Client Agreement & Terms of Business Universal Liquidity Provider (ULP)
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1. Introduction
This Client Agreement and Terms of Business ("Agreement") govern the relationship between Universal Liquidity Provider ("ULP") and the client ("User"). This document outlines the terms and conditions under which ULP provides services to the User. It is essential to read this Agreement carefully and seek legal advice if necessary. By using ULP's services, the User agrees to be bound by the terms and conditions set forth in this Agreement.
2.1 Our Capacity
Universal Liquidity Provider is a registered firm authorized to trade on a matched principal basis. ULP operates in compliance with the regulations set forth by the relevant regulatory authorities.
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2.2 Services Provided
ULP offers trading services in various financial instruments, including Foreign Exchange (FX), digital assets, metals, and Contracts for Difference (CFDs). These services are provided on a spot basis, and ULP may, at its sole discretion, offer additional services or products in the future.
2.3 User Representations and Warranties
The User represents and warrants that they are of legal age (18 years or older) and have the legal capacity to enter into this Agreement. If the User is acting on behalf of a third party, such as an employer, they warrant that they have the authority to bind that third party to this Agreement. The User also represents that they have read and understood this Agreement, including the risk disclosures, and that they will comply with all applicable laws and regulations.
2.4 Client Classification
ULP classifies Users as Professional Clients and does not engage with retail clients. The User acknowledges that they have been classified as a Professional Client and agrees to inform ULP promptly of any changes that may affect this classification.
2.5 Trading and Security
The User authorizes ULP to execute trades on their behalf based on instructions received through the trading platform. The User is responsible for all actions taken using their account credentials and must notify ULP immediately of any unauthorized access or misuse of their account. ULP reserves the right to take any necessary actions to protect the security of the platform, including suspending or limiting User access.
2.6 Use of Platform
The User agrees to use the trading platform in compliance with all applicable laws and regulations. The User shall not use the platform in any jurisdiction where such use is prohibited. ULP grants the User a limited, revocable, non-exclusive license to access and use the platform for the purpose of trading financial instruments offered by ULP.
2.7 Suspension or Limitation
ULP reserves the right to suspend or limit the User's access to the platform under certain circumstances, including but not limited to platform failure, security breaches, or market conditions. ULP may also discontinue transmitting information or refuse to process transactions if it deems such actions necessary.
2.8 Control of the Platform
ULP retains full control over the functionality, configuration, and content of the trading platform. ULP may modify the platform at any time, including the parameters and protocols for order placement and execution.
2.9 Transmission of Information
The User acknowledges that ULP is not responsible for any loss or corruption of information transmitted through the platform. ULP shall not be liable for any unauthorized use of the User's account credentials, except in cases of gross negligence or willful misconduct by ULP.
2.10 Fees
The User agrees to pay all fees and commissions as outlined by ULP. These fees may include spreads, commissions, overnight financing charges, and inactivity fees. The User is responsible for any taxes or levies imposed by governmental authorities in connection with their trading activities.
2.11 Inactivity Fees
If the User's account remains inactive for a period of six months, ULP may charge an inactivity fee of $50/€45/£40 per month until trading activity resumes or the account is closed.
2.12 Risk of Transactions
The User acknowledges that trading in financial instruments involves a high degree of risk. The User understands that they may lose some or all of their invested capital and that ULP does not guarantee any profit from trading activities.
2.13 Client Funds
ULP handles client funds in accordance with the regulations set forth by the relevant regulatory authorities. Client funds may be held in segregated accounts or transferred to third parties, such as clearing houses or brokers, as necessary to facilitate transactions.
2.14 Termination of TTCA
The User may terminate the Title Transfer Collateral Arrangement (TTCA) by notifying ULP in writing. The notice must be received by ULP no later than 12:00 noon on the day the User wishes to terminate the TTCA. ULP will transfer any excess funds to a segregated account in accordance with regulatory requirements.
2.15 Margin Requirements
The User must maintain sufficient margin in their account to cover all open positions. ULP may issue margin calls if the User's account equity falls below the required margin level. Failure to meet margin requirements may result in the liquidation of the User's positions.
2.16 Security Agreement
The User grants ULP a security interest in their account and any collateral provided to secure their obligations to ULP. ULP may, at its sole discretion, apply any funds or assets in the User's account to satisfy any outstanding obligations.
2.17 Liquidation of Accounts and Deficit Balances
ULP may liquidate the User's account if the User breaches the terms of this Agreement, fails to meet margin requirements, or if ULP deems such action necessary for its protection. The User is responsible for any deficit balance resulting from the liquidation of their account.
2.18 Trade Confirmations
Trades executed through the platform will be confirmed online at the time of execution. The User must notify ULP of any discrepancies in trade confirmations within 30 minutes of execution. Failure to object to a trade confirmation shall be deemed as ratification of the trade by the User.
2.19 Communications
All communications between ULP and the User, including trade confirmations, account statements, and notices, may be transmitted electronically. The User consents to the receipt of electronic communications and agrees that such communications are binding.
2.20 Force Majeure
ULP shall not be liable for any losses, damages, or delays caused by events beyond its control, including but not limited to natural disasters, acts of God, civil unrest, or technological failures.
2.21 Intellectual Property and Confidentiality
The User acknowledges that ULP owns all intellectual property rights associated with the trading platform and its content. The User agrees not to modify, reverse-engineer, or distribute any part of the platform without ULP's prior written consent.
2.22 Disclaimers and Limitation of Liability
ULP disclaims all warranties, express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose. ULP shall not be liable for any indirect, incidental, or consequential damages arising from the use of the platform or trading activities.
2.23 Indemnification
The User agrees to indemnify and hold harmless ULP from any claims, losses, or damages arising from the User's use of the platform or breach of this Agreement.
2.24 Disclosure of User Information
ULP may disclose User information to regulatory authorities or law enforcement agencies as required by law. The User consents to the processing of their personal information in accordance with ULP's privacy policy.
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3.1 Eligibility
To open an account with ULP, the User must be at least 18 years old and have the legal capacity to enter into a binding contract. ULP reserves the right to refuse service to anyone for any reason permitted by applicable law.
3.2 Application Process
The User must complete the account application form and provide accurate and current information. The User must read, understand, and agree to this Agreement and all applicable addenda.
3.3 Documentation
ULP may require the User to submit additional documentation to verify their identity, source of funds, or other information as part of ULP's Know Your Customer (KYC) and Anti-Money Laundering (AML) procedures.
3.4 Account Approval
ULP will review the User's application and notify them of its decision via email. ULP reserves the right to reject any application without providing a reason.
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4.1 Initial Deposit
Upon approval of the User's account, they must make an initial deposit in their account currency. The minimum initial deposit amount will be specified during the account opening process.
4.2 Deposit Methods
ULP accepts deposits via bank wire transfer, credit/debit cards, and select digital asset transfers. ULP does not accept cash or cheque deposits.
4.3 Deposit Confirmation
Deposits will be credited to the User's account once they have been fully cleared and collected by ULP's bank or depository institution. The User will be notified via email once their funds have been received, posted to their account, and are available for trading.
4.4 Withdrawals
The User may request withdrawals from their account at any time, subject to maintaining sufficient margin for open positions. Withdrawal requests will be processed within 1-3 business days, depending on the withdrawal method.
4.5 Fees
All banking fees related to deposits and withdrawals shall be charged to the User's account at ULP's discretion.
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5.1 Account Activation
Once the User's account is funded, they will receive login credentials for the ULP trading platform.
5.2 Platform Familiarization
Before placing their first trade, the User is strongly encouraged to familiarize themselves with the ULP trading platform, including its order entry process, available markets, and risk management tools.
5.3 Demo Account
ULP offers a demo account facility to allow the User to practice trading without risking real money. The User is encouraged to use this facility to become comfortable with the platform and ULP's trading conditions.
5.4 Initial Margin Requirements
Before opening any position, the User must have sufficient available equity to meet the initial margin requirement for that position. Initial margin requirements vary by instrument and are subject to change at ULP's discretion.
5.5 Order Types
ULP offers various order types, including Market Orders, Limit Orders, and Stop Orders. The User should familiarize themselves with how each order type functions before using them.
5.6 Position Limits
ULP reserves the right to limit the number of open positions the User can hold at any time. These limits may vary based on account type and market conditions.
6.1 Access
ULP grants the User a non-exclusive, non-transferable license to use the trading platform for the purpose of trading financial instruments offered by ULP.
6.2 Security
The User is responsible for maintaining the confidentiality of their login credentials. Any actions taken using the User's account credentials will be deemed to have been authorized by the User.
6.3 Platform Availability
While ULP strives to ensure high availability of the trading platform, ULP does not guarantee uninterrupted access. ULP is not liable for any losses resulting from platform downtime or technical issues.
6.4 Market Data
The platform provides real-time market data. While ULP makes efforts to ensure its accuracy, ULP does not guarantee the accuracy, timeliness, or completeness of this data.
7.1 Execution Model
ULP operates on a matched principal basis, meaning ULP may act as a counterparty to the User's trades while simultaneously offsetting the risk with liquidity providers.
7.2 Best Execution
ULP will take all reasonable steps to obtain the best possible result for the User when executing orders, taking into account factors such as price, costs, speed, and likelihood of execution.
7.3 Slippage
In fast-moving markets, the price at which an order is executed may differ from the price quoted at the time of order entry. This is known as slippage and can work in the User's favor or against them.
7.4 Rejection of Orders
ULP reserves the right to reject any order for any reason, including but not limited to insufficient margin, excessive risk, or suspected market abuse.
8.1 Initial Margin
The User must maintain sufficient funds in their account to meet the initial margin requirements for any positions they wish to open.
8.2 Maintenance Margin
Open positions are subject to ongoing maintenance margin requirements. If the User's account equity falls below the maintenance margin level, they may be subject to a margin call.
8.3 Margin Calls
ULP may, but is not obligated to, issue margin calls when the User's account equity falls below required levels. It is the User's responsibility to monitor their account and maintain sufficient margin at all times.
8.4 Liquidation
If the User's account equity falls below the liquidation level, ULP reserves the right to close some or all of the User's open positions without prior notice to bring the account back into margin compliance.
9.1 Spread
ULP's primary compensation is the spread, which is the difference between the bid and ask prices quoted for each instrument.
9.2 Commissions
Certain account types or instruments may be subject to commission charges. These will be clearly disclosed to the User before trading.
9.3 Overnight Financing
Positions held open overnight may be subject to financing charges (or credits), also known as swap rates.
9.4 Inactivity Fee
Accounts with no trading activity for an extended period may be subject to inactivity fees.
10.1 Disclosure
ULP may have interests that conflict with the User's interests. ULP maintains a Conflicts of Interest Policy to identify, prevent, and manage such conflicts.
10.2 Market Making
As a matched principal broker, ULP may act as a market maker in certain instruments, which could create a conflict of interest with the User's positions.
11.1 High Risk Investment
Trading in financial instruments, including but not limited to forex, CFDs, and digital assets, involves a high degree of risk. The User may lose some or all of their invested capital.
11.2 Leverage Risk
Trading on margin or using leverage can work against the User as well as for them. It can lead to large losses as well as gains.
11.3 Volatility Risk
The markets in which the User will be trading can be highly volatile, which can lead to rapid and unpredictable price movements.
11.4 Liquidity Risk
Some markets or instruments may become illiquid, making it difficult or impossible to close out a position.
11.5 Counterparty Risk
As ULP acts as the counterparty to the User's trades, the User is exposed to the financial and business risks, including credit risk, associated with dealing with ULP.
11.6 Technology Risk
Trading via an electronic platform carries risks associated with hardware, software, and internet connection failures.
11.7 No Guarantee of Profit
ULP does not guarantee any profit from trading activities. Past performance is not indicative of future results.
12.1 Client Representations and Warranties
The User represents and warrants to ULP that they have read and understood this Agreement and the risk disclosures provided. The User is of legal age and mental capacity to enter into this Agreement and is trading for their own account unless they have disclosed otherwise to ULP and provided the necessary authorizations. The User also represents that the funds used for trading are not derived from any illegal or criminal activity and that they have sufficient knowledge and experience to understand the risks involved in trading complex financial instruments.
13.1 Account Monitoring
The User is solely responsible for monitoring their account, including ensuring sufficient margin is maintained at all times.
13.2 Tax Obligations
The User is responsible for any tax liabilities arising from their trading activities. ULP does not provide tax advice.
13.3 Market Information
While ULP may provide market analysis or commentary, the User is responsible for making their own trading decisions.
13.4 Confidentiality
The User agrees to keep all information related to their account and ULP's services confidential.
13.5 Notification of Changes
The User must promptly notify ULP of any changes to their personal information, financial circumstances, or any information provided during the account opening process.
14.1 Market Manipulation
The User shall not engage in any activity that could be considered market manipulation, including but not limited to pump and dump schemes, spoofing, or layering.
14.2 Arbitrage
The use of latency arbitrage or other techniques to exploit pricing discrepancies is strictly prohibited.
14.3 Expert Advisors
While the use of Expert Advisors (EAs) is permitted, the User must ensure that their EA does not place an unreasonable burden on ULP's servers or engage in any prohibited activities.
14.4 Multiple Accounts
Operating multiple accounts to circumvent trading limits or engage in prohibited activities is not allowed.
15.1 Internal Complaint Handling
If the User has any complaints or disputes regarding ULP's services, they should first contact ULP's Customer Support team. ULP will attempt to resolve the issue promptly and fairly.
15.2 Records
In case of any dispute, ULP's records shall be considered conclusive evidence of the User's trading activities and instructions.
15.3 Arbitration
If a dispute cannot be resolved through ULP's internal complaint handling process, the User agrees that any dispute arising out of or relating to this Agreement shall be settled by binding arbitration.
15.4 Arbitration Procedure
The arbitration shall be conducted by a single arbitrator in accordance with the rules of a relevant arbitration body. The arbitration shall take place in a specified location, and the language of the arbitration shall be English.
15.5 Class Action Waiver
The User agrees to waive any right to participate in a class action lawsuit or class-wide arbitration against ULP or its affiliates.
16.1 Termination by Client
The User may terminate this Agreement at any time by providing written notice to ULP, provided that they do not have any open positions and have satisfied all obligations to ULP.
16.2 Termination by ULP
ULP reserves the right to terminate this Agreement at any time, with or without cause, by providing the User with written notice.
16.3 Immediate Termination
ULP may terminate this Agreement immediately without notice if the User breaches any material term of this Agreement, becomes bankrupt or insolvent, or if ULP has reason to believe the User is engaged in illegal or fraudulent activities.
16.4 Effect of Termination
Upon termination, all open positions will be closed at the prevailing market rates, and any remaining balance in the User's account will be returned to them, subject to any applicable fees or charges.
17.1 Governing Law
This Agreement and any dispute arising out of or in connection with it shall be governed by and construed in accordance with the laws of the relevant jurisdiction.
17.2 Jurisdiction
Subject to the arbitration clause, the User irrevocably agrees that the courts of the relevant jurisdiction shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement.
18.1 Entire Agreement
This Agreement, together with any addenda or additional agreements referenced herein, constitutes the entire agreement between the User and ULP with respect to the subject matter hereof.
18.2 Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect.
18.3 No Waiver
Any failure or delay by ULP in exercising any right, power, or privilege under this Agreement shall not operate as a waiver thereof.
18.4 Assignment
The User may not assign or transfer any rights or obligations under this Agreement without the prior written consent of ULP. ULP may assign this Agreement to any successor or affiliated company upon notice to the User.
18.5 Amendments
ULP reserves the right to amend this Agreement at any time. Any amendments will be notified to the User and will become effective on the date specified in the notice.
18.6 Language
This Agreement is provided in English, and all communications between the User and ULP shall be in English.
19.1 Summary of Key Points
This Agreement governs the User's relationship with Universal Liquidity Provider (ULP) for trading financial instruments. Trading involves significant risks, including the potential loss of the User's invested capital. The User is responsible for monitoring their account, maintaining sufficient margin, and understanding the risks involved. ULP operates on a matched principal basis and strives to provide best execution for the User's orders. Disputes will be resolved through arbitration if they cannot be settled through ULP's internal complaint process. This Agreement is governed by the laws of the relevant jurisdiction and may be amended by ULP with notice to the User.
20.1 Client Acknowledgement
By opening an account with ULP or using ULP's services, the User acknowledges that they have read, understood, and agree to be bound by all the terms and conditions outlined in this Agreement. The User has received, read, and understood the risk disclosures provided by ULP. The User understands that trading financial instruments involves a high degree of risk and may result in loss of funds greater than those deposited in their account. The User has sufficient knowledge and experience to make their own evaluation of the merits and risks of entering into transactions with ULP. The User is acting as principal and not as agent on behalf of any third party, unless they have disclosed otherwise to ULP and provided the necessary authorizations. All information the User has provided to ULP is true, correct, and complete, and they will notify ULP promptly of any changes to this information. The User consents to the electronic delivery of all communications from ULP.
Schedule No. 1 – Trading Account Parameters
