1   Introduction

1.1 Mega Equity Securities and Financial Services Public Limited, operating through the brand name of Mega FX, is a financial services company incorporated and registered under the Laws of the Republic of Cyprus under Registration Number HE107394, having its registered office at 42-44 Griva Digenis, 3rd floor, 1080 Nicosia, Cyprus, having been granted a license from by the Cyprus Securities & Exchange Commission (CySEC) (licence no. 011/03), Member of the Cyprus Stock Exchange / Member of the Athens Stock Exchange / Member of the Athens Derivatives Exchange / Member of X-NET Market, to provide the Investment Services covered in this agreement, wishes to provide Investment Services through its highly developed electronic system via Internet (“the Company”).

2   Scope of the Terms and Conditions

2.1   These present Terms and Conditions for the Services offered by the Company (“the Terms and Conditions”) shall govern all the actions related to the execution of the Client’s orders.

2.2   The Terms and Conditions are non-negotiable and overwrite any other agreements, expressed or implied unless if the Company determines, in its sole discretion, that the context requires otherwise..

2.3   THE COMPANY WILL OFFER SERVICES STRICTLY UNDER THE FOLLOWING TERMS AND CONDITIONS, WHICH ARE NON – NEGOTIABLE AND WILL BE AMENDED ONLY WITH PROPER NOTICE TO THE COUNTER PARTY (hereinafter called “the Client”) BY COMPANY ALONE AND UNDER THE PROVISIONS OF CLAUSE 15 BELOW

3   Acknowledgement

3.1   The Client has read, understood and unconditionally accepted all information loaded on the Company‘s official website www.megaequity.com (hereinafter called “MEGA EQUITY website”) clearly and publicly stated, available to all Clients under Documentation. The Company reserves the right to register and operate other relevant domains (websites) for marketing and promotional purposes to specific countries, which contain information and disclosures to clients and prospective clients in any language other than the English language.

3.2   The Client unconditionally accepts and understands that the Company‘s official language is the English language and should always read and refer to the MEGA EQUITY website for all information and disclosures about the Company and its activities.

3.3   The Client by completing the ‘OPEN LIVE ACCOUNT FORM (Trading Account Application)’ form, available on the Company’s MEGA EQUITY website, unconditionally accepts the present Terms and Conditions.

3.4   As per Clause 3.3 and 15.1, the Client enters into a legally binding agreement with the Company, as any agreement between the Company and its clients and the procedure to be followed, is governed by the Distance Marketing of Consumer Financial Services Law N.242(I)/2004 implementing the EU directive 2002/65/EC, as amended from time to time, under which signing the Agreement is not required and the Agreement has the same judicial power and establishes the same rights and duties and responsibilities as a regular agreement signed between both parties.

3.5   In case a Client wishes to have a printed Agreement, duly signed and stamped by the Company, the Client must send two (2) signed copies of the Agreement to the Company, stating the Client’s postal address and a copy will be sent back to that address.

4   Right of Withdrawal in relation to client orders

4.1 The Client has the right to withdraw and cancel an order, either entered by the client or sent by the client to the CIF without any penalty, at any time before the order is executed.

4.2 Where the order has been executed, taking into account that investment services have been provided in relation to financial instruments whose price depends on fluctuations in the financial market outside the CIF’s control, the Client has no right of withdrawal even if the order was entered or sent and executed via means of distance communication, in line with the relevant provisions of the Distance Marketing of Consumer Financial Services Law of 2004.

5  Termination of an Investment Services Agreement which has been concluded by means of distance communication

5.1 Retail Clients and Clients that are treated as Professionals on request, who have concluded an Investment Services Agreement by means of distance communication have a right of withdrawal and termination of the Agreement for a period of 14 calendar days from the date of the conclusion of the Agreement (‘withdrawal period’) without incurring any penalty and without providing any reason, through the provision of a notification on a durable medium before the expiry of the said withdrawal period.

5.2 It is understood that the right of withdrawal does not invalidate any client orders which have been executed before the termination of the Agreement, whether they have been executed through the provision of the services of reception, transmission and execution of client orders services, or they have been executed in the context of the investment service of portfolio management. In this case, the Client will be charged with the corresponding fees regarding the orders that have been executed before the termination of the Agreement within the withdrawal period.

5.3 In case that a CIF charges the client with regards to the termination of the Investment Services Agreement after the withdrawal period of 14 calendar days (due to the fact that, for example, the CIF has spent work-hours performing client due diligence and had no or minimal income from the client), the following information in relation to the termination fees should be included in the Investment Services Agreement:

(i) In case the Client completed the registration process (client onboarding), has not deposited any funds in the account and has terminated the Agreement and the CIF charges fees, these should be indicated (eg € 100 for a legal entity, € 15 for a natural person).

ii) In case the Client has completed the registration process (client onboarding), has deposited a certain amount in his account but did not proceed with any transaction and has terminated the Agreement, and the CIF charges fees, these should be indicated (e.g. € 100 for a legal entity, € 15 for a natural person).

(iii) In case the Client has completed the registration process (client onboarding), has deposited a certain amount in his account and made a small transaction or transactions which, in terms of income to the CIF, do not cover the cost of client due diligence and the client has terminated the Agreement, and the CIF imposes charges, these should be indicated (eg € 100 for a legal entity, € 15 for a natural person in cases where the total value of the Client’s transactions until the termination of the Agreement was less than € 1,000).

6   Definitions – Interpretations

‘Ask’shall mean the buying price of a financial instrument;

‘Access Codes’shall mean the username and password given by the Company to the Client for accessing the Company‘s electronic systems;

‘Agreement’this present document is to be construed as one document constituting the terms and conditions on and subject to which the Parties have agreed together with the Legal Documentation as this can be found on the website available on the Company’s MEGA EQUITY website;

‘Balance’Shall mean the sum on Trading Account of the Client after the last transaction made within any period of time; PROfit platform: deposits minus withdrawals plus credit and realized profit & loss. MetaTrader Platform: deposits minus withdrawals and realized profit & loss (not including Credit);

‘Balance Currency’shall mean the monetary unit in which trading account‘s all balances, commission fees and payments are nominated and calculated;

‘Base Currency’shall mean the first currency in currency pair;

‘Bid’shall mean the selling price of a Financial Instrument;

‘CFD Contract’shall mean the contracts for Differences on spot FOREX, stocks, equity indexes, precious metals or any other commodities available for trading;

‘Client’shall mean any natural or legal person who agrees to the present Terms and Conditions;

‘Client’s Trading Account’Shall mean the special personal account for internal calculation and customer deposits, opened by the Company in the name of the Client. The Terms and Conditions for the services offered by the Company may use the word trading account or client account interchangeably, which all have the same meaning and apply to all such trading accounts held under the name of the Client;

‘Close Position’shall mean the deal of purchase (sale) covered by the opposite sale (purchase) of the contract;

‘Contract Specifications’shall mean each lot size or each type of the financial instruments offered by the Company as well as all necessary trading information concerning Page 5 of 26 spreads, margin requirements etc., as determined in the Company‘s MEGA EQUITY website;

‘Equity’shall mean the provided part of the Client‘s trading account including open positions which are tied to the balance and floating (Profit/Loss) by the following formula: Balance + Profit – Loss. These are the funds on the Client‘s sub – account reduced by the current loss on the open positions and increased by the current profit on the open positions;

‘Financial Instruments’shall mean the CFD Contracts available for trading and other derivative contracts;

‘Floating Profit/Loss’shall mean the unrealized profit (loss) of open positions at current prices of the underlying currencies, contracts or stocks, equity indexes, precious metals or any other commodities available for trading;

‘Free Margin’shall mean the funds not used as the guarantee to open positions, calculated as : Free Margin = Equity – Margin;

‘Inactive Trading Account’shall mean any Client’s trading account In which the Client did not open any position(s) and/or close any position(s) and/or kept on hold any open position(s) for a period of six (6) months;

‘Lot’shall mean a unit measuring the transaction amount, equaling to 100.000 of base currency (i.e. 1 lot = 100.000 of base currency in the case of a CFD on currency pairs);

‘Margin’shall mean the necessary guarantee funds to open positions, as determined in the contract specification;

‘Margin Level’shall mean the index characterizing the account, calculated as: Equity/Margin;

‘Open Position’shall mean the deal of purchase (sale) not covered by the opposite sale (purchase) of the contract;

‘Operating (Trading) Time of the Company’Shall mean the period of time within a business week, where the trading terminal of the Company provides the opportunity of trading operations with financial instruments. The Company reserves the right to alter this period of time as fit, upon notification to the Company’s MEGA EQUITY website;

‘Order’shall mean the request for the transaction execution;

‘Pending Order’shall mean either a buy stop or sell stop or buy limit or sell limit order;

‘Scalping Trades’shall mean any and all trades which have been closed within the two (2) minute limit and/or the opening of a similar “opposite” trade within the 2 minute limit;

‘Spread’shall mean the difference between the purchase price Ask (rate) and the sale price Bid (rate) of the financial instruments at the same moment;

‘Stop’out level – such condition of account when the open positions are forcedly closed by the Company at current prices;

‘Stop Loss’shall mean a pending order that is attached to an open position or another pending order for closing the position, usually with a loss;

‘Take Profit’shall mean any pending order that is attached to an open position or another pending order for closing the position, usually with a profit;

‘Trading Account’shall mean the account provided by the Company, with a unique number, maintained by a client, for the purposes of trading financial instruments through the Company’s platform(s);

‘Transaction’shall mean any type of transaction effected in the Client‘s trading account(s) including but not limited to Deposit, Withdrawal, Open Trades, Closed Trades, Transfers between other accounts which belong to the Client or an authorized representative.

7   Provision of Services

7.1   The Investment Services to be provided by the Company to the Client are the following:

7.2   The Client acknowledges that the Investment Services do not include under any circumstances the provision of any kind investment advice implied or expressed, verbal or written. Any investment information as may be announced by the Company to the Client, does not constitute investment advice but aims only to assist the Client in his/hers investment decision making. No information provided by the Company shall be deemed as an assurance or guarantee on the expected results of any transaction.

7.3   The Client agrees and acknowledges that he/she is solely responsible for any investment strategy, transaction or investment, composition of any account and taxation consequences and he/she shall not rely, for this purpose on the Company. It is also understood and accepted by the Client that the Company shall bear absolutely no responsibility, regardless of the circumstances, for any such investment strategy, transaction, investment or information.

7.4   The Client is informed that for any orders placed with the Company for the financial instruments offered by the Company, the Company acts as an Agent and not as a Principal on the Client‘s behalf. The sole Execution Venue for the execution of the Client‘s orders is Depaho Ltd, an Investment Firm registered under the Cyprus Securities and Exchange Commission (license No. 161/11).

7.5   The Company‘s operation time: round – the – clock from Sunday 22.00.01 GMT (Greenwich Mean Time) through Friday 23.00.00 GMT (Greenwich Mean Time). Non-working periods: from Friday 23.00.01 (Greenwich Mean Time) through Sunday 22.00.00 (Greenwich Mean Time). Holidays will be announced through the MEGA EQUITY website of the Company.

7.6   By accepting these present Terms and Conditions, the Client is accepting that he/she has read and understood and unconditionally accepted all the information provided under the title “Order Execution Policy”, as this information is loaded on the Company‘s MEGA EQUITY website which is public and available to all Clients.

8   Client Categorisation

8.1   The Client shall be subject to the rules of professional conduct which govern the Company‘s relationship with Retail Client. Where, the Client wishes to be governed by the Company‘s Regulations for Professional Client or Eligible Counterparty, then the Client must inform the Company in writing, clearly stating such a wish. The final decision for the changing or not of Client‘s classification will be at the sole discretion of the Company.

8.2   The Client is bound by the method of categorization as this method is explained thoroughly in the Company‘s MEGA EQUITY website under the title “Client Categorisation” and by accepting these present Terms and Conditions, the Client accepts application of such method.

9   Assurances, Guarantees and Coverage

9.1   The Client declares, affirms and guarantees that:

1. Whatever money handed over to the Company, it is agreed that it belongs exclusively to the Client, free of any lien, charge, pledge and/or any other encumbrance, being no direct or indirect proceeds of any illegal act or omission or product of any criminal activity.
2. The Client acts for himself/herself and not as a representative or a trustee of any third person, unless he/she has produced, to the satisfaction of the Company, a document and/or power of attorney enabling him/her to act as representative and/or trustee of any third person;
3. The Client understands, accepts and agrees that the Company reserves the right to refund/return to the remitter (or beneficial owner) any amounts received under sections (i) and (ii) of this clause, having sufficient proof that these amounts are direct or indirect proceeds of any illegal act and/or omission and/or product of any criminal activity and/or belong to a third party and the Client has not produced sufficient excuse and/or explanations for that event, and consents that the Company may reverse all and any types of previous transactions performed by the Client in any of his/her trading accounts and terminate the Agreement under Clause 16.4. The Company reserves the right to take all and any legal actions against the Client to cover itself upon such an event and claim any damages caused directly or indirectly to the Company by the Client as a result of such an event.
4. The Client understands and unconditionally accepts that all transactions in relation to trade in any of the Financial Instruments in Clause 5.1 above, will be performed only through the Electronic Trading Platform provided by the Company and the Financial Instruments are not transferable to any other Electronic Trading Platform whatsoever.
5. The Client guarantees the authenticity and validity of any document handed over by the Client to the Company.

10   Electronic Trading

10.1   By agreeing to these present Terms and Conditions, the Client is entitled to apply for Access Codes, within the Company‘s electronic systems, in order to be able to give orders for the purchase or sale of Financial Instruments with the Company, through a compatible Personal Computer of the Client, connected to the Internet.

10.2   The Client acknowledges and understands that the Company reserves the right, at its sole discretion, to terminate the Client‘s access to the Company‘s electronic systems or part of them in order to ensure the effective and efficient operation of its systems and protect the interests of all its Clients and the interests of the Company itself. In such cases the Company may close any or all Trading Accounts of the Client under Clause 16.3 and 16.4.

10.3   The Client agrees and states that he/she will keep in a safe place the access codes and will not reveal them to any other person. He/she will not proceed and avoid proceeding in any action that could probably allow the irregular or unauthorized access or use of the Electronic System.

10.4   The Client agrees not to use the platform in an abusive way by lag trading and/or usage of server latency, price manipulation, time manipulation and similar practices. In such a case the Company will reverse and or cancel all related Client‘s trades and close all and any trading accounts of the Client under Clause 16.4. (iv).

10.5   The Client will make all necessary efforts to keep the Access Codes secret and not to disclose the codes to any third party. Moreover, the Client hereby acknowledges, understands and agrees that for him/her to appoint an authorized representative to act on his/her behalf, he/she needs to notify the Company prior to this action and he/she needs to provide the Company with a duly executed Power of Attorney and any relevant documentation required by the Company. The Power of Attorney and any relevant documents shall be subject to the Company’s approval in order for the client to appoint the representative.

10.6   The Client hereby agrees and states that he/she will be liable for all orders given through and under his/her Access Codes and any such orders received by the Company will be considered as received by the Client. In cases where a third party is assigned as an authorized representative to act on behalf of the Client, the Client shall be responsible for all orders given through and under the representative‘s Access Codes.

10.7   The Client undertakes to notify the Company immediately if it comes to his/hers attention that the Access Codes are being used unauthorized.

10.8   The Client acknowledges that the Company will not take action based on orders transmitted to the Company using electronic means other than those orders transmitted to the Company using the predetermined electronic means.

10.9   The Client agrees to use software programs developed by third parties including but not limited to the generality of those mentioned above, browser software that supports Data Security Protocols compatible with protocols used by the Company. Moreover, the Client agrees to follow the access procedure (Login) of the Company for Electronic Services that support such protocols.

10.10   The Client acknowledges that the Company bears no responsibility if unauthorized third persons have access to information, including electronic addresses, electronic communication and personal data, when the above are transmitted between the Client and the Company or any other party, using the internet or other network communication facilities, telephone, or any other electronic means.

10.11   The Company declares and the Client fully understands and accepts that the Company is not an Internet Service Provider nor shall be kept neither liable nor responsible for any electricity failures that prevent the use of the system and cannot be responsible for not fulfilling any obligations under this Agreement because of the internet connection or electricity failures. In the case of such electricity / communication/ Internet failures, and when the Client wishes to execute a position, then he/she must telephone our operators on the phone line + 357 (22) 711711 and give verbal instruction(s). The Company reserves the right to decline any verbal instruction(s) in cases where its telephone recording system is not operational and/or in cases where the Company is not satisfied of the caller‘s/Client‘s identity or in cases where the transaction is complicated, and reserves the right to ask the client to give instructions by any other mean.

11   Orders – Instructions

11.1   The Company shall, in certain circumstances accept instructions, via telephone or in person, provided that the Company is satisfied, at its full discretion, of the caller‘s/Client‘s identity and clarity of instructions. In cases where an Order is being received by the Company in any means other than through the Electronic Trading Platform, the Order will be transmitted by the Company to the Electronic Trading Platform and processed as if it was received through the Electronic Trading Platform.

11.2   The Company reserves the right, at its sole discretion, to confirm in any manner the instruction and/or Orders and/or communications sent through the Communication System. The Client accepts and undertakes the risk of misinterpretation and/or mistakes in the instructions and/or Orders sent through the Communication System, regardless of how they have been caused, including technical and/or mechanical damage.

11.3   The Client has the right to authorize a third party to give instructions and/or Orders to the Company or to handle any other matters related to this Agreement, provided that the Client has notified the Company in writing, of exercising such a right and that this person is approved by the Company fulfilling all of Company‘s specifications for this. Unless the Company receives a written notification from the Client stating the expressed termination of the said person‘s authorization, the Company will continue accepting instructions and/or Orders given by this person on behalf of the Client and the Client shall recognize such Orders as valid and committing. The above written notification for the termination of the authorization to a third party has to be received by the Company with at least two (2) days’ notice.

11.4   Once the Client‘s instructions or Orders are given to the Company, they cannot be revoked. Only in exceptional circumstances the Company may allow the Client to revoke and/or amend the relevant instruction and/or Order. The Company reserves the right in exceptional circumstances and at its sole discretion to allow the Client to revoke and/or amend the relevant instruction and/or Order.

11.5   The transaction (opening or closing a position) is executed at the Bid / Ask prices offered to the Client. The Client chooses desirable operation and makes a request to receive a transaction confirmation by the Company. The transaction is executed at the prices the Client can see on the screen. Due to the high volatility of the markets during the confirmation process the price may change, and the Company has the right to offer the Client a new price. In the event the Company offers the Client a new price the Client can either accept the new price and execute the transaction or refuse the new price, thus cancel the execution of the transaction.

11.7   The Company shall not be held responsible or liable in the case of delays or other errors caused during the transmission of Orders and/or messages via computer, as well as for damage which may be caused by the non-validity of securities, or a mistake in the bank account balance of the Client. The Company shall not be held responsible for information received via computer or for any loss which the Client may incur in case this information is inaccurate.

11.9   The Company reserves the right to change the opening/closing price (rate) and/or size and/or number of the related transaction (and/or the level and size of any Sell Limit, Buy Limit, Sell Stop, Buy Stop order) in case of any underlying asset of the Financial Instrument becomes subject to possible adjustment as the result of any event set out in Clause 9.8 above. This operation is applied exclusively to securities and has a meaning to preserve the economic equivalent of the rights and obligations of the parties under that transaction immediately prior to that Corporate Event. All actions of the Company according to such adjustments are conclusive and binding upon the Client. The Company shall inform the Client of any adjustment as soon as reasonably practicable.

11.10   While a Client has any open positions on the ex-dividend day for any of the Financial Instruments, the Company reserves the right to proceed with the closure of such positions at the last price of the previous trading day and open the equivalent volume of the underlying security at first available price after the market movement, on the ex-dividend day. In this case, the Company has to inform the Client by releasing an announcement on the Company’s MEGA EQUITY website about the possibility of such actions not later than the closing of the trading session prior to the ex-dividend day.

11.11   The Company reserves the right, at its sole discretion; to disable the Client from opening any new positions on the ex-dividend day or prior to the ex-dividend day. In case of any unjustified profit, generated from ex- dividend activity, the Company reserves the right and without giving a prior notice to the client to re-adjust the profit (i.e. remove the profit).

11.12   Orders: Stop Loss, Take Profit, Buy Limit, Buy Stop, Sell Limit, Sell Stop on Financial Instruments are executed at the declared by the Client price on the first current price touch. The Company reserves the right not to execute the Order, or to change or to revert the opening (closing) price of the transaction in case of the technical failure of the trading platform, reflected financial tools quotes feed, and also in case of other technical failures.

11.14   The Client may submit to the Company by e-mail or in writing or deliver by hand, his/her objection to the execution or the non-execution or the mode of execution of a transaction and/or Order concluded on his/her behalf within two (2) working days from the conclusion of the transaction. Otherwise, the transaction will be considered valid and binding for the Client.

11.15   At Margin level “Zero” the Company will automatically close all positions at market price.

11.16   The Client agrees and acknowledges that all conversations / communications between the Client and the Company shall be recorded on magnetic, electronic and other carriers. The Client further agrees that the Company has the right to use these records as evidence in case any dispute arises between the Company and the Client.

11.17   The Company has the right to refuse the Client in the execution of transactions through the telephone line, if the actions of the Client are not clear and/or do not include the following operations: opening position, closing position, changing or removing orders.

11.18   In case of force-majeure, hacker attacks and other illegal actions against the Server of the Company and/or a suspension of trade in the financial markets concerning Financial Instruments of the Company, the Company may, suspend, or close the Client’s positions and request the revision of the executed transactions.

11.19   All price levels in the trading terminal are determined at the Company‘s sole discretion. Any references of the Client to prices of other trading or information systems shall be disregarded.

11.20   The Client shall not employ any means, electronic or otherwise, including software and/or software-equipped computer or other electronic device for the purpose of automatic trading in his/hers Trading Account. Furthermore, the Client shall not use or allow the use of a computer for the purpose of performing a transaction, in a way that the transaction performed is obstructing and/or interfering with the regular and ordinary carrying out of the said transaction, as this was contemplated by the Company (including but not limited to: expert advice software; auto clickers and other similar software). Whereas the Client wishes to act contrary to the provisions of this paragraph, he/she must give notice of an application in writing to the Company, and may only act contrary to the provisions of this paragraph where the Company approves the said application.

11.21   The one (1) standard lot size is the measurement unit specified for each Financial Instrument traded in the Electronic Trading Platform. The Company reserves the right to change the Contract Specifications at any time depending on the market situation. The Client agrees to check the full specification of the Financial Instrument before placing any order. The minimum volume of the transaction is 0,05 lot in PROfit platform and 0,1 lots in MT4 platform. A possible choice of a leverage rate, according always to the account type, ranges from 1:20 up to 1:400 depending on the type of the account and at the discretion of the Company. At the opening of a Client’s trading account, the leverage rate is predetermined according to the type of account chosen by the Client. The Client may request for a lower leverage to be applied to their trading account by contacting the Company.

11.22   The Company reserves the right to change the Client‘s Trading Account leverage at its sole discretion, either for a limited time period or on a permanent basis, by informing the Client either by internal mail (e-mail) or in writing by regular mail.

11.23   The Company has the right at its sole discretion to increase or decrease spreads on Financial Instruments depending on market conditions without any prior notice to the Client;

11.24   The Company has the right not to accept trading in currency pairs, to be determined in its own absolute discretion, 2 minutes before and after a Critical News Release.

11.25   The Client is prohibited from performing Scalping Trades. The Company reserves the right to cancel any trades that have been closed within the two (2) minute limit, and has the right to act according to Clause 16.4(iv) of this Agreement.

12  Refusal to Execute Orders

12.2   The Company is not obliged to give reasons or notice as to the reasons for suspending, declining or cancelling Client‘s orders or instructions. Moreover, in the event that the Company does decide to suspend or cancel an instruction and/or Order, this will not affect any obligation which the Client may have towards the Company or any right which the Company may have against the Client or his/her assets.

12.3   The Client declares that he/she shall not knowingly give any Order or instruction to the Company that might instigate the Company taking action in relation to Clause 10.1 above.

12.4   In case any Order either to Open or Close a position concerning any Financial Instrument, has been mistakenly accepted and/or executed by the Company, the Company will make every effort to maintain the Client‘s original position. Any charges, losses or profits incurred from the actions above, will be absorbed by the Company.

13   Settlements of Transactions

13.1   The Company shall proceed to a settlement of all transactions upon execution of such transactions.

13.2   A statement of account will be provided by the Company to the Client on a monthly basis, within five (5) working days from the end of the previous month. In case no transactions were concluded in the past month, the Client is deemed to have lost his/her right to be informed. Any confirmation or proof for any act or statement of account or certification issued by the Company in relation to any transaction or other matter shall be final and binding on the Client, unless the Client has any objection in relation to such statement of account or certification and the said objection is filed in writing and received by the Company within two (2) working days from the receipt or the deemed date of receipt of any statement of account or certification.

13.3   In case where the Client is able to have an online statement for his/her Trading Account on a continuous basis, then the Company is considered as having fulfilled its obligations under Clause 11.2 and any objections of the Client shall be valid only if received by the Company in writing within two (2) working days from the transaction under objection.

14  Client Trading Accounts

14.1   All amounts handed over by the Client to the Company or which the Company holds on behalf of the Client, for the provision of Investment Services as in Clause 5, shall be held in the name of the Client and/or in the name of the Company on behalf of the Client in an account with any bank institution and/or electronic payment provider or payment services institution and/or other financial institution used to accept funds which the Company shall specify from time to time (“the Client’s Bank Account‘”). Although the Company takes all reasonable steps and makes such general enquiries from readily available sources to ensure to the best of their ability that the bank institution and/or electronic payment provider or payment services institution and/or other financial institution it transacts its business through or in which deposits of client monies are made, the Company cannot guarantee the financial standing of any bank or other regulated financial institution in which such deposits are made and accepts no responsibility in the event of liquidation, receivership or otherwise failure of such bank or institution which leads to a loss of all or any part of the funds deposited with them.

14.2   Upon agreeing to the present Terms and Conditions, the Client authorizes the Company to make any deposits and withdrawals from the Client’s Bank Account on his/her behalf including, without prejudice to the generality of the above, withdrawals for the settlement of all transactions undertaken under the present Agreement and all amounts which are payable by or on behalf of the Client to the Company or any other person.

14.3   Unless the parties of this present Agreement otherwise agree, in writing, any amount payable by the Company to the Client, shall be paid directly to the Client.

14.4   The Company may, at its sole discretion, from time to time and without the Client‘s authorization, set-off any amounts held on behalf and/or to the credit of the Client against the Client‘s obligation to the Company and/or merge any accounts of the Client with the Company. Unless otherwise agreed in writing by the Company and the Client, this Agreement shall not give rise to rights or credit facilities.

14.5   The Client has the right to withdraw the funds which are not used for margin covering, free from any obligations from his/her Trading Account without closing the said Trading Account.

14.6   Money transfer (withdrawal from Trading Account) is achieved within three (3) banking days after receiving from the Client transfer request instructions. Then the transferring amount reduces the balance of the Client’s Trading Account on the day the transfer request is processed. The Company reserves the right to decline a withdrawal request if the request is not in accordance with Clause 12.9, or delay the processing of the request if not satisfied on full documentation of the Client.

14.7   The Client agrees to pay any incurred bank transfer fees when withdrawing funds from his/her Trading Account to his/her designated bank account. The Client is fully responsible for payments details, given to the Company and the Company accepts no responsibility for the Client‘s funds, if the Client‘s given details are wrong. It is also understood and agreed by the parties, that the Company accepts no responsibility for any funds not deposited directly into Company‘s bank account(s).

14.8   The Client agrees that any amounts sent by the Client or on the Client‘s behalf in the Client’s Bank Account, will be deposited to the Client‘s Trading Account at the value date of the payment received and net of any charges / fees charged by the bank account providers or any other intermediary involved in such transaction process. The Company must be satisfied that the sender is the Client or an authorized representative of the Client before making any amount available to the Client‘s Trading Account, otherwise the Company reserves the right to refund / send back the net amount received to the remitter by the same method as received.

14.9   Withdrawals should be made using the same method used by the Client to fund his/her Trading Account and to the same remitter. The Company reserves the right to request further documentation while processing the withdrawal request or to decline a withdrawal request with a specific payment method and suggest another payment method where the Client needs to proceed with a new withdrawal request. The Company reserves the right if is not satisfied with any documentation provided by the Client, to reverse the withdrawal transaction and deposit the amount back to the Client‘s Trading Account.

14.10   In the event that any amount received in the Client’s Bank Account is reversed by the bank account provider at any time and for any reason, the Company will immediately reverse the affected deposit from the Client‘s Trading Account and reserves the right to reverse any other type of transactions effected after the date of the affected deposit. It is understood that these actions may result to a negative balance in all or any of the Client‘s Trading Account(s).

14.11   The Client agrees that in case of such a negative balance in any of the Trading account of the Client, the Company can transfer such an amount from any other Trading Account of the Client to that Trading Account to cover the negative balance. Furthermore it is understood and accepted by the Client that in case there are no sufficient amounts to cover for the negative balance the Company reserves the absolute right to terminate this Agreement with a twenty four (24) hours’ notice through internal mail and claim the amount of negative balance and any expenses it might occur.

14.12   The Client agrees to waive any of his/her rights to receive any interest earned in the money held in the Client’s Bank Account and consents that the Company will benefit for such an interest earned to cover registration /general expenses / charges / fees and interest related to the administration and maintenance of the bank accounts. Such expenses will not be passed over to the Client in any case.

15   Company Fees

15.1   The Company is entitled to receive fees from the Client for its services provided as described in this present Agreement as well as compensation for the expenses it will incur for the obligations it will undertake during the execution of the said services. The Company reserves the right to modify, from time to time, the size, the amounts and the percentage rates of its fees as such modification will be published to the Company’s MEGA EQUITY website available and public to all its Clients.

15.2   In case of absence of any trading activity for a period of six months of the Client‘s Trading Account (i.e. Inactive Trading Account), the Company reserves the right to apply an administrative fee in order to maintain the trading account assuming that the Client’s Trading Account has the available funds. The administrative fee shall be announced at the MEGA EQUITY website under ‘Trading Conditions’ as this is available at the Company‘s MEGA EQUITY website public and available for all Clients. In the event of an Inactive Trading Account for more than one (1) year, the Company reserves the right to terminate the Trading Account as per Clause 17.1 (Termination).

15.3   The Client shall pay the Company, immediately when so requested by the latter and the Company is entitled to debit the account of the Client with any value added tax or any other tax, contribution or charge which may be payable as a result of any transaction which concerns the Client or any act or action of the Company under the Agreement (excepting taxes payable by the Company in relation to the Company‘s income or profits).

15.4   The Company shall have a lien on all the amounts which are deposited in the Client’s Trading Accounts stated in Clause 12 above and on statements of Financial Instruments of the Client, to the extent that there may remain amounts due by the Client to the Company. Before the exercise of the said right, which doesn‘t need the Client‘s consent, the Company shall give the Client notice stating its intention to exercise the lien, as well as the deadline upon the expiry of which the Company shall exercise the said right.

15.5   In case the Client fails to pay any amount by the date on which the said amount is payable, the Company shall be entitled to debit the accounts of the Client stated in Clause 12 above with the said amount and/or liquidate in the name of the Client any of the Client‘s Financial Instruments in view of covering the aforementioned amount.

15.6   By accepting the present Terms and Conditions, the Client has read and understood and accepted the information under the title “Trading Conditions” as this information is loaded on the Company‘s MEGA EQUITY website public and available for all Clients, in which all related fees are explained. The Company reserves the right to amend at its sole discretion all such fees and proper information on such amendments, as those will be available on the MEGA EQUITY website which the Client must review during the period the Client is dealing with the Company and especially before placing any orders to the Company.

15.7   Any fees paid by the Company for marketing purposes, to introducers, or any other third party shall not be charged to the Client. The Client’s Trading Account will not be affected.

16   Company Liability

16.1 The Company shall conclude transactions in good faith and with due diligence but shall not be held responsible or liable for any omission, deliberate omission or fraud by any person, firm or company from whom the Company receives instructions for the execution of the Client‘s Orders and/or from which transactions are carried out on behalf of the Client, unless to the extent where this would be the result of negligence, deliberate omission or fraud on the part of the Company.

16.2 The Company shall not be held responsible or liable for any loss of opportunity as a result of which the value of the Client‘s Financial Instruments could increase or for any reduction in the value of the Client‘s Financial Instruments, regardless of how such decrease may arise, unless to the extent that such loss or reduction is directly due to deliberate omission or fraud by the Company or its employees.

16.3 If the Company incurs any claims, damage, liability, costs or expenses, which may arise in relation to the execution or as a result of the execution of the Agreement and/or in relation to the provision of the services and/or in relation to the disposal of the Client‘s Financial Instruments in view of the satisfaction of any claims made by the Company or due to the non-fulfilment of any of the Client‘s statements and/or orders and/or instructions contained in the Agreement, it is understood that the Company bears no responsibility whatsoever and it is the Client‘s responsibility to indemnify the Company.

16.4 The Company shall not be held liable for any loss which is the result of deceit in relation to the facts or mistaken judgment or any act done or which the Company has omitted to do, whenever it arose, unless to the extent that such deceit or act or omission is due directly to deliberate omission or fraud by the Company or its employees.

16.5 The Company shall be held liable, to the extent that this is permissible under the Agreement, for the deposit of cash in its possession or which it will receive at any time on behalf of the Client in the Client’s Bank Account, but it shall not be held liable in relation to any omission, negligence, deliberate omission or fraud by the bank where the Client’s Bank Account is maintained.

16.6 The Company shall not be held liable for the loss of Financial Instruments and funds of the Client, including the cases where the Client‘s assets are kept by a third party such as a bank or other financial institution used as a payment provider, or for an act, which was carried out based on inaccurate information at its disposal prior to being informed by the Client, of any change in the said information.
The Company being a member of the Investor Compensation Fund (hereby refer to as ICF) provides the Client with the extra security of receiving compensation from the ICF, for any claims arising from the malfunction on behalf of the Company to fulfil its obligations despite whether that obligation arises from legislation, the Agreement or from wrongdoing. By accepting the present Terms and Conditions, the Client has read and understood and unconditionally accepted the information under the title “Investor Compensation Fund” as this information is loaded on the Company‘s MEGA EQUITY website public and available for all Clients.

17   Duration of the Agreement and Amendment Thereof

17.1 This Agreement shall take effect upon completing the OPEN LIVE ACCOUNT FORM (Trading Account Application). It shall be valid for an indefinite time period until its termination by virtue of the provisions of Clause 16.

18   Termination

18.1   The Client has the right to terminate this present Agreement by giving the Company at least seven (7) days written notice, specifying the date of termination in such, on the condition that in the case of such termination, all pending transactions on behalf of the Client shall be completed.

18.2   The first day of the notice shall be deemed to be the date such notice has been received by the Company.

18.3   The Company may terminate the Agreement by giving the Client at least seven (7) days written notice, specifying the date of termination in such. The Company reserves the right not to disclose the reason of termination of this Agreement.

18.5   In the event of any termination on behalf of the Company, the latter reserves the right to close any open positions the Client may have at the market prices.

18.7   In case of breach by the Client of Clauses 18.4v and 18.4 vi., the Company reserves the right to reverse and/or cancel all previous transactions which places the Company‘s interests and/or all or any its Clients interests at risk before terminating this Agreement.

18.8   Upon termination of this Agreement, the Company shall immediately hand over to the Client (at the offices of the Company or any affiliated company) the Client‘s assets in its possession, provided that the Company shall be entitled to keep such Client‘s assets as necessary to close positions which have already been opened and/or pay any pending obligations of the Client, including, without limitation, the payment of any amount which the Client owes to the Company under this Agreement.

19   Acknowledgement of Risks

19.1   The Client unconditionally acknowledges and accepts that, regardless of any information which may be provided by the Company, the value of any investment in Financial Instruments may fluctuate downwards or upwards and it is even probable that the investment may become of no value.

19.2   The Client unconditionally acknowledges and accepts that he/she runs a great risk of incurring losses and damages as a result of the purchase and/or sale of any Financial Instrument and unconditionally accepts and declares that he/she is willing to undertake this risk.

19.4   The Client acknowledges and accepts that there may be other risks which are not contained in this Clause 17 and has read and accepted all information under the titles “General Risk Disclosure” as this information is loaded on the Company‘s webpage public and available to all Clients.

20   Relationship between the Company and the Client

20.1   The Company reserves the right to use, employ or appoint third qualified and duly trained persons for the purpose of mediating in the execution of orders and the conclusion of transactions for the Client.

20.3   The Client has read and unconditionally accepts the “Conflict of Interest Policy” the Company has adopted, as this policy is mentioned in detail in the Company‘s MEGA EQUITY website public and available to all Clients.

21   Confidential Information

21.1   The Company shall have no obligation to disclose to the Client any information and/or take into consideration any information either when making any decision or when it proceeds to any act on behalf of the Client, unless otherwise expressly stated in this present Agreement and where this is imposed by the relevant Laws, Regulations and Directives in force.

21.2   The Company has the right, without informing the Client beforehand, to disclose such details of the Client‘s transactions or such other information as it may deem necessary in order to comply with any requirements of any person entitled to require such a disclosure by law or with any Company obligation to proceed to the said disclosure to any person.

21.3   The Company shall handle all of Client‘s personal data according to the relevant Laws and Regulations for the Protection of Personal Data (Law 28(III)2001, Law 138(I)2001, Law 37(I)2003, Law 105(I)2012) as those are amended from time to time.

22   Third Party Disclosure

22.1   The Company’s website, platforms, e-mails, text messages (sms), phone calls and/or any other method of communication with the Client(s), provide content, third party services and / or links to websites, controlled and / or offered exclusively by third parties, which are provided ONLY as a convenience to our Clients.

22.2   The Company hereby declares that any third party information is being forwarded to the Company’s Clients without limitation and without any amendment on behalf of the Company. All Clients receive the same third party information. Furthermore the Company declares that the third party information is being forwarded without going through any method of process and/or analysis and/or editing.

22.3   The Company does not control, nor is responsible for any of the abovementioned services and / or sites or their content. The Company has not reviewed, and hereby DISCLAIMS any responsibility and / or any liability for any information or materials posted at any time on any of the sites and / or any of the services provided by a third party, through Company’s website, platforms, e-mails, text messages (sms), phone calls and/or any other method of communication.

22.4   The Company shall not be responsible for any loss, damage, cost or expense of any nature whatsoever (including without limitation of a direct, indirect or consequential nature, any economic, financial loss or any other loss, or loss of turnover, profits, business or goodwill) which was incurred or suffered by third party sites and / or services and/ or any kind of information provided by a third party to clients as a convenience via Company’s website, platforms, e-mails, text messages (sms), phone calls and/ or any other method of communication with the clients.

22.5   The Company does not explicitly or implicitly endorse or approve any products, content, information or services offered by any third party.

22.6   The Company does not guarantee the accuracy, suitability, completeness or practicality of any information and / or services provided by a third party. Information and / or services provided by a third party are ONLY information and the Company SPECIFICALLY DISCLAIMS any liability. Clients using third party services (including but not limited to websites and / or information and / or services); USE THEM AT THEIR OWN RISK.

22.7   By accepting the present Terms and Conditions, the Client has read and understood and accepted the information under the title “Third Party Disclaimer” as this information is loaded on the Company‘s MEGA EQUITY website public and available for all Clients

23  Notices

23.1   Unless the contrary is required by the Company, any notice, instructions, authorizations, requests and or other communication between the Client and the Company under this Agreement, shall be taking place mainly via electronic mail (e-mail). However, in case where the Client does not wish to use the electronic mail (e-mail), he/she might communicate in writing either via facsimile on the +357 22 766 333 or via registered post . Any letter must be send to the Company’s registered mailing address which appears on the first page of the Agreement or to any other address which the Company may from time to time specify to the Client. In this last case, the notice, instructions, authorizations, requests and/or any other communication, shall take effect once the letter is received by the Company and not in any prior period.

23.2   The Client hereby acknowledges and accepts that the Company shall use the email address he/she provided upon completion of the OPEN LIVE ACCOUNT FORM (Trading Account Application) for any communication based on Clause 23.1 above. The Client further accepts that he/she shall inform the Company immediately in case of an additional email address.

23.3   The Company reserves the right to specify any other way of communication with the Client.

23.4   The Company shall accept withdrawal requests directly from the Trading Platform of the Client. The Client however may be requested to provide further documentation in order to comply with the Company’s withdrawal procedures. The Company reserves the right not to accept withdrawal requests from the Trading Platform and to ask the Client to submit the relevant withdrawal request form which can be found in the Company’s MEGA EQUITY website in writing along with any further document might be necessary in order to proceed with the request.

23.5   The present Agreement is personal to the Client who does not have the right to assign or transfer any of his/her rights and/or obligations hereunder.

23.6   The Company may, at any time, assign and/or transfer to any legal or natural person any of its rights and/or obligations as they arise or are provided for in this present Agreement.

24   Limitation on Investment Guidance and / or Professional Advice

24.1   The Company’s sites and or any other materials released by the Company are not intended to provide any kind of tax and/or investment and/or other kind of advice. The Client is solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for the Client, based solely on the personal investment objectives, financial circumstances and risk tolerance.

25   Bonus Promotions

25.1   The Company reserves the right to provide its Clients with bonus promotions from time to time. Notification of such bonus promotions shall be posted on the Company’s MEGA EQUITY website.

25.3   The Client acknowledges and accepts that any bonus given to the Client by the Company shall be visible to the Client’s Electronic Trading Platform under ‘Credit’.

26   Complaint Handling Procedure

26.1   Any Complaints shall be addressed to the Compliance Department at complaints@megaequity.com which is an independent department within the Company. The Compliance Department shall investigate the complaint and revert to the Client within a maximum period of four (4) weeks.

26.2   The Company has disclosed all necessary documentation and handling procedure on its website (https://www.megaequity.com/contact-us).

27   General Provisions

27.1   The Client acknowledges that no representations were made to him/her by or on behalf of the Company which have in any way incited or persuaded him to enter into this Agreement.

27.2   If the Client is more than one person, the Client‘s obligations under the Agreement shall be joined and several and any reference in the Agreement to the Client shall be construed, where appropriate, as reference to one or more of these persons. Any warning or other notice given to one of the persons which form the Client shall be deemed to have been given to all the persons who form the Client. Any Order and/or Instruction given by one of the persons who form the Client shall be deemed to have been given by all the persons who form the Client.

27.3   In case any provision of the Agreement is or becomes, at any time, illegal and/or void and/or non-enforceable in any respect, in accordance with a law and/or regulation of any jurisdiction, the legality, validity or enforceability of the remaining provisions of the Agreement or the legality, validity or enforceability of this provision in accordance with the law and/or regulation of any other jurisdiction, shall not be affected.

27.4   All transactions on behalf of the Client shall be subject to the laws which govern the establishment and operation, the regulations, arrangements, directives, circulars and customs (“the Laws and Regulations”) of CySEC, Central Bank of Cyprus and any other authorities which govern the operation of the Investment Firms, as they are amended or modified from time to time. The Company shall be entitled to take or omit to take any measures which it considers desirable in view of compliance with the Laws and Regulations in force at the time. Any such measures as may be taken and all the Laws and Regulations in force shall be binding for the Client.

27.5   The Client shall take all reasonably necessary measures (including, without prejudice to the generality of the above, the execution of all necessary documents) so that the Company may duly fulfil its obligations under this present Agreement.

27.6   The Client undertakes to pay all stamp expenses relating to the Agreement and/or any documentation which may be required for the execution of the transactions under the Agreement.

27.7   The location of detailed information regarding the execution and conditions for the investment transactions in Financial Instruments Markets conducted by the Company, following the present Terms and Conditions, and also the other information regarding activity of the Company are accessible and addressed to any natural persons and legal entities at the Company‘s MEGA EQUITY website over the Internet — www.megaequity.com

28   Applicable Law, Jurisdiction

28.1   The entire Agreement between the parties is expressed in writing. No other Agreements or representations shall be binding on the parties unless endorsed herein or on a separate instrument signed by the parties.

28.2   This present Agreement shall be governed by, interpreted and construed in accordance with the Laws of the Republic of Cyprus. Any disputes arising out of or in connection with this present Agreement which are not friendly solved by mutual agreement, shall be settled in the Courts of Cyprus.

28.3   It is agreed by both Parties that in the event that any of the Terms and Conditions of this Agreement, is to be proven in whole or in part contradictive to any Cyprus Laws and/or Regulations, then this term will be immediately null and void without influencing validity of the rest of the Agreement.

29   Client Declaration

Introduction

Mega Equity Securities and Financial Services Public Limited, operating through the brand name of Mega FX (hereinafter called the “Company”) is an Investment Firm regulated by the Cyprus Securities and Exchange Commission (license number 011/03). Following the implementation of the Markets in Financial Instruments Directive (MiFID) in the European Union and in accordance with the Investment Services and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007) as this is amended from time to time, in Cyprus, the Company is required to provide its Clients and potential Clients with its Order Execution Policy (hereinafter the “Policy”).

Under the above legislation, the Company is required to take all reasonable steps to obtain the best possible result (or “best execution”) on behalf of its Clients either when executing Client orders or receiving and transmitting orders for execution. These rules require firms to put in place an execution policy which sets out how it will obtain best execution for its Clients and to provide appropriate information to its Clients on its order execution policy.

The present Policy forms part of the agreement. The Clients, by entering into an agreement with the Company, are also agreeing to the terms and conditions of the present order execution policy, as set out in this document.

Scope and Services

The Policy is effective from 1st November 2007 and applies to retail and professional Clients. This Policy applies when receiving and transmitting Client orders and/or executing Client orders for the financial instruments provided by the Company. The financial instruments provided by the Company are derivatives of an underlying financial instrument, and it is up to the Company’s sole discretion to decide which types of financial instruments to make available and to publish the prices at which these can be traded. In relation to individual transactions in CFDs with the Execution Venue, the Company always acts as an agent (acting on behalf of the Clients). The Counterparty (or principal) to every trade is always Depaho Ltd, hereinafter “Depaho” (an Investment Firm registered under the Cyprus Securities and Exchange Commission hereinafter called “CYSEC” (license No. 161/11); therefore if the Client decides to open a position in a financial instrument with Depaho, then that open position can only be closed with Depaho. The Client is given the option to place with the Company the following orders for execution in the following ways:

• The Client places a “market order” which is an order instantly executed against a price that the Company has provided from Depaho (the execution venue). The Client may attach to a market order a Stop Loss and/or Take Profit. Stop Loss is an order to limit Client’s loss, whereas Take Profit is an order to limit Client’s profit. The Client may enter, cancel or modify the Stop Loss and/or Take Profit of an open position at any given moment. Once the position has been closed the Client cannot alter the Stop Loss and Take Profit levels.
• The Client places a “pending order”, which is an order to be executed at a later time at the price that the Client specifies. The Company will monitor the pending order and when the price provided by the Company reaches the price specified by the Client, the order will be executed at that price. The following types of pending orders are available: Buy Limit, Sell Limit, Buy Stop and Sell Stop. The Client may attach to any pending order a Stop Loss and/or Take Profit. The Client may modify an order before it is executed. Once the position has been closed the Client cannot alter the Stop Loss and Take Profit levels. The Client has no right to change or remove Stop Loss, Take Profit and Pending Orders if the price has reached the level of the execution. When a Client uses a Stop Loss and Take Profit for the same order, the relationship between the two orders will be OCO (One Cancels the Other); i.e. when the Stop Loss level is reached the Take Profit order will be automatically cancelled and vice versa.

Best Execution

The Company shall take all reasonable steps to obtain the best possible result for its Clients taking into account the following factors when executing Clients orders against the Company’s quoted prices:

1. Price: For any given financial instrument the Company will quote two prices: the higher price (ASK) at which the Client can buy (i.e. go long) that financial instrument, and the lower price (BID) at which the Client can sell (i.e. go short) that financial instrument; collectively they are referred to as the Company’s price. The difference between the lower (BID) and the higher (ASK) price of a given financial instrument is the spread. Short positions will be closed at the ASK price (whether the transaction is closed manually by the Client or through the Stop Loss or Take Profit). Long positions will be closed at the BID price (whether the transactions are closed manually by the Client or through the Stop Loss or Take Profit). The Company’s price for a given financial instrument is calculated by reference to the price of the relevant underlying financial instrument, which the Company obtains from third party external reference sources

   
   

   The Company’s prices are constructed with reference to the given financial instrument list, which can be found on the Company’s main website under the section “Trading Conditions” available to all Clients. The Company updates its prices as frequently as the limitations of technology and communications links allow. The Company reviews its used third party external reference sources at least once a year, to ensure that the data obtained continue to be competitive. The Company will not quote any price outside Company’s operations time (see execution venue below) therefore no orders can be placed by the Client during that time.

2. Orders: Buy Stop, Sell Stop, Buy Limit, Sell Limit, Take Profit, Stop Loss, on financial instruments contracts are executed at the price specified by the Client on the first current price touch. However, under certain trading conditions it may be impossible to execute orders (Stop Loss, Take Profit, Buy Limit, Buy Stop, Sell Limit, Sell Stop) on any financial instrument contract at the declared price. In this case the Company has the right to execute the order at the next best available price. This may occur, for example, at times of rapid price movement if the price rises or falls in one trading session to such an extent that under the rules of the relevant exchange, trading is suspended or restricted, trading session start moments, during volatile markets where prices may be moving significantly up or down and away from declared price and during news time. Another example is when the market opens after the weekend at a different price from the time of closure thus causing a price gap.

   
   

   The Company strives to provide the best possible price to its clients, and makes every effort and necessary arrangements to do so; however, it may be impossible to guarantee the execution of any or all of the pending orders at the declared price. The minimum level for placing Stop Loss, Take Profit, Buy Limit, Buy Stop, Sell Limit and Sell Stop orders for a given Financial Instrument is mentioned on the Company’s Website under Trading Conditions.

3. Costs: For opening a position in some types of financial instruments the Client may be required to pay commission or financing fees, the amount of which is disclosed in the Trading Conditions in the Company’s website. Commissions may be charged either in the form of a percentage of the overall value of the trade or as fixed amount.

   
   

   In the case of financing fees, the value of opened positions in some types of financial instruments is increased or reduced by a daily financing fee “swap” throughout the life of the contract .Financing fees are based on prevailing market interest rates, which may vary over time. Details of daily financing fees applied are available on the financial instruments, under Trading Conditions on the Company’s website.

   
   

   For all types of financial instruments that the Company offers, the commission and financing fees are not incorporated into the Company’s quoted price and are instead charged/paid explicitly to the Client’s Trading Account.

4. Speed of Execution: As it is explained in the Execution Venue section of this Policy, the Company acts as an agent and not as a principal on the Client’s behalf, therefore, the Company’s sole Execution Venue for the execution of the Client’s orders for financial instruments is Depaho. The Company places a significant importance when executing Client’s orders and strives to offer high speed of execution within the limitations of technology and communications links. The use of any form of unstable internet connection may result in delays in the transmission of data between the Client and the Company when using the Company’s electronic trading platform. The delay might result in sending to the Company out of date “market orders” which might be declined by the Company or request from the Client to retry to submit the order.

   
   

   If the Client undertakes transactions on an electronic system, he/she will be exposed to risks associated with the system including the failure of hardware and software (Internet/Servers). The result of any system failure may be that the order is either not executed according to the instructions or it is not executed at all. The Company does not accept any liability in the case of such a failure. The use of wireless connection or dial-up connection or any other form of unstable connection at the Client’s end, may result in poor or interrupted connectivity or lack of signal strength causing delays in the transmission of data between the Client and Company when using the Company’s Electronic Trading Platform. This delay may result in sending to the Company out of date “market orders” which might be declined by the Company.

   
   

   The Client may request the Company to execute upon receipt instructions conveyed by telephone, facsimile, e-mail or any other written or verbal means of communication that each of the present and future account holders, attorneys and duly authorized representatives shall give individually to the Company, even if these instructions are not followed by a confirmation in writing. The Company does not accept any liability in case of a misunderstanding, error in the identification of the person giving the instruction or other errors on its part related to such method of communication and which may involve losses or other inconveniences for the Client. The Company reserves the right not to execute instructions transmitted by telephone or facsimile. Telephone conversations may be recorded and you will accept such recordings as conclusive and binding evidence of the instructions.

5. Likelihood of Execution: As it is explained in the Execution Venue section of the present Policy, the Company is not the Execution Venue for the execution of the Client Orders in CFDs. So, in relation to individual CFD transactions, the Company does not execute the Client Orders on an own account basis as a counterparty towards its own Client. The Company transmits the Client Orders or arranges for their execution with a third party(ies) (therefore Depaho will be the Execution Venue and not the Company). The Company relies on third party liquidity providers for prices and available volume and transmits Client Orders for execution to these counterparties; therefore execution of the Client’s orders will depend on the pricing and available liquidity of the said provider. Although the Company executes all Orders placed by the Clients, it reserves the right to decline an order of any type and/or to offer the Client a new price for “market order”. In the last case the Client can either accept or try again to place an order in the market price.

6. Likelihood of settlement: The Company shall proceed to a settlement of all transaction upon execution of such transactions.

7. Size of order: The minimum size of an order is:

   
   
   1. FX: 10,000 Base Currency Units / CFD: USD10,000 for a standard account in PROfit platform and
   2. 0.1 lots (one tenth of a lot) in MT4 platform.
   
   

   A lot is a unit measuring the transaction amount and it is different for each type of financial instrument – FX: 1 lot = 100,000 Base Unit / CFD = 1 Unit. Please refer to the financial instruments under Trading Conditions on the Company’s website (for the value of each lot for a given financial instrument type).

   
   

   The Company reserves the right to decide on the minimum/maximum size of an order (lot size) based on the Clients profile and/or initial deposit. Although there is no maximum size of an order where the Client can place with the Company, the Company reserves the right to decline an order as explained in the agreement entered with the Client.

   
   

   The Company reserves the right to limit the exposure of a Client up to USD30,000,000 per account unless agreed otherwise with the Client.

8. Market Impact: Some factors may affect rapidly the price of the underlying financial instruments from which the quoted Company price for financial instruments is derived. These factors may influence some of the factors listed above, under Section 2. The Company will take all reasonable steps to obtain the best possible result for its Clients. The Company does not consider the above list exhaustive and the order in which the above factors are presented shall not be taken as priority factor.

   
   

   Nevertheless, whenever there is a specific instruction from the Client the Company shall make sure that the Client’s order shall be executed following the specific instruction, or according to the best available price.

   
   

   The Company will determine the relative importance of the above factors by using its commercial judgment and experience in the light of the information available on the market and taking into account the criteria described below:

   
   
   1. the characteristics of the Client including the categorization of the Client as retail or professional;
   2. the characteristics of the Client order;
   3. the characteristics of financial instruments that are the subject of that order;
   4. the characteristics of the execution venues to which that order can be directed;
   
   

   For retail Clients, the best possible result shall be determined in terms of the total consideration, representing the price of the financial instruments and the costs related to execution, which shall include all expenses incurred by the Client which are directly related to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.

Execution Venues

Execution Venues are the entities with which the orders are placed or to which the Company transmits orders for execution. For the purposes of orders for the financial instruments provided by the Company, the Company acts as an agent on the Client’s behalf; therefore Depaho is the sole Execution Venue for the execution of the Client’s orders.

The Company’s operation time is round – the – clock from Sunday 22.00.01 Greenwich Mean Time (GMT) through Friday 22:00.00 Greenwich Mean Time (GMT). Non-working periods: from Friday 22:00:01 Greenwich Mean Time (GMT) through Sunday 22.00.00 Greenwich Mean Time (GMT). Holidays are announced via the Company’s main website.

The Company places significant reliance to the above Execution Venue based on the above mentioned factors and their relevant importance. It is the Company’s policy to maintain such internal procedures and principles in order to act for the best interest of its Clients and provide them the best possible result (or “best available execution”) when dealing with them.

The Client acknowledges and consents that the transactions entered in Financial Instruments with the Company’s Execution Venues are not undertaken on a recognized exchange, rather they are undertaken through the Company’s Trading Platform (i.e. Over-The-Counter) and, accordingly, they may expose the Client to greater risks than regulated exchange transactions.

For the abovementioned reason, the Company may not execute an order, or it may change the opening (closing) price of an order in case of any technical failure of the trading platform or quote feeds. The terms and conditions and trading rules are established solely by the counterparty which in this case is Depaho. The Client is obliged to close an open position of any given financial instrument during the opening hours of the Company’s Trading Platform. The Client also has to close any position with the same counterparty with whom it was originally entered into, thus Depaho.

Monitor and Review

The Company shall monitor on a regular basis the effectiveness of this Policy and, in particular, the execution quality of the procedures explained in the Policy and, where appropriate, reserves the right to correct any deficiencies.

In addition, the Company will review the Policy at least annually. A review will also be carried out whenever a material change occurs that affects the ability of the Company to continue to the best possible result for the execution of its Client orders on a consistent basis using the venues included in this Policy.

The Company shall notify its affected Clients on any changes in its Policy by publishing any changes on the Company’s main website available to all its Clients.

Client Consent

Upon establishing a business relation with the Client, the Company is required to obtain the Client’s prior consent to this Policy.

The Company is also required to obtain the Client’s prior express consent before it executes or transmits its order for execution outside a regulated market or an MTF (Multilateral Trading Facility).

The Company may obtain the above consents in the form of a general agreement where the Client is informed that any orders placed with the Company for the Financial Instrument offered by the Company, the Company acts as an agent on the Client’s behalf; the sole Execution Venue for the execution of the Client’s orders is Depaho.

Nicosia, March, 2014

Introduction

Mega Equity Securities and Financial Services Public Limited, operating through the brand name of Mega FX is an Investment Firm regulated by the Cyprus Securities and Exchange Commission (hereinafter, “CySEC”) with license number 011/03, Member of the Cyprus Stock Exchange / Member of the Athens Stock Exchange / Member of the Athens Derivatives Exchange / Member of X-NET Market.

The Conflict of Interest Policy (hereinafter, the “Policy”) is issued pursuant to, and reflects compliance with the Investment Services and Activities and Regulated Markets Law of 2007 – Law 144(I)/2007 (hereinafter, the “Law”) its directives and circulars issued thereof.

This Policy is an adjunct to the Company’s overarching general obligation to act honestly, fairly and professionally and in the best interests of its Clients and to comply, in particular, with the principles set out in the above legislation when providing investment services and other ancillary services.

The Company provides herein a summary of the policy it maintains in order to manage conflicts of interest in respect of the duties it owes to its Clients.

Scope

The Policy applies to all its directors, employees, any persons directly or indirectly linked to the Company (hereinafter, the “related persons”) and refers to all interactions with all Clients.

Definition/Interpretation

A conflict of interest arises where there is a reason within the Company’s control that prevents it from putting the interests of its Clients before those of the Company and its employees, or the interests of one Client or group of Clients ahead of another Client. In such a situation, the Company must pay due regard to the interests of each Client and manage any potential conflicts of interests accordingly.

The underlying principle that must be followed at all times is that the interests of a Client must always be put before the interests of the Company and/or its employees. A conflict may exist, or be perceived to exist, if an employee’s activity is, or may reasonably give the appearance of being, inconsistent with the best interests of the Company’s Clients.

Identification of possible conflict of interest risks

The Company shall take all reasonable steps to identify conflicts of interest situations between the Company and its related persons, the Company and its Clients or between its Clients during the course of the provision of investment and ancillary services.

The Company’s Policy, in general, shall have to:

1. identify with reference to the investment and ancillary services carried out by the Company, the circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of one or more Clients; and
2. specify procedures to be followed and measures to be adopted in order to manage such conflicts

Non-exhausting list of possible conflicts of interest:

While it is not feasible to define precisely or create an exhaustive list of all relevant conflicts of interest situations that may arise, as per the current nature, scale and complexity of the Company’s business, the following list includes circumstances which constitute or may give rise to a conflict of interest entailing a material risk of damage to the interests of one or more Clients, as applicable:

1. The interest of relevant persons, shareholders, directors or agents of the Company or members of its Group in Clients, and vice versa;
2. An interest in maximizing the Company’s trading volumes in order to increase its commission revenue, which is inconsistent with the Client’s personal objective of minimizing transaction costs;
3. The bonus scheme of employees/relevant persons which may be based on the Clients’ trading volumes; and
4. The remuneration of third parties where the interest of the Client conflicts with the interest of the third party.

It should be noted that the above circumstances which constitute or may give rise to a conflict of interest, are not necessarily detrimental to the interests of Clients.

Managing Conflicts of Interest

General Principles

The Company shall maintain and operate effective organizational and administrative arrangements with a view to taking all reasonable steps designed to prevent conflicts of interest, from adversely affecting the interests of its Clients.

The Company should take into account any circumstances, of which it is or should be aware, which may give rise to a conflict of interest arising as a result of the structure and business activities of other members of the Group in which the Company belongs to.

Non-exhausting list of procedures and measures:

For the management and prevention of conflicts of interest, the Company’s procedures and controls include the following, as applicable and relevant:

1. Chinese Walls to prevent the flow of confidential information and data in a way that adversely affect the interests of the Clients;
2. Executive Directors or other hierarchical officers of the Company do not exercise inappropriate influence over the way in which a related person carries out the provision of investment and ancillary services
3. The Company’s bonus scheme is compounded of several elements and each trade related element does not alone affect the bonus significantly;
4. The Brokerage department shall ensure strict implementation of the Assessment of Appropriateness in order to ensure adequate monitoring of compatibility of the provision of brokerage services to Retail Clients;
5. Arrangements designed to ensure that related persons engaged in different business activities carry on those activities at a level of independence appropriate to the size and activities of the Company and of the Group to which it belongs, and to the materiality of the risk of damage to the interests of Clients;
6. The Company shall perform an assessment at least once a year, whether the existence of any payments and non-monetary benefits paid or provided to or by a third party or a person on behalf of a third party in relation to the provision of an investment or ancillary service to a Client by the Company is in compliance with the MiFID inducements rules; and
7. All the employees are aware of forbidden transaction practices (e.g. the preferential treatment of Company members of staff at the expense of its Clients, during the provision of the investment and ancillary services to a Client).

Disclosure of Information

If during the course of a business relationship with a Client or group of Clients, the organizational or administrative arrangements/measures in place are not sufficient to avoid or manage a conflict of interest relating to that Client or group of Clients, the Company will disclose the conflict of interest before undertaking further business with the Client or group of Clients.

The Company reserves the right to review and/or amend its Policy and arrangements whenever it deems this appropriate with or without notice to the Client. Further information regarding the Policy is available upon request.

Should you require any further information and/or have any questions about conflicts of interest, please direct your request and/or questions to info@megaequity.com .

Nicosia, March. 2014

Mega Equity Securities and Financial Services Public Limited, operating through the brand name of Mega FX (hereinafter called the “Company”) is a member of the Investor Compensation Fund (hereinafter called the “Fund”). The objective of the Fund is to secure any claims of covered clients against members of the Fund and the main essence of the Fund is to compensate covered clients for any claims arising from the malfunction by a member of the Fund to fulfill its obligations despite whether that obligation arises from legislation, the client agreement or from wrongdoing on the part of the member of the Fund.

Failure to execute its obligations consists of the following:

1. Failure to return to a covered client funds owed to them or funds which belong to them but are held by a member of the Fund, directly or indirectly, in the framework of the provision by the member of the Fund to the client of a covered service and which the client has requested that the member of the Fund returns in exercise of their relevant right; or
2. Failure to return to a covered client financial instruments which belong to them and which the member of the Fund holds, manages or keeps on its account, including the case where the member of the Fund is responsible for the administrative management of the said financial instruments.

The Company’s Clients have the risk of losing their assets which are held by third parties, especially in case of their insolvency and in case the third parties are not covered by any investor compensation system and/or other insurance cover.

Covered Services

Covered Services are the investment services listed on the Company’s license (license number 011/03) issued by the Cyprus Securities and Exchange Commission.

Covered Clients

The Company’s Clients are all covered by the Fund unless they fall within the following categories:

1. The following categories of institutional and professional investors:

   1. Investment Firms;
   2. Legal entities associated with the Company and, in general, belonging to the same group of companies;
   3. Banks;
   4. Cooperative credit institutions;
   5. Insurance companies;
   6. Collective investment organizations in transferable securities and their management companies;
   7. Social insurance institutions and funds;
   8. Investors characterized by the Company as professionals;
2. States and supranational organizations;
3. Central, federal, confederate, regional and local administrative authorities;
4. Enterprises associated with the Company;
5. All staff of the Company inclusive of Managerial and Administration staff;
6. Shareholders of the Company whose participation directly or indirectly in the capital of the member of the fund amounts to at least 5% of its share capital, or its partners who are personally liable for the obligations of the member of the Fund, as well as persons responsible for the carrying out of the financial audit of the member of the Fund as provided by the Law, such as qualified auditors;
7. Investors having an enterprise connected with the Company and in general of the group of companies to which the Company belongs, positions or duties corresponding to the ones listed in paragraphs 5 and 6 above;
8. Second-degree relatives and spouses of the persons listed in paragraphs 5, 6 and 7 as well as third parties acting for the account of these persons;
9. Apart from investors convicted of a criminal offence pursuant to the Prevention and Suppression of Money Laundering Activities Law of 1996 – 2012, investor-clients of the Company responsible for facts pertaining to the Company that has caused its financial difficulties or has contributed to the worsening of its financial situation or which have profited from these facts;
10. Investors in the form of a company which due to its size is not allowed to draw a summary balance sheet in accordance with the Companies Law or a corresponding law of a Member State.

Procedure for Decision to Commence the Compensation Payment Process

The Fund will commence the compensation payment process in at least one of the following circumstances:

1. The Cyprus Securities and Exchange Commission has determined by Resolution that a member of the Fund is unable to meet client claims provided that this inability is a result from its financial circumstances which show no prospect of improving in the near future; or
2. A judicial authority has on reasonable grounds directly related to the financial circumstances of the member issued a ruling with the effect that investors ability to lodge claims against it are suspended or that a well-founded claim by a client exists then the compensation payment procedure will commence.

Upon issuing a decision to initiate the compensation payment process, the Cyprus Securities and Exchange Commission will publish, in at least three national newspapers, an invitation to the covered clients to make their claims. In that invitation a procedure for submission of the relevant applications, a deadline for submission and the content will be outlined.

Amount of Compensation

The Company’s books will be used together with supporting evidence to ascertain the claims of a member and the amount payable will be calculated in accordance with the legal and contractual terms governing the relation of the client with the member of the Fund subject to set-off rules. The calculation of compensation payable will derive from the sum of the total established claims of the covered client arising from all covered services provided, regardless of the number of accounts of which it is a beneficiary, the currency and the place of provision of these services. If the claim exceeds €20,000 then the claimant is only entitled to receive a maximum of the equivalent of €20,000.

Nicosia, March, 2014

Following the implementation of the Markets in Financial Instruments Directive (MiFID) in the European Union and in accordance with the Investment Services and Activities and Regulated Markets Law of 2007 (Law 144(I)/2007), as amended, from time to time in Cyprus, Mega Equity Securities and Financial Services Public Limited, operating through the brand name of Mega FX(hereinafter called the “Company”) is required to categorize its Clients into one of the following three categories: Retail, Professional or Eligible counterparty.

Categorization Criteria

The categorization criteria set by the relevant legislation are the following:

“Retail Client” is a client who is not a professional client or an eligible counterparty as this is described below.

“Eligible Counterparty” is any of the following entities to which a Credit Institution or an Investment Firm provides the services of Reception and Transmission of Orders on behalf of clients and/or Execution of such orders and/or Dealing on own account: Cyprus Investment Firms, other Investment Firms, Credit Institutions, Insurance Undertakings, UCITS and their management companies, Pension Funds and their management companies and other Financial Institutions authorized by a Member State or regulated under Community legislation or the national law of a Member State, undertakings exempted from the application of the Investment Services and Activities and Regulated Markets Law of 2007, as amended from time to time, under article 3(2)(k) and (l), National Governments and their corresponding offices including Public Bodies that deal with Public Debt, Central Banks and Supranational Organizations.

“Professional Client” is a client who possesses the experience, knowledge and expertise to make his/her own investment decisions and properly assess the risks that he incurs. In order to be considered a professional client, a client must comply with the following criteria:

A. Categories of client who are considered to be Professionals

The following should all be regarded as Professionals in all investment services and activities and financial instruments.

1. 1. Entities which are required to be authorized or regulated to operate in the financial markets. The list below should be understood as including all authorized entities carrying out the characteristic activities of the entities mentioned: entities authorized by a Member State under a European Community Directive, entities authorized or regulated by a Member State without reference to such Directive and entities authorized or regulated by a non- Member State:

   1. Credit institutions
   2. Investment firms
   3. Other authorized or regulated financial institutions
   4. Insurance Undertakings
   5. Collective investment schemes and management companies of such schemes
   6. Pension funds and management companies of such funds
   7. Commodity and commodity derivatives dealers
   8. Locals
   9. Other institutional investors

2. Large undertakings meeting two of the following size requirements on a proportional basis:

   
   

   – balance sheet total of at least EUR 20,000,000

   – net turnover of at least EUR 40,000,000

   – own funds of at least EUR 2,000,000

3. National and regional governments, public bodies that manage public debt, Central Banks, international and supranational institutions such as the World Bank, the Internal Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organizations.

4. Other institutional investors whose main activity is to invest in financial instruments, including entities dedicated to the securitization of assets or other financing transactions.

   
   

   The entities mentioned above are considered to be Professionals. They are however allowed to request non- professional treatment and the Company may agree to provide a higher level of protection. Where the client of the Company is an undertaking referred to above, the Company must inform the Client, prior to any provision of services that, on the basis of the information available to the Company, the client is deemed to be a professional client, and will be treated as such unless the Company and the client agree otherwise. The client may request a variation of the terms of the agreement in order to secure a higher degree of protection.

   
   

   It is the responsibility of the client, considered to be a professional client, to ask for a higher level of protection when it deems it is unable to properly assess or manage the risks involved.

   
   

   This higher level of protection will be provided when a client who is considered to be a professional, enters into a written agreement with the Company to the effect that it shall not be treated as a professional for the purposes of the applicable conduct of business regime. Such agreement will specify whether this applies to one or more particular services or transactions, or to one or more types of product or transaction.

B. Clients who may be treated as Professionals on request

1. Identification criteria

   
   

   Clients other than those mentioned in Part A, including public sector bodies and private Individual investors, may also be allowed to waive some of the protections afforded by the conduct of business rules.

   
   

   The Company is allowed to treat any of the above clients as Professionals provided the relevant criteria and procedure mentioned below are fulfilled. These clients will not, however, be presumed to possess market knowledge and experience comparable to that of the categories listed in Part A.

   
   

   Any such waiver of the protection afforded by the standard conduct of business regime will be considered valid only if an adequate assessment of the expertise, experience and knowledge of the client, undertaken by the Company, gives reasonable assurance, in light of the nature of the transactions or services envisaged, that the client is capable of making his own investment decisions and understanding the risks involved.

   
   

   The fitness test applied to managers and directors of entities licensed under European Directives in the financial field could be regarded as an example of the assessment of expertise and knowledge. In the case of small entities, the person subject to the above assessment should be the person authorized to carry out transactions on behalf of the entity.

   
   

   In the course of the above assessment, as a minimum, two of the following criteria should be satisfied:

   
   

   – the client has carried out transactions, in significant size, on the relevant market at an average frequency of 10 per quarter over the previous four quarters,

   – the size of the client’s financial instrument portfolio, defined as including cash deposits and financial instruments exceeds EUR 500 000,

   – the client works or has worked in the financial sector for at least one year in a professional position, which requires knowledge of the transactions or services envisaged.

2. Procedure

   
   

   The clients defined above may waive the benefit of the detailed rules of conduct only where the following procedure is followed:

   
   

   – they must state in writing to the Company that they wish to be treated as a professional client, either generally or in respect of a particular investment service or transaction, or type of transaction or product,

   – the Company will give them a clear written warning of the protections and investor compensation rights they might lose,

   – they must state in writing, in a separate document from the contract, that they are aware of the consequences of losing such protections.

   
   

   Before deciding to accept any request for waiver, the Company is required to take all reasonable steps to ensure that the client requesting to be treated as a professional client meets the relevant requirements stated in paragraph B.1 above.

   
   

   However, if clients have already been categorized as professionals under parameters and procedures similar to those above, it is not intended that their relationships with the Company should be affected by any new rules adopted pursuant to the Directive(s) and Legislation mentioned above.

   
   

   The Company implements appropriate written internal policies and procedures to categorize clients.

   
   

   Professional clients are responsible for keeping the Company informed about any change, which could affect their current categorization. Should the Company become aware that the client no longer fulfills the initial conditions which made him eligible for a professional treatment; the Company shall take any appropriate action.

   Request for different Categorization
   

   In accordance with Paragraph B.2 above, the following requests may be submitted to the Company:

   
   
   1. A Retail Client requesting to be categorized as a Professional Client. In that case the Client will be afforded a lower level of protection.
   2. A Professional Client requesting to be categorized as a Retail Client. In that case the Client seeks to obtain a higher level of protection.
   3. An Eligible Counterparty requesting to be categorized as a Professional Client or Retail Client. In that case the Client seeks to obtain a higher level of protection.

   The Company reserves the right to decline any of the above requests for different categorization.

Protection Rights

Retail Clients / Professional Clients

Where the Company treats the Client as a retail client, he will be entitled to more protections under the law than if the Client was entitled to be a professional client. In summary, the additional protections retail clients are entitled to are as follows:

1. A retail client will be given more information/disclosures with regard to the Company, its services and any investments, its costs, commissions, fees and charges and the safeguarding of client financial instruments and client funds.

2. Under the Law, where the Company provides investment services other than investment advice (in the form of personal recommendations) or discretionary portfolio management, the Company shall ask a retail client to provide information regarding his knowledge and experience in the investment field relevant to the specific type of product or service offered or demanded so as to enable the investment firm to assess whether the investment service or product envisaged is appropriate for the client. In case the Company considers, on the basis of the information received, that the product or service is not appropriate to a retail client, it shall warn the client accordingly. Please note that the Company is not required to assess appropriateness in certain cases specified by Law.

   The Company shall be entitled to assume that a professional client has the necessary experience and knowledge in order to understand the risks involved in relation to those particular investment services or transactions, or types of transaction or product, for which the client is classified as a professional client.

   Consequently, and unlike the situation with a retail client, the Company should not generally need to obtain additional information from the client for the purposes of the assessment of appropriateness for those products and services for which they have been classified as a professional client.

3. When executing orders, investment firms and credit institutions providing investment services must take all reasonable steps to achieve what is called “best execution” of the client’s orders that is to obtain the best possible result for their clients.

   Where the Company executes an order on behalf of a retail client, the best possible result shall be determined in terms of the total consideration, representing the price of the financial instrument and the costs related to execution, which shall include all expenses incurred by the client which are directly related to the execution of the order, including execution venue fees, clearing and settlement fees and any other fees paid to third parties involved in the execution of the order.

   When providing professional clients with best execution the Company is not required to prioritize the overall costs of the transaction as being the most important factor in achieving best execution for them.

4. Investment firms and credit institutions providing investment services must obtain from clients such information as is necessary for the firm or credit institution, as the case may be, to understand the essential facts about the client and to have a reasonable basis for believing, giving due consideration to the nature and extent of the service provided, that the specific transaction to be recommended, or entered into in the course of providing a portfolio management service, satisfies the following criteria:

   1. it meets the investment objectives of the client in question;
   2. it is such that the client is able financially to bear any related investment risks consistent with his investment objectives;
   3. it is such that the client has the necessary experience and knowledge in order to understand the risks involved in the transaction or in the management of his portfolio.

   Where the Company provides an investment service to a professional client it shall be entitled to assume that, in relation to the products, transactions and services for which it is so classified, the client has the necessary level of experience and knowledge for the purposes of paragraph (iii) above. In addition, under certain circumstances, the Company shall be entitled to assume that a professional client is able financially to bear any investment risks consistent with its investment objectives.

5. The Company must inform retail clients of material difficulties relevant to the proper carrying out of their order(s) promptly upon becoming aware of the difficulty.

6. The Company is required to provide retail clients:

   1. with more information than professional clients as regards execution of orders, other than for portfolio management
   2. with periodic statements in respect of portfolio management activities carried out on their behalf, more frequently than for professional clients,
7. Where the Company provides portfolio management transactions for retail clients or operate retail client accounts that include an uncovered open position in a contingent liability transaction, it shall also report to the retail client any losses exceeding any predetermined threshold, agreed between the Company and the client, no later than the end of the business day in which the threshold is exceeded or, in a case where the threshold is exceeded on a non-business day, the close of the next business day.
8. The Company shall not use financial instruments held by the Company on behalf of a client for the Company’s own account or the account of another client of the Company, without the client’s prior express consent to the use of the instruments on specified terms, as evidenced, in the case of a retail client, by his signature or equivalent alternative mechanism.
9. Retail clients may be entitled to compensation under the Investor Compensation Fund for Bank Clients or the Investor Compensation Fund for Clients of Investment Firms, as the case may be.

Eligible Counterparties

Where the Company treats the Client as an eligible counterparty, the Client will be entitled to fewer protections under the law than he would be entitled to as a professional client. In particular, and in addition to the above:

1. The Company is not required to provide the Client with best execution in executing the Client’s orders;
2. The Company is not required to disclose to Client information regarding any fees or commissions that the Company pays or receives;
3. The Company is not required to assess the suitability or appropriateness of a product or service that it provides to Client but can assume that the Client have the expertise to choose the most appropriate product or service for him and that he is able financially to bear any investment risks consistent with his investment objectives;
4. The Company is not required to provide the Client with information about the Company, its services and the arrangements through which the Company will be remunerated;
5. The Company is not required to provide the Client with risk disclosures on the products or services that he selects from the Company; and
6. The Company is not required to provide reports to the Client on the execution of his orders or the management of his investments.

Nicosia, March, 2014

Mega Equity Securities and Financial Services Public Limited, operating through the brand name of Mega FX (hereinafter called the “Company”), is an Investment Firm regulated by the Cyprus Securities and Exchange Commission (license number 011/03). This notice is provided to you in accordance with the Markets in Financial Instrument Directive (MiFID) of the European Union.

The Company does not and cannot guarantee the initial capital of the Clients’ portfolio or its value at any time or any money invested in any financial instrument.

The Client should unreservedly acknowledge and accept that, regardless of any information which may be offered by the Company, the value of any investment in Financial Instruments may fluctuate downwards or upwards and it is even probable that the investment may become of no value.

The Client should unreservedly acknowledge and accept that he/she runs a great risk of incurring losses and damages as a result of the purchase and/or sale of any Financial Instrument and accepts and declares that he/she is willing to undertake this risk.

The Client should not engage in any investment directly or indirectly in Financial Instruments unless he/she knows and understands the features risks involved for each one of the Financial Instruments.

The Client should declare that he/she has read, comprehends and unreservedly accepts the following:

1. Information of the previous performance of a Financial Instrument does not guarantee its current and/or future performance. The use of historical data does not constitute a binding or safe forecast as to the corresponding future performance of the Financial Instruments to which the said information refers.
2. Some Financial Instruments may not become immediately liquid as a result e.g. of reduced demand and the Client may not be in a position to sell them or easily obtain information on the value of these Financial Instruments or the extent of the associated risks.
3. When a Financial Instrument is traded in a currency other than the currency of the Client’s country of residence, any changes in the exchange rates may have a negative effect on its value, price and performance.
4. A Financial Instrument on foreign markets may entail risks different to the usual risks of the markets in the Client’s country of residence. In some cases, these risks may be greater. The prospect of profit or loss from transactions on foreign markets is also affected by exchange rate fluctuations.
5. A Derivative Financial Instrument (i.e. option, future, forward, swap, contract for difference) may be a non-delivery spot transaction giving an opportunity to make profit on changes in currency rates, commodity, stock market indices or share prices called the underlying instrument.
6. The value of the derivative financial instrument may be directly affected by the price of the security or any other underlying asset which is the object of the acquisition.
7. The Client must not purchase a derivative financial instrument unless he is willing to undertake the risk of losing entirely all the money which he/she has invested and also any additional commissions and other expenses incurred.
8. The Client acknowledges and accepts that there may be other risks which are not contained above.

The Client should take the risk that his/her trades in Financial Instruments may be or become subject to tax and/or any other duty for example because of changes in legislation or his/her personal circumstances. The Company does not warrant that no tax and/or any other stamp duty will be payable. The Client should be responsible for any taxes and/or any other duty which may accrue in respect of his trades.

Before the Client begins to trade, he/she should obtain details of all commissions and other charges for which the Client will be liable. If any charges are not expressed in money terms (but for example as a dealing spread), the Client should obtain a clear written explanation, including appropriate examples, to establish what such charges are likely to mean in specific money terms.

In order to comply with the Markets in Financial Instrument Directive (MiFID) of the European Union, the Company will classify the prospective client as Retail Client, Professional Client or Eligible counterparty when considering the application for opening an account, based on the information provided to the Company.

Prior to applying for a trading account the Client should consider carefully whether investing in a specific Financial Instrument is suitable for him/her in the light of his/her circumstances and financial resources. Investing in some Financial Instruments entails the use of “gearing” or “leverage”. In considering whether to engage in this form of investment, the Client should be aware of the following:

1. The high degree of “gearing” or “leverage” is a particular feature of Derivative Financial Instruments.

   
   

   This stems from the margining system applicable to such trades, which generally involves a comparatively modest deposit or margin in terms of the overall contract value, so that a relatively small movement in the underlying market can have a disproportionately dramatic effect on the Client’s trade. If the underlying market movement is in the Client’s favor, the client may achieve a good profit, but an equally small adverse market movement can not only quickly result in the loss of the Clients’ entire deposit, but may also expose the Client to a large additional loss. In regard to transactions in Spot Forex and Commodities with the company, Spot Forex and Commodities are non-delivery spot transactions giving an opportunity to make profit on changes in currency rates and on Commodity versus currency rate. The Client must not trade in Forex or Commodities unless he/she is willing to undertake the risks of losing entirely all the money which he/she has invested and also any additional commissions and other expenses incurred.

2. The Client may be called upon to deposit substantial additional margin, at short notice, to maintain his/her position(s). If the Client does not provide such additional funds within the time required, his/her investment position may be closed. The Company guarantees that there will be no negative balance in the trading account when trading Forex or Commodities.
3. Such transactions may not be undertaken on a recognized or designated investment exchange and, accordingly, they may expose the Client to greater risks than exchange transactions. The terms and conditions and trading rules may be established solely by the counterparty. The Client may only be able to close an open position of any given contract during the opening hours of the exchange. The Client may also have to close any position with the same counterparty with whom it was originally entered into. In regard to transactions in Forex and Commodities with the Company, the Company is using a Trading Platform for transactions which does not fall into the definition of a recognized exchange as this is not a Multilateral Trading Facility because the Company is always using Depaho Ltd as the counterparty in every client transaction.
4. The Company may not provide the Client with investment advice relating to investments or possible transactions in investments or make investment recommendations of any kind. This prohibition is subject to an exception where advice given amounts to the giving of factual market information or information, in relation to a transaction about which the Client has enquired, as to transaction procedures, potential risks involved and how those risks may be minimized.
5. The Company may be required to hold the Client’s money in an account that is segregated from other clients and the Company’s money in accordance with current regulations, but this may not afford complete protection.

This notice cannot and does not disclose or explain all of the risks and other significant aspects involved in dealing in all financial instrument and investment services. The Client will be informed in more detail for the risks involved based on the categorization assigned to him/her by the Company and the investment services and financial instruments selected.

Please refer to the Risk Disclaimer for Spot Forex and/or Commodities if you are considering trading with the Company in the financial instruments of Forex and/or Commodities.

Nicosia, March, 2014