to make changes) no variation will affect any open position or Order in place prior to the variation coming into effect.

23.3 Current Market Information Sheets are available on the Trading Platform.

24. Variation of Trade Sizes, Spreads and IM Factors

24.1 Current trade sizes, Spreads and IM Factors are published in the Market Information Sheets and on the Trading Platform. We can vary those at any time with or without notice and changes will be effective immediately on publication unless We specify a later date. Changes will apply to all open positions and Orders unless We specify otherwise. In the case of IM Factors changes to IM Factors may be effective immediately if, for example, We have made the change as a result of any change in the charges We have to pay.

25. Netting

25.1 If We have closed your Account or all open positions have been closed and all Orders cancelled, We can:

• combine and consolidate your Cash with any other Account you have (or had) with Us (even if any such other Account has been closed); and

• set off against each of the following amounts:

—any amount you owe Us for any reason (on any Account) and whenever payable, including any debit balance of your Cash, realised losses, interest, costs and expenses;

—any amount We owe you for any reason (on any Account) and whenever payable, including any credit balance of your Cash.

25.2 If We exercise Our rights under clause 25.1, that will result in a net amount payable by you to Us, or by Us to you.

25.3 In order to exercise Our rights under clause 25.1 in relation to a particular Account We can close open positions and cancel Orders on any other Account you have with Us and can close any other Account you have with Us.

25.4 You can ask Us to exercise the rights in clause 25.1, as long as your Account is closed and all open positions have been closed and all Orders cancelled.

25.5 The rights in clause 25.1 can be exercised regardless of the currency of the various amounts referred to.

26. Interest and costs you may have to pay

26.1 If you do not pay on time any amount you owe Us (except interest) you will have to pay Us interest on the unpaid amount until you have paid it in full.

26.2 The rate of interest will be 4% above LIBOR.

26.3 Interest as above will accrue before and after We go to court and obtain a judgment against you.

26.4 If We incur costs (such as legal fees) recovering amounts from you or enforcing Our rights against you, you will have to pay those costs to Us.

27. Currency conversion

27.1 We can convert any amounts in relation to your Account from any currency into your Base Currency. These amounts include Cash, profits, losses, amounts you have paid to Us, amounts you owe Us or We owe you.

27.2 Currency conversion will be at the rates We specify acting reasonably.

27.3 If you pay Us any amount in any currency other than your Base Currency, We can charge you any costs We incur in converting to your Base Currency.

28. Errors

28.1 If a trade or Order is based on a Manifest Error We can acting reasonably and in good faith do any or all of the following:

• void the trade. In doing this We will close the relevant trade as if it has never been placed;

• cancel the Order;

• close the trade (at the Tradenext Price on closure);

• adjust the trade or Order, so that it is the trade or Order that would have been placed without the Manifest Error.

28.2 We can exercise the above rights regardless of the effect it may have on your other open positions or Orders, or other positions you may have with a third party and even if a loss arises as a result.

28.3 If a trade is inaccurately recorded or contains any error, that inaccuracy or error will not affect the validity of the actual trade, Order or transaction as was done. You will not be able to enforce whatever was inaccurately recorded.

29. Events Outside Our Control and Market Disruption Events

29.1 If an Event Outside Our Control or a Market Disruption Event occurs We can do all or any of the following acting reasonably and in good faith:

• close any open positions;

• cancel any Orders, adjust execution prices or sizes of Orders and/or execute Orders;

• change Initial Margin requirements, IM Factors, Spreads, minimum and maximum trade sizes and Tradenext Prices;

• change Tradenext Prices on any open positions or the sizes of any open positions;

• refuse any trades or Orders;

• suspend trading or after trading times;

• require immediate payment of all amounts you owe including Initial Margin and Maintenance Margin;

• void any trades that are based on trades on an Underlying that are cancelled by any relevant regulatory body;

• do or omit to do anything We think fit acting reasonably.

29.2 We can exercise the rights in 29.1 with or without giving you notice. If We exercise without giving you notice, We will give you notice that We have done so.

29.3 In the case of an Event Outside Our Control, you may not be able to access the Trading Platform and you may not be able to contact Us by telephone.

30. Insolvency Events of an Underlying

30.1 If an Insolvency Event occurs in relation to any Underlying to which your open positions or Order relates, We can exercise the rights in clause 29.1 in relation to relevant open positions and Orders.

31. Corporate Action

31.1 If a Corporate Action occurs We can:

• change Tradenext Prices;

• change Our Spreads

• change IM Factors;

• change minimum and maximum trade sizes;

• suspend the acceptance of or refuse to accept trades or Orders for any Market.

We can exercise the above rights with or without notice depending on the nature of the Corporate Action concerned. If We exercise before We have given notice, We will inform you as soon as reasonably practicable that We have done so.

31.2 If a Corporate Action occurs We can also do any of the following in relation to any open position or Order you have placed that is directly or indirectly affected by the Corporate Action and that was in place prior to the relevant Corporate Action:

• change the opening Tradenext Price of the open position;

• change the agreed execution price of the Order;

• close any open position and cancel any Order;

• open a new trade or Order in the relevant Market. This might be necessary in the case of a rights issue, if you have a short position in the relevant Market;

• make an appropriate credit or debit to your Account.

When exercising the rights in the above five bullet points:

• We will act reasonably and in good faith, taking into account the nature of the Corporate Action that has occurred, in order to endeavour to preserve the economic value of the relevant trade or Order;

• adjustments in relation to dividends will be dealt with as provided in clauses 31.3 to 31.6;

• We can exercise the rights with or without notice depending on the nature of the Corporate Action concerned. If We exercise before We have given notice, We will inform you as soon as reasonably practicable that We have done so.

31.3 If a dividend adjustment applies to an equity or index to which your trade relates and your trade was open at the close of Our business on the last of Our trading days (for that equity or index) prior to the relevant ex-dividend date We will apply a dividend adjustment in accordance with clauses 31.4 to 31.6 (inclusive).

31.4 In the case of trades relating to individual equities the dividend adjustment (referred to in clause 31.3) will be applied as follows:

• clients holding long individual CFD s or FSB positions will be credited an ex-dividend adjustment net of the tax requirements of the relevant tax authority as determined by Tradenext acting reasonably. Rates of adjustments are set out in the Market Information Sheets;

• clients holding short individual equity CFDs or FSB positions will be debited an ex-dividend adjustment net of the tax requirements of the relevant tax authority as determined by Tradenext acting reasonably. Rates of adjustments are set out in the Market Information Sheets.

31.5 In the case of adjustments to index trades, the rate of adjustment will be determined by Tradenext acting reasonably, taking into account, for example, the weighting of the companies concerned. Please refer to the Market Information Sheets for details of how these adjustments are calculated for index trades. Adjustments are applied as follows:

• Buy trades are credited with the relevant adjustment.

• Sell trades are debited the relevant adjustments.

31.6 We may (acting reasonably) terminate or vary the dividend adjustment depending on changes in law, the Regulatory System, rates of tax and in particular the withholding tax requirements of the relevant tax authority.

32. Market Abuse

32.1 Tradenext will frequently hedge its liability to you by opening analogous positions with other institutions. A consequence of Tradenext doing so is that if your trades and/or Orders relate to Underlying shares, your trades and/or Orders can through Our hedging exert a distorting influence on the Underlying, in addition to any impact on Tradenext Prices. This creates a possibility of market abuse and the function of this clause 32 is to prevent such abuse and to enable Us to take appropriate action as referred to in clause 32.3.

32.2 You represent and warrant to Us and agree that each such representation and warranty is deemed repeated each time you open and close a trade and each time you place and cancel an Order that:

• you will not place and have not placed any trade and/or Order with Us or otherwise (when you deal with us) behaved nor will you behave in a manner that would amount to market abuse and/or market manipulation by you (or by you acting jointly or in collusion with another person).

For the purpose of assessing whether you have done so, you may (where relevant) be deemed to have dealt directly in the Underlying to which your trade and/or Order relates. For your information, market abuse means as specified by section 118 of FSMA. Further information can be obtained from the FCA website at www. fca.gov.uk.

• you will not place and have not placed a trade and/or Order that contravenes any primary or secondary legislation or other law or regulatory rules including in relation to insider dealing. For the purposes of this clause you agree that We may proceed on the basis that when you open or close a trade and/or place an Order with Us relating to a share/equity you may be treated as if you were dealing in securities within the meaning of Part V of the Criminal Justice Act 1993.

32.3 In the event that (i) you place any trade and/or Order in breach of any of the representations and warranties given in clause 32.2 or (ii) We have grounds for suspecting that you have done so, We may in Our absolute discretion (and with or without giving notice to you) and without being under any obligation to inform you of Our reason for doing so, close that trade and/or Order and any other trades and/or Orders that you may have open at that time and also in Our absolute discretion:

• enforce the trade or trades against you if it is a trade or trades under which you have made losses; and

• treat all your trades closed under this clause as void if they are trades under which you have made profits, unless and until you produce conclusive evidence that you in fact have not committed the breach of warranty and/or misrepresentation as referred to in clause 32.2. If you do not produce such evidence within the period of six months from the date of closure under this clause 32.3, all such trades will be finally null and void as between us.

Trades closed under clause 32.3 will be closed at the Tradenext Price.

32.4 You acknowledge that We will not transfer voting rights relating to an Underlying share/equity to you or otherwise allow you to influence the exercise of voting rights held by Us or on Our behalf.

32.5 You acknowledge that CFDs and FSBs are speculative instruments and you agree that you will not enter into any CFDs or FSB trades with Us in connection with any corporate finance style activity.

32.6 We are entitled to report to any relevant regulatory authority any trade, Order or other transaction undertaken by you which may constitute a breach by you of this clause 32.

32.7 The exercise by Tradenext of any of its rights under this clause 32 in respect of any trade and/or Order shall not affect any other right of Tradenext (under the Terms or at law) whether in respect of that trade and/or Order or any other trade and/or Order.

33. Representations and Warranties

33.1 You make the following representations and warranties to Us when you submit your Application Form, enter into the Terms and each time you place a trade or Order, or give any other instructions:

• that you have full capacity and authority to do so;

• that in doing so you are in full compliance with all laws and the Regulatory System;

• that you are acting in person or (if you are not a natural person) by someone duly authorised to act for you;

• that all the information you have provided to us, both in your Application Form and otherwise, is true accurate and complete in all material respects;

• that you signed your Application Form or (if you are not a natural person) someone signed it who was duly authorised to do so;

• that you agree to the Terms, the Risk Warning Notice and the Order Execution Policy;

• that the Terms bind you; and

• that you act as principal.

34. Alteration of Terms

34.1 In addition to the rights We have reserved elsewhere in the Terms to make changes (including clause 34.2), We can from time to time alter or replace the Terms in whole or in part (including the Market Information Sheets) by at least 14 days written notice to you. We can also change the Order Execution Policy by at least 14 days written notice to you. We will only make changes under this clause 34.1 for the following reasons:

• to take account of changes in Our business (actual or prospective), costs of dealing with you, costs and overheads incurred by Us and/or other relevant circumstances such as Underlying and/or Market conditions;

• to take account of changes in tax laws and/or rates of tax;

• to take account of changes in the law and/or Regulatory System.

34.2 In addition to the rights We have reserved elsewhere in the Terms to make changes (including clause 34.1), We can from time to time alter or replace the Terms in whole or in part (including the Market Information Sheets) by at least 60 days written notice to you. We can also change the Order Execution Policy by at least 60 days written notice to you.

34.3 The changes:

• will apply (including to all open positions and unfilled Orders) as at and after the effective date of the change;

• will not apply at all if you give Us notice in writing that you object to the changes, within 10 Business Days of the date We give you notice of the proposed change. However, in this case you will be required to close your Account as soon as reasonably practicable and you will only be permitted to trade and/or place Orders in order to do so. In addition, We can exercise all the rights in clause 21 to close your Account (including closing all open positions and cancelling all Orders).

34.4 Note that a notice under clause 34 (and elsewhere in these Terms) can be given by email.

35. Communications

35.1 These Terms will be supplied to you in English and We will communicate with you in English.

35.2 You can only open and close trades, place and cancel Orders and otherwise give instructions in relation to your trades via the Trading Platform or by telephone. You cannot use any of the other methods referred to in this clause 35 to do so.

35.3 When We refer to serving a notice (including a written notice) on you under these Terms, that can be done by any of the methods referred to in clauses 35.6 and 35.7. However, written notices exclude the methods in the 1st row in the table in clause 35.6 and the 1st row in the table in clause 35.7.

35.4 Clauses 35.6 and 35.7 set out the methods by which We can both serve notices on each other. Note that We can use any of these methods to make a Maintenance Margin Call or other request for payment. If more than one method is used, the notice will be regarded as served at the earliest time referred to in clauses 35.6 and 35.7.

35.5 The following apply in relation to the service of notices by each of us: -

• We must send notices to you to your last known home or e-mail address, place of work, fax, telephone or pager number. In addition, We can serve notices by the other methods referred to in clauses 35.6 and 35.7 including via the Trading Platform;

• you must send notices to Customer Services. Please use Our telephone number, postal address, email address or fax number as set out on Our Website.

35.6 Subject to clause 35.2 We can both serve notices on each other under these Terms by any of the methods set out in the 1st column of the table below; the time at which those notices will be effective is set out in the 2nd column, opposite:

35.7 Tradecrowd can also serve a notice on you by any of the methods referred to in the 1st column of the table below; the time at which that notice will be effective is set out in the 2nd column, opposite:

35.8 We are entitled to record all Our telephone conversations with you and you specifically agree to this. We also maintain a log of all your dealings with Us via the Trading Platform or any other electronic medium. All these recordings and logs will be Our property and We may use them in the case of a dispute. We will also keep a copy of your Application Form and the Terms.

36. Termination

36.1 These Terms came into force on the day We allocated you an Account number. The Terms continue after that time (with no minimum duration) subject to:

• termination as provided in these Terms;

• cancellation by you giving Us written notice of cancellation (and closure of your Account) within 14 days of the date We allocate you an Account number (you should send that notice to Customer Services in accordance with clause 35.5). If you do not cancel, the Terms will continue but you still have a separate and independent right to terminate as mentioned below;

• termination by you giving Us a written notice to close your Account;

• termination by Us giving you not less than 3 months written notice that We will close your Account.

36.2 If any notice (including under clause 36.1) is given to cancel or terminate these Terms or to close your Account, you will only be able to deal insofar as necessary to close your Account. In particular you will not be able to place any new trades or Orders nor to give any other instruction, except insofar as necessary to close a trade or to cancel an Order in place before the notice of cancellation or termination was given. For example, you will not be entitled to place a closing trade or any Order in such a size that would result in a new trade being opened.

36.3 Cancellation or termination of these Terms and the closure of your Account will not affect: -

• any rights, obligations or liabilities that have arisen on or prior to cancellation, termination or closure including in relation to any open position or Orders. This means, in particular, that We will both continue to be liable to pay each other amounts payable;

• any provision of these Terms which expressly or by implication is intended to survive cancellation, termination or closure – for example to deal with closing open positions or to calculate amounts payable (and these Terms will apply in order to effect a closure of your Account, subject to clause 36.2).

37. Limitation and Liability

37.1 Nothing in these Terms will exclude or limit:

• Our liability to pay you amounts We owe you under these Terms (subject in particular to Our rights under these Terms including clauses 15 and 25;

• Our liability to you for Our fraud, fraudulent misinterpretation, wilful default or negligence;

• Our liability to you for death or personal injury arising out of Our negligence;

• any liability or duty We have to you under the Regulatory System, unless We are permitted to do so by the Regulatory System and have expressly excluded or limited such liability or duty in accordance with the Regulatory System.

37.2 Subject to clause 37.1 We shall not be liable to you for any losses costs claims damages or expenses which are not reasonably foreseeable. In addition and subject to clause 37.1, We are not liable for the following whether or not reasonably foreseeable:

• loss of profit;

• loss of opportunity (for example in relation to subsequent Market movements);

• loss of goodwill or reputation.

The above applies howsoever and whenever the relevant loss arose and applies in particular to any such loss arising as a result of:

• the exercise of any of Our rights under the Terms, law and/or the Regulatory System;

• an Event Outside Our Control;

• a Corporate Action;

• an Insolvency Event;

• Manifest Error;

• a Market Disruption Event;

• any trades you make (or Orders you place) or refrain from making (or placing) with Us or any other person;

• the Website and/or the Trading Platform being inaccessible and/or useable in whole or in part (including you being unable to place a trade or Order or give any other instructions) for any reason including by reason of an Event Outside Our Control and/or by reason of any maintenance, upgrades, developments or the like;

• you being unable to communicate with Us for any reason, for example due to failure of internet, telephone or any other communication system;

• the unauthorised access by any person to the Trading Platform or the corruption of data sent to or by Us or any unauthorised access to or dealings on your Account (by Trading Platform, telephone or otherwise) (subject to clause 6.7).

37.3 Subject to clause 37.1 We shall not be liable to you for any losses costs claims damages or expenses which are reasonably foreseeable as a result of:

• the exercise of any of Our rights under the Terms, law and/or the Regulatory System;

• an Event Outside Our Control;

• Manifest Error;

• a Corporate Action;

• an Insolvency Event;

• a Market Disruption Event;

• any trades you make (or Orders you place) or refrain from making (or placing) with Us or any other person;

• the Website and/or the Trading Platform being inaccessible and/or unusable in whole or in part (including you being unable to place a trade or Order or give any other instructions) for any reason including by reason of an Event Outside Our Control and/or by reason of any maintenance, upgrades developments or the like, provided that We have (in the case of an Event Outside Our Control where reasonably practicable and in the case of maintenance upgrades developments or the like) used Our reasonable endeavours to make the same accessible and usable within a timescale that is reasonable in the circumstances;

• you being unable to communicate with Us for any reason, for example due to failure of internet, telephone or any other communication system;

• the unauthorised access by any person to the Trading Platform or the corruption of data sent to or by Us or any unauthorised access to or dealings on your Account (by the Trading Platform, telephone or otherwise) (subject to clause 6.7).

37.4 We do not have insurance in respect of the loss referred to in clauses 37.2 or 37.3. When agreeing to deal with you on these Terms and in particular when We establish Our Spreads, Tradenext Prices and other amounts payable We do so on the basis that the exclusions and limitations in this clause 37 are reasonable, valid and enforceable.

37.5 If the limitations and exclusions in this clause 37 are not acceptable to you, you should not deal with Us and should close any Account you may have opened.

38. Waiver etc.

38.1 If you or We delay in exercising or fail to exercise any right or remedy, that will not be a waiver of that (or any other) right or remedy. Also it will not prevent any future exercise of that right or remedy.

38.2 No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of that right or remedy.

38.3 A waiver or consent only applies in the circumstances for which it was given and does not prevent the party who gave that waiver or consent from subsequently requiring compliance with any provision it has waived or in respect of which it consented to non-compliance.

38.4 If you or We waive a particular breach, that will not be a waiver of any other breach and will not affect any other Terms.

38.5 We can in particular waive or relax any of the obligations you owe to us, for example in relation to minimum and maximum trade sizes, Initial Margin and Maintenance Margin. However if We do this We can subsequently require full compliance with the relevant obligation.

38.6 If either of Us agrees any release, postponement or settlement of any liability of the other owed to it, that will not affect or prejudice any of the other liabilities owed to it or its other rights.

39. Cumulative Rights

39.1 Tradenext has absolute discretion in the exercise of its rights. No right or remedy under these Terms excludes any other right or remedy at law or otherwise.

40. Severance

40.1 If a Court (or any other body having power to do so) decides that any part of the Terms (including a clause or part of a clause) is invalid, that will not affect the rest of the Terms.

41. Rights of Third Parties

41.1 The Associated Companies of Tradenext can enforce these Terms. The successors and assignees of Tradenext will be deemed to be parties to these Terms and able to enforce them.

41.2 Except as provided in clause 41.1 no provision of these Terms shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party, but this does not affect any right or remedy of a third party which exists or is available apart from under that Act.

41.3 Notwithstanding that any provision of these Terms may be or become enforceable by a person who is not a party to it, these Terms or any of them may be varied, amended or modified, or these Terms may be suspended, cancelled or terminated by agreement in writing between Tradenext and you or as otherwise provided in these Terms or rescinded, in each case without the consent of any such third party.

42. Assignment

42.1 Provided that in doing so Tradenext complies with the Regulatory System, it can assign, transfer, charge, sub-contract or deal in any manner (in whole or in part) with its rights and/or liabilities under these Terms.

42.2 You cannot assign, transfer, charge, sub-contract or deal in any manner (in whole or in part) with your rights and/or liabilities under these Terms.

43. Whole Agreement

43.1 The Terms set out everything that has been agreed between Us in relation to your Account.

43.2 The Terms replace all previoUs terms and conditions and market information sheets.

43.3 Nothing (apart from the Terms) is part of the contract between Us unless We have specifically agreed in writing that it is binding between us.

43.4 All other terms, conditions and warranties implied by statute or common law are excluded to the fullest extent permitted by law.

44. Definitions

44.1 The following expressions have the meanings as set out below:

“Account” an account with Us for CFDs, FSB and forex trading. Each reference to “Account” shall be construed as a separate reference to each such account you have with us. All Accounts have separate account numbers.

“Agent” a person We have agreed with you who can operate your Account. Any such person will need to execute documentation as required by Us to comply with the Regulatory Rules.

“Application Form” Our application form in relation to opening an Account.

“Associated Company” a company that is a subsidiary or holding company of Tradenext, as defined in Section 1159, Companies Act 2006.

“Base Currency” the currency We agree with you, when We open your Account; this will be US Dollars, Euros or GB Pounds Sterling.

“Business Day” any day other than a Saturday, Sunday or English public holiday.

“Buy Limit Order” as defined in the 1st bullet point of clause 13.5.

“Buy Stop Order” as defined in the 4th bullet point of clause 13.5.

“Cash” the balance of your Account after all credits and debits have been made (for example commission, financing charge, credits and debits in respect of open or closed positions but not Open Position P&L.

“Client Money Rules” the provisions of the FCA’s Client Assets Sourcebook relating to client money for firms carrying out MiFID business.

“Client”, “you” and “your” a person who has an Account with us.

“COBS” the Conduct of Business Sourcebook of the FCA.

“Complaints and Disputes Policy” the document of that name to be found on the Website.

“Corporate Action” any of the following in relation to the issuer of a share/equity:

• reduction of share/equity capital, including any acquisition and/ or cancellation of own shares/equities;

• any rights scrip bonUs capitalisation or other issue or offer of shares/equities of whatsoever nature or the issue of warrants options or the like giving rights to subscribe for shares/equity;

• any amalgamation or reconstruction affecting the shares/equities concerned (including any sub-division, consolidation or re-classification);

• any distribution of cash or shares (such as a dividend);

• a take-over or merger offer;

• any other event which in Our opinion (acting reasonably) has a diluting or concentrating effect on the market value of the Underlying.

“Current Position” the total of the following:

• Total Account Equity;

• less Total Initial Margin.

“Customer Services” Our customer services team.

“DPA” the Data Protection Act 1998.

“Event Outside Our Control” any cause that prevents Us performing and/or delays Our performance of any or all of Our obligations under these Terms which arises from or is

attributable to acts events omissions or accidents beyond Our reasonable

control including:

• strikes, lock-outs or other industrial disputes, failure of a utility service or transport network, breakdown, failure or interruption of power supply or any electronic, communication, transmission or information system, accident, breakdown of equipment, plant or machinery, act of God, fire, flood, storm or default of subcontractors or suppliers;

• war, civil war, armed conflict, terrorist attack, riot, civil commotion, malicioUs damage, nuclear, chemical or biological contamination, sonic boom;

• failure or delay of any third party in the performance of its obligations to us;

• compliance with law and/or the Regulatory System;

• any that prevent Us maintaining an orderly Market;

• an emergency or exceptional condition in relation to the Underlying;

• the abandonment or failure of any event upon which We base, or to which We may relate, Tradenext Prices, or the imposition of limits or special or unusual terms on any such event.

“Eligible Counterparty” a person classified by Us as an eligible counterparty under the rules of the FCA.

“Order Execution Policy” Tradenext’s Order Execution Policy, as amended and/or replaced from time to time.

“the FCA” the Financial Conduct Authority and any successor.

“FSMA” the Financial Services and Markets Act 2000.

“General Terms” these terms and conditions as amended and/or replaced from time to time.

“GTC” or “Good Till Cancelled” see clause 13.3.

“IM Factor” the percentage or multiplier (specified by Tradenext in its absolute discretion) in relation to each Market.

“Initial Margin” funds required by Us in order for you to open (and maintain) a trade calculated in accordance with clauses 10.1 to 10.4.

“Insolvency Event” the occurrence of any of the following in relation to you:

• an order or resolution for winding up, dissolution, administration or bankruptcy; appointment of an administrator, receiver, administrative receiver, manager, liquidator or like officer;

• an encumbrancer takes possession of or sells all or part of your business or assets;

• any arrangement or composition with creditors or any application to Court for protection from creditors;

• you are or become unable to pay your debts as they fall due;

• anything analogoUs to the above under any jurisdiction.

In the case of a Client who is a partnership, if any of the above happen to any partner (in that partnership), an Insolvency Event will be deemed to have occurred in relation to that Client.

“Limit Order” a Buy Limit Order or a Sell Limit Order.

“Maintenance Margin” an amount you have to pay Us calculated in accordance with clause 10.8. Maintenance Margin is not the same as Initial Margin.

“Maintenance Margin Call” a request for payment of Maintenance Margin as referred to in clauses 10.14 and 10.15.

“Manifest Error” any manifest, obvioUs or palpable error or omission by Us or any third party. Examples include: wrong price (compared to prevailing prices in the Market and/or Underlying), month, expiry date or Market; any error or omission in any third party information such as an official result or pronunciation.

“Margin Percentage” a percentage calculated in accordance with the following formula: (Total Account Equity divided by Total Initial Margin) multiplied by 100%.

“Marked to Market” the value of an open position calculated at the current Tradenext Price.

“Market Disruption Event” any of the following events:

• if a third party (e.g. an exchange) having power to do so exercises any of the following rights in relation to the Underlying:

—cancellation of any trades;

—suspension, closure or limitation of trading (e.g. because price movements exceed permitted limits);

—imposition of limits or special or unusual terms on trading;

• an unusual movement in the level of, or the unusual loss of liquidity in respect of, the Underlying on which Tradenext Prices are based or Our reasonable anticipation of the occurrence of the same;

• the occurrence of any other event which causes a material disruption in respect of the Underlying on which Tradenext Prices are based.

“Market Information Sheets” Our CFDs, FSB and forex market information sheets as amended and/or replaced from time to time in accordance with the Terms. The Market

Information Sheets are available on the Trading Platform and on the Website.

“Markets” the markets from time to time made available by Tradenext for CFDs and FSB trading and/or forex trading and “Market” means any one of those markets.

“MiFID” the Markets in Financial Instruments Directive 2004/39/EC.

“NMS” Normal Market Size as defined by the London Stock Exchange Plc rules from time to time.

“Open Position P&L” the total value of all open positions on your Account, Marked to Market.

“Order” as defined in clause 13.1.

“Our Quote” see clause 13.4.

“Parent and Contingent Order” see the 7th bullet point of clause 13.5.

“Professional Client” a person classified by Us as a professional client under the rules of the FCA.

“Regulatory System” the arrangements for regulating Tradenext under FSMA, including the rules of the FCA.

“Retail Client” a person classified by Us as a retail client under the rules of the FCA.

“Risk Warning Notice” a notice listing some of the risks involved in CFDs, FSB and forex trading (but not all).

“Sell Limit Order” as defined in the 2nd bullet point of clause 13.5.

“Sell Stop Order” as defined in the 5th bullet point of clause 13.5.

“Spread” for each Market the difference between the Tradenext Ask Price and the Tradenext Bid Price for that Market.

“Stop Order” a Buy Stop Order or a Sell Stop Order.

“the Terms” the contract between you and Tradenext comprising the following:

• the General Terms (including any specifications and rules referred to in clause 6.4); and

• the Market Information Sheets.

“Total Account Equity” the sum of the following:

• Cash;

• plus any positive Open Position P&L;

• less any negative Open Position P&L;

• plus any financing charge payable by Us to you that has not yet been credited to your Account;

• less any financing charge and commission payable by you to Us that has not yet been debited to your Account.

“Total Initial Margin” the total of all Initial Margin in respect of all open positions on your Account.

“Trade Funds Available” Total Account Equity less Total Initial Margin.

“Trading Desk” Our trading desk.

“Trading Platform” the electronic dealing system We make available to you via the internet, to facilitate trading in CFDs, FSB and/or forex;

“ Tradenext Ask Price” the higher of two prices set by Tradenext for the same Market. This is

sometimes referred to as a buy, ask or offer price.

“ Tradenext” “We” “Us” and “Our” Tradenext Limited (no. 7193407).

“ Tradenext Bid Price” the lower of two prices set by Tradenext for the same Market. This is sometimes referred to as a sell or bid price.

“ Tradenext Price” the Tradenext Bid Price or the Tradenext Ask Price, as the context requires.

“ Tradenext Quote” see clause 13.4.

“Trailing Stop” see the 8th bullet point of clause 13.5.

“Underlying” the underlying market on which Our Market is based.

“Website” the Tradecrowd website, currently at www.tradecrowd.com but which may in future be located at this and any other URLs which bear the Tradecrowd brand.

44.2 When construing these Terms (and subject to the context):

• ignore clause headings; they are for convenience only;

• words in the singular include the plural and vice versa; use of any gender includes the other genders;

• any reference to “persons” includes natural persons, firms, partnerships, companies, corporations, associations, organisations, governments, states, foundations and trusts (in each case whether or not having separate legal personality);

• any reference to a statute, the Regulatory System or any subordinate legislation refers to it as amended, replaced and in force from time to time;

• if We use the expression “including”, “include”, “in particular”, “for example” or the letters “e.g.” or anything similar, that means that the words following are given by way of example only and do not limit words preceding those expressions;

• “trade” (and analogoUs expressions) include references to opening or closing a position, placing or cancelling an Order and the execution of an Order;

• when We refer to giving you “written” notice, that notice may be given on paper and by any electronic means, including by e-mail, by publication on the Website or by sending it via the Trading Platform;

• unless otherwise stated, all times stated refer to UK time;

• unless otherwise stated a reference to a clause is to a clause reference in the General Terms.

44.3 In the case of any conflict between the documents that constitute the Terms, the following shall be the order of priority:-

• first, the General Terms; and

• second, the Market Information Sheets.

45. Law and Jurisdiction

45.1 Our relations prior to the establishment of any contract between us, all trades and these Terms shall be governed by and construed in accordance with the laws of England.

45.2 Except for the right of Tradecrowd below, the courts of England & Wales will have exclusive jurisdiction over any claim or matter arising under or in connection with these Terms and the legal relationships established by these Terms. Nothing in this clause shall limit the right of Tradecrowd to take proceedings against the Client in any other court of competent jurisdiction, nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether concurrently or not, to the extent permitted by the law of such other jurisdictions.

45.3 You irrevocably consent to any process in any legal action or proceedings arising out of or in connection with these Terms being served on you by post in accordance with clause 35. Nothing in these Terms will affect the right of either party to serve process in any other manner permitted by law.

46. Regulation of Tradenext and Tradecrowd

46.1 Tradenext Limited’s main business is the provision of CFDs, FSB and forex products and services. Its registered office is 3 Copthall Avenue, London EC2R 7BH and its registered number is 7193407. Tradenext Limited is registered with the Financial Conduct Authority (FCA) under Firm Reference Number 573464. Tradecrowd Technology Limited is an Appointed Representative of Tradenext Limited under Firm Reference Number 607527.