Neex Legal Document / Client Agreement

CLIENT
AGREEMENT
Neex Legal Document / Client Agreement

Neex Limited is incorporated under the International Business Company’s Act, Cap
12.14 of Saint Lucia (IBC Act) with Registration Number 2024-00263. Our registered
address is at Ground Floor, The Sotheby Building, Rodney Bay, Gros-Islet, P.O. Box
838, Castries, Saint Lucia. Our email address is: [email protected].

TERMS AND CONDITIONS

IMPORTANT NOTICES: PLEASE READ CAREFULLY. NEEX LIMITED PROVIDES

AN EXECUTION-ONLY SERVICE UNDER THESE TERMS AND CONDITIONS.
FOREX AND CFDS ARE COMPLEX INSTRUMENTS. THEY COME WITH A HIGH
RISK OF LOSING MONEY RAPIDLY DUE TO LEVERAGE. YOU SHOULD
CONSIDER WHETHER YOU UNDERSTAND HOW FOREX AND CFDS WORK,
AND WHETHER YOU CAN AFFORD TO INCUR LOSSES AND HAVE THE
APPROPRIATE RISK APPETITE. A USEFUL EXPLANATION OF THE RISKS
ASSOCIATED WITH OUR TRANSACTIONS IS SET OUT IN THE RISK WARNING
DISCLOSURE AVAILABLE ON OUR WEBSITE. YOU SHOULD ENSURE YOU
FULLY UNDERSTAND SUCH RISKS BEFORE OPENING OR CLOSING A
POSITION WITH US.
IMPORTANT SUMMARY

This summary outlines key terms governing our Services' contract between you and
us. It's vital to note that these terms are not exhaustive, and you should read the full
document before acceptance.

Availability of Terms: The contract terms, subject to amendments, are accessible

on our website.

Suitability and Risks: Trading our Products requires the capacity to endure a 100%
loss and a high-risk tolerance. Understand the fluctuating nature of underlying
financial instruments and seek independent advice if necessary.

Leverage and Risk: Our leveraged Products entail higher risk compared to direct
investments. Not all clients may find them suitable. Detailed risks are outlined in our
Risk Warning Disclosure.

No Ownership Interest: Trading our Products does not grant ownership rights to the
underlying financial instruments. Positions are notional and non-transferable.

Execution-only Service: We offer execution-only service, without advice or

management. You are solely responsible for your decisions or may seek guidance
from independent advisors.

Personal Responsibility: You act as principal, not as an agent for others. Any
activity conducted on behalf of another party is not recognized, and we reserve the
right to terminate the agreement.

Complaints Handling: We have internal procedures for addressing complaints

promptly and fairly. Contact us in writing to raise a complaint, and we aim to resolve
it within forty days.
Neex Legal Document / Client Agreement

Market Abuse: Trading with us is subject to market abuse regulations. Engaging in

improper trading may lead to cancellation of positions, account closure, termination
of terms, or other appropriate actions.

This summary serves as a guide to important aspects of our relationship. For a

comprehensive understanding, review the full terms before acceptance.

SECTION 1: OPENING ACCOUNT 1.1 Acceptance of Client

1.1.1 Upon submission of an application to utilize our services ("Services"), you
undergo a client onboarding process. We retain the sole discretion to accept or
decline your application without providing justification.

1.2 Relationship Agreement

1.2.1 Your relationship with us is governed by the following: these Terms, Policies,
and the application form submitted for our Services.

1.2.2 The amalgamation of these Terms, your application form, and the Policies
constitutes our client agreement ("Client Agreement"). These documents supersede
any prior agreements concerning our Services. It is imperative that you review and
comprehend the terms outlined in the Client Agreement. The most current version of
these Terms will be accessible on our website.

1.2.3 These Terms become effective upon your agreement or upon the opening of
your Account, whichever occurs later. The Terms remain in force until terminated in
accordance with Section 8 (Event of default and termination).

1.3 Client Classification

1.3.1 We are obligated to classify you as an Ordinary Investor, Professional Investor,
or Counterparty. We may request specific information during this classification
process, and upon completion, we will inform you of your classification. You are
required to provide annual declarations confirming that your classification data
remains unchanged. Any changes to such data must be promptly communicated to
us.

1.3.2 Eligibility determines whether you are categorized as a Professional Investor or

Counterparty. You may only fall into one category. If you are ineligible for
Professional Investor or Counterparty classification, you will be classified as an
Ordinary Investor. Exceptions may be made to reclassify you as an Ordinary Investor
upon request, if previously classified as a Professional Client or Counterparty.

1.3.3 If classified as a Professional Investor, you must promptly notify us if you no

longer meet the conditions to be a Professional Investor as outlined by the IBC Act
under the laws of Saint Lucia.

1.3.4 Understand that if categorized as a Professional Investor or Counterparty,

certain protections applicable to Ordinary Investors may not be provided pursuant to
Applicable Regulations.
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1.4 KYC and CDD Checks

1.4.1 Before opening your Account and periodically thereafter, we conduct or update
Know Your Customer (KYC) and Customer Due Diligence (CDD) checks in
accordance with Applicable Regulations and our internal Policies. You agree to
promptly provide all requested information.

1.4.2 You acknowledge and agree that we may utilize various organizations,
including but not limited to LexisNexis and Refinitiv, to verify the information provided
by you.

1.5 Non-Responsibility for Introducing Party Actions

If you are introduced to us by a third party ("Introducing Party"), you acknowledge
and agree to the following:

(a) Our responsibility is limited to our execution-only Services.

(b) We bear no responsibility or obligation, and provide no warranty, representation,

or endorsement regarding the actions or statements of an Introducing Party.

(c) We are not obliged to verify the legal or regulatory status of an Introducing Party.

(d) You understand that we may compensate Introducing Parties for their
involvement in your trading activities, which may include commissions, mark-ups,
mark-downs, or other agreed forms of remuneration.

(e) Unless stated otherwise in writing: (i) An Introducing Party operates

independently. (ii) An Introducing Party is not our agent, representative, or
Affiliate. (iii) An Introducing Party is not authorized to make representations or
statements on behalf of us or our Affiliates regarding our Services.

1.6 Operating your Account through an Authorised Third Party

1.6.1 In order to appoint an Authorised Third Party, an appointment letter and limited
power of attorney, in the form acceptable to us and in accordance with the IBC Act
under the laws of Saint Lucia. will be signed by you addressed to the Authorised
Third Party and us. Such appointment letter and limited power of attorney will form
part of these Terms.

1.6.2 Where you decide to appoint an Authorised Third Party to manage or operate
your Account, you do so at your own risk.

You will remain liable for an act or omission by an Authorised Third Party. We will rely
on Orders or other instructions given to us by the Authorised Third Party, and we will
accept and act on such Orders or other instructions in good faith and without further
enquiry or further monitoring of the Authorised Third Party’s compliance with
instructions relating to the application of trading or investment strategies.

1.7 Account Security

1.7.1 It is your responsibility to keep your Security Information confidential.

1.7.2 Other than when you securely access your Account, we, including our
employees, associates, directors, agents and Affiliates, will never ask you for your
Neex Legal Document / Client Agreement

Security Information. We will never ask you for your username or password and you
should not share such Security Information with another person. You agree that you
will not disclose your Security Information to another person.

SECTION 2: OUR ACTIVITIES AND SERVICES 2.1 Our Business Model

2.1.1 Execution-Only Basis: Our dealings are strictly on an execution-only basis,
devoid of advisory or management services. We do not provide advice on Position
merits, fund deposit or withdrawal timing or amount, or tax implications.

2.1.2 Straight Through Processing Broker: We operate as a straight through

processing broker, quoting prices sourced electronically from Liquidity Providers.
These quotes, subject to clause 2.1.3, represent dealable prices.

2.1.3 Quotes Not Binding Offers: Any quote provided is indicative and does not
constitute an offer to open or close a Position. A Position is only opened at the
quoted price upon acceptance of an Order.

2.1.4 Non-Reliance: We are prohibited from providing: (a) Advice on Position merits;
(b) Recommendations on open Positions; or (c) Investment, legal, regulatory,
accounting, tax, or other advice regarding a Position.

You should not construe any opinion, research, or analysis by us or our Affiliates as
Position advice or recommendation.

2.1.5 Information Disclaimer: During our Service provision, we may, at our discretion,
provide: (a) Information regarding Positions, including procedures, risks, and risk
mitigation methods; (b) Market views, trading ideas, or other information about our
Products and Services.

We make no representations on Position merits, risks, or appropriateness.

Information provided is not a recommendation or comprehensive assessment. You
should not view any information or statement, including about our Products and
Services, as investment advice.

However, if an employee makes a statement regarding a Position, Product, or

market, you acknowledge that it is not investment advice or a recommendation.

2.1.6 Independent Appraisal: By placing Orders or opening/closing Positions, you

affirm that you've independently assessed associated risks, possessing adequate
knowledge, market sophistication, experience, or have sought professional advice.

2.1.7 No Fiduciary Duty: Unless expressly agreed in writing, no fiduciary or equitable

duties arise from our Service provision. These Terms do not establish a fiduciary,
trustee, agency, joint venture, or partnership relationship.

2.2 Investment Services

We offer brokerage trading in over-the-counter derivatives and spot market
currencies.
Neex Legal Document / Client Agreement

2.3 Products
Our Website will list our Products, but offering to you is subject to our Policies and
discretion.

2.4 Communications on Products and Services

We may contact you to discuss our Services and Products without invitation. This
may include general trading recommendations, market commentary, or other
information via various means. Our contact does not imply suitability or personal
recommendation.

SECTION 3: PLACING AN ORDER

3.1 Overview
3.1.1 Position Initiation: You may commence or conclude a Position with us (either as
a "buy" or a "sell") by placing an Order at the quoted price.

3.1.2 Quote Basis: A quote is based on either: (a) The bid and offer price of the
relevant instrument on the Underlying Market; or (b) The bid and offer price quoted
on the Platform. Our provided quote is valid only at the time of provision and is
subject to change due to market conditions and our quoted price fluctuations.

3.2 Placing an Order

3.2.1 Electronic Order Placement: You may electronically place an Order through the
Platform, unless notified otherwise.

3.2.2 Order Execution: We act upon received Orders only, disclaiming liability for loss
or damage due to delayed or non-receipt of an Order.

3.3 Right not to Accept an Order

We reserve the right to decline an Order without obligation to provide a reason.
Prompt notification of declined Orders will be provided, subject to Applicable
Regulations, but we bear no liability for expenses, losses, or damages resulting from
failure to notify.

3.4 Amending an Order

An Order may only be withdrawn or amended with our consent once issued.

3.5 Cancellation of an Order

An Order may be cancelled only if not acted upon by us.

3.6 Order Handling

3.6.1 Order Execution Policy: (a) We execute Orders per our Order Execution Policy,
accessible on our Website and deemed integral to these Terms upon your
acceptance. (b) We endeavor to execute Orders promptly, but cannot guarantee
execution or adherence to your instructions. Orders are executed during relevant
Market hours, with Orders outside such hours processed upon the Market's next
Neex Legal Document / Client Agreement

opening. This may result in less favorable prices, with which you agree we bear no
liability.

3.6.2 Order Aggregation: We reserve the right to aggregate your Order with others,
possibly affecting the executed price. You acknowledge and absolve us of liability for
such outcomes.

3.7 Authority
3.7.1 Order Authorization: (a) You authorize Order issuance through authorized
channels like the Platform, live chat, or specified communication mediums. (b) You
agree to hold us harmless for losses resulting from acting upon your instructions,
Orders, or information.

3.7.2 Risk and Indemnity: (a) You bear all risks associated with Orders on the
Platform, indemnifying us against losses arising from unauthorized or fraudulent
Orders. (b) You indemnify us against liabilities arising from our acting upon, delaying,
or refusing to act upon Orders, instructions, or information.

3.8 Control of an Order

We reserve the right to set and modify limits or parameters controlling Order
placement, subject to Applicable Regulations and Policies.

3.9 Position Limits

Market or Underlying Market limits may apply to your Positions, and we may enforce
such limits by closing Positions as necessary.

3.10 Trading Relationship

Our trading relationship with you is governed by Market terms, Applicable
Regulations, and agreed terms.

3.11 Market Action

We may take actions deemed necessary in response to Market actions affecting
Positions, and such actions are binding upon you.

3.12 Governmental Action

We may act in response to governmental actions affecting our relationship with you
or Positions, subject to our discretion.

3.13 Confirmations and Account Statements

Subject to Position terms, daily confirmations detailing opened or closed Positions
will be provided, along with electronic Account Statements. Your prompt review of
these documents is essential.

3.14 Market Abuse and Conduct

We reserve the right to take action against Market Abuse, including voiding
Positions, suspending or terminating Accounts, and other appropriate measures.
Neex Legal Document / Client Agreement

3.15 Anti-Money Laundering

You agree to promptly present compliance with required information pertaining to
AML regulations and undertake not to engage in unlawful activities. We may cease
operations without explanation if required by anti-money laundering legislation.

3.16 Inactive Accounts

We define dormant or inactive Accounts based on specified criteria and may notify
you accordingly. Reactivation or closure steps are required within a given timeframe,
or we may deactivate your Account.

SECTION 4: EQUITY, MARGIN AND LEVERAGE 4.1 Equity, Margin and Free
Margin
4.1.1 Account Balance: Your Account balance consists of realized profit or loss, with
profit or loss realized upon closing an open Position. Equity refers to the total of your
Balance and unrealized profit or loss on open Positions.

4.1.2 Margin Definition: Margin represents the portion of your Equity utilized to open
Positions and is not deducted from Equity calculations.

4.1.3 Margin Usage: Margin cannot be used to open new Positions or withdrawn
from your Account.

4.1.4 Free Margin: The portion of Equity not utilized as Margin is termed Free
Margin, available for new Positions or withdrawals.

4.1.5 Margin Requirements: You commit to maintaining Margin requirements for your
Positions at all times, with us determining requirements based on factors including
regulations, Equity, Balance, trading history, and market volatility. Our determination
of Margin requirements is final.

4.2 Margin Calls and Auto Stop-Out

4.2.1 Margin Call: If Equity falls below your Margin, a Margin Call occurs.

4.2.2 Auto Stop-Out: If Equity reaches or falls below a specified percentage of

Margin, an automated stop-out triggers closure of some or all open Positions to
restore Equity above the required level.

4.2.3 Response to Margin Call: To restore Equity above Margin, you may close open
Positions, deposit funds, or a combination of both.

4.2.4 Notification and Responsibility: We will promptly notify you of Margin Calls
unless you opt out, but monitoring and maintaining sufficient Equity are your
responsibility. You should ensure adequate Free Margin or reduce open Positions to
meet Margin requirements.

4.3 Leverage
4.3.1 Definition: Leverage enables opening Positions with a value exceeding Margin,
with us financing the balance.
Neex Legal Document / Client Agreement

4.3.2 Ratio and Usage: Leverage is expressed as a ratio, indicating the amount of
Position relative to Margin. Higher leverage ratios require less Margin to open
Positions.

4.3.3 Margin Calculation: Margin is calculated as a percentage of the Position's

notional value, determined by us and subject to change based on market conditions.

4.3.4 Leverage Changes: We reserve the right to adjust Product or Account leverage
at our discretion, providing reasonable notice where feasible. Changes may occur
due to market conditions, default events, risk assessments, or increased volatility.

SECTION 5: CHARGES AND PAYMENTS 5.1 Payments

Unless explicitly stated otherwise, all payments and obligations owed to us under
these Terms are due immediately and must be remitted in the currency specified by
us at the relevant time. Payments and obligations shall be made by you without any
deduction or withholding and shall exclude VAT.

We retain the right to offset any payments or obligations owed to us under these
Terms against funds held in your Account.

5.2 Calculations
Unless otherwise specified, for calculation purposes herein, we reserve the right to
convert amounts denominated in one currency into another currency as designated
by us at the prevailing exchange rate selected by us at the time of calculation.

SECTION 6: CLIENT MONEY 6.1 Client Money Requirements

6.1.1 You acknowledge that any funds belonging to you, held by us in each Account
(referred to as "Client Money"), will be maintained in our designated client money
account. Client Money shall be segregated from our own assets.

6.1.2 You consent to the placement of your funds in our designated Client Money
account in a currency different from the currency used to establish your Account.
Such Client Money shall be of at least equivalent value and compliant with
Applicable Regulations.

6.1.3 No interest shall accrue on Client Money.

6.1.4 While we retain responsibility for handling Client Money, certain operational
functions concerning payment processing may be outsourced.

6.1.5 Deposits and withdrawals shall be governed by the relevant Policy and
Applicable Regulations.
Neex Legal Document / Client Agreement

SECTION 7: REPRESENTATIONS, WARRANTIES AND COVENANTS 7.1

Representations, Warranties, and Covenants
7.1.1 You hereby represent, warrant, and covenant to us, effective as of the date
these Terms become effective, and on each subsequent date of Order placement, as
well as on the date of each Position's opening or closure, that:

a) You possess full legal capacity to enter into these Terms and are not
subject to any law or regulation preventing your adherence to or
performance of an obligation under these Terms.
b) Your entry into these Terms serves valid commercial purposes.
c) You possess all necessary authority, power, consent, license, and
authorization, and have taken all requisite action, to lawfully enter into,
execute, and fulfill your obligations under these Terms.
d) You are duly authorized to enter into these Terms and effect each Position.
e) These Terms and the terms of each Position are binding upon you,
enforceable against you, and not contrary to any applicable law, regulation,
order, judgment, contractual restriction, or charge affecting you or your
assets.
f) In requesting us to open or close out a Position, you have independently
appraised and investigated the risks associated with such action and
Position, or have sought independent professional advice, and possess
sufficient knowledge and experience to do so, assuming the risks involved.
g) You act as the principal and sole beneficial owner in entering into these
Terms and each Position, and we do not serve as a fiduciary or adviser to
you regarding that Position.
h) You will furnish us with accurate and non-misleading information
concerning your financial position, domicile, or any other information
requested. You will promptly notify us of any changes to such information.
i) You are willing and financially capable of bearing a total loss of funds, and
the trading of such Product aligns with your investment objectives.
j) You are the sole beneficial owner of the Equity transferred under these
Terms.
k) You are in compliance with all Applicable Regulations, including tax laws,
exchange control requirements, and registration requirements, and will take
all reasonable steps to comply with such regulations concerning these
Terms and each Position.
l) If you are a company, you are lawfully incorporated and validly existing
under the laws of your jurisdiction of incorporation.
m)If you are a company, you possess the authority to own assets and conduct
business as currently undertaken.
n) You will consistently obtain and adhere to all necessary governmental or
other authority approvals and authorizations referred to in this Section 7,
and will make reasonable efforts to obtain any future authorizations that
may be necessary.
o) You will promptly inform us of any actual or likely event of default
concerning yourself in connection with these Terms.
p) You will furnish us with any information or documents reasonably required
to evidence the matters referenced in this Section 7 or to comply with
Applicable Regulations.
Neex Legal Document / Client Agreement

SECTION 8: EVENT OF DEFAULT AND TERMINATION 8.1 Termination

8.1.1 Either party may, unless otherwise required by Applicable Regulations,
terminate these Terms (and the relationship between us) without cause and without
judicial order, upon giving ten Business Days' prior written notice.

The following circumstances shall constitute an event of default, entitling us to

terminate these Terms without the need for a court order, upon giving five Business
Days' prior notice, provided that the breach remains unremedied:

(a) Breach of Terms: Failure to comply with or perform obligations under

these Terms, including but not limited to the obligation to make payment of
Margin or dues.
(b) Repudiation of Terms: Disavowal, repudiation, or challenge to the
validity of these Terms, either in whole or in part.
(c) Non-compliance: Failure to adhere to or comply with representations,
warranties, or covenants made under these Terms.
(d) Default under Another Agreement: Default under an agreement with us
or our Affiliates, or challenge to the validity of such agreement.
(e) Cross-Default: Default or similar condition under one or more
agreements related to borrowed money, resulting in such indebtedness
becoming due and payable.
(f) Manifest Error: Determination by us of an error or lack of clarity in
pricing or information sources.
(g) Force Majeure: Occurrence of a Force Majeure event as defined in
clause 9.4, which may lead to termination.
(h) Insufficient KYC or CDD: Inability or unwillingness to complete Know
Your Customer (KYC) or Customer Due Diligence (CDD) requirements to our
satisfaction or as mandated by Applicable Regulations.
(i) Merger: Consolidation, amalgamation, merger, or transfer of assets to
another entity.

8.1.3 Notwithstanding the above, if the event of default persists or materially affects
these Terms, termination shall be immediate, without notice or court order.

8.1.4 The following circumstances shall automatically terminate these Terms

immediately, without notice or court order:

(a) Insolvency, Bankruptcy, or Death: Insolvency, dissolution, bankruptcy,

or death.
(b) Improper Trading Activity or Violation of Regulations: Engagement in
improper, unlawful, or unfair trading activity, or violation of Applicable
Regulations.
(c) Material Adverse Effect: Occurrence of an action or event with a
material adverse effect on your ability to perform obligations under these
Terms. (d) Illegality: Determination that compliance with these Terms
becomes unlawful under Applicable Regulations.
(e) Market Disruption: Reasonable belief that circumstances exist or will exist,
leading to suspension or impairment of access to underlying liquidity. (f)
Delisting: Cease of listing, trading, or quoting of the Product on the Underlying
Market.
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(g) Change in Applicable Regulations: Changes making compliance

commercially unfeasible or resulting in non-compliance.
(h) Straight Through Processing Disruption: Inability to establish
transactions to facilitate instruction execution.
(i) Tax Event: Event resulting in additional tax payments or deductions on
payments under these Terms.

8.2 Liquidation Date

8.2.1 Upon termination according to clause 8.1.1, an event of default under 8.1.2, or
a termination event under 8.1.3, we shall specify a liquidation date for termination
and liquidation of open Positions.

8.2.2 The liquidation date shall be determined by us, even in cases of insolvency.

8.3 Payment
Until a liquidation date is set or passes, withdrawal requests may not be honored if
an event of default persists. We reserve the right to set-off any amounts owing to us.

8.4 Additional Rights

Rights under this section are in addition to other rights we may have.

8.5 Application of Netting

This Event of Default and Termination applies to all Positions entered into after these
Terms take effect.

8.6 Rights Following Event of Default

Upon an event of default, we may close out Positions or take other actions without
notice and terminate these Terms.

8.7 Consequences of Termination

Upon termination, all amounts owed become due, including fees, expenses, and
losses incurred.

8.8 Death
Upon notification of your death, we shall close all open Positions and transfer Equity
according to our payment terms.

8.9 Survival
Sections 9 and 10 shall survive termination.

8.10 Existing Rights

Termination shall not affect rights regarding initiated services or existing
commitments.
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SECTION 9: EXCLUSIONS, LIMITATIONS AND INDEMNITY 9.1 General

Exclusion
9.1.1 Subject to Applicable Regulations, neither we nor our directors, officers,
employees, agents, representatives, or Affiliates (including their directors, officers,
employees, agents, or representatives) shall be liable for any loss, damage, cost, or
expense suffered or incurred by you, directly or indirectly related to these Terms or
the closure of your open Positions on a liquidation date or any date determined by
us, whether due to gross negligence, breach of contract, misrepresentation, or
otherwise, except in cases of fraud.

9.1.2 Our liability shall not include special damages, loss of profit, goodwill, or
business opportunity, arising under or in connection with these Terms, regardless of
negligence, breach of contract, misrepresentation, or otherwise, including errors in
instructions given by you or on your behalf.

9.1.3 Our liability for death or personal injury resulting from negligence shall not be
limited by these Terms.

9.1.4 This general exclusion shall remain effective even after termination of these
Terms.

9.2 Tax Implications

We do not accept liability for any adverse tax implications resulting from a Position.

9.3 Changes in the Market

We do not accept liability for any delay or change in market conditions before
executing instructions related to a Position.

9.4 Force Majeure

9.4.1 We shall not be liable to you for the delayed, partial, or complete
nonperformance of our obligations due to Force Majeure. However, our duty or
liability to you under Applicable Regulations shall not be excluded or restricted.

9.4.2 We shall make reasonable efforts to resolve Force Majeure events and resume
performance as soon as practicable.

9.5 Indemnity
9.5.1 You shall pay us sums required to satisfy a debit balance on your Account.
Additionally, you shall indemnify us against any loss, liability, cost, expense, tax,
impost, or levy incurred by us or our Affiliates due to your Accounts, a Position,
misrepresentation, or breach of your obligations under these Terms.

9.5.2 This indemnity provision does not exclude or restrict our duties or liabilities
under the IBC Act of the laws of Saint Lucia.

9.6 No Reliance
You acknowledge that you have not relied on representations other than those
expressly set out in these Terms, and we shall not be liable for any representation
not explicitly stated herein.
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SECTION 10: DATA PROTECTION 10.1 Data Protection

10.1.1 In the course of delivering our Services, it is probable that we will collect and
utilize data concerning individuals ("Personal Data"). This Personal Data may pertain
to individuals ("Data Subjects") who are customers of ours, their spouse or civil
partner, or other relatives.

10.1.2 We adhere to the relevant Regulations on data protection, governing the

usage of Personal Data. Personal Data will not be retained longer than necessary
and will only be kept to fulfill our legal and regulatory obligations or our Policies.

10.1.3 If you are a European national or resident, we process and use your personal
data in accordance with European Data Protection Law. Please consult our Privacy
and Security Policy to comprehend how we process and use your personal data. In
case of any conflict between these Terms and the Privacy and Security Policy the
Privacy and Security Policy will prevail.

10.1.4 Unless otherwise instructed and subject to Applicable Regulations, we will use
Personal Data for the following purposes, as required to provide our Services: (a) for
Service provision, debt recovery, fraud prevention, or money laundering; (b) for
disclosure to regulatory authorities, stock exchanges, clearing-houses, service
providers assisting us with anti-fraud and anti-money laundering controls, statutory
and governmental bodies, our agents, and contractors for Service provision
purposes, and as ordered by a competent court; (c) for analysis to send marketing
information about us or our Products and Services to the individual Data Subject. To
opt out of receiving marketing information, please notify us in writing. (d) to contact a
Data Subject via email, SMS, or telephone for the same purposes or for Service
provision purposes; and (e) to share Personal Data with our Affiliates and business
partners for the aforementioned purposes.

10.1.5 To deliver our Services, we may need to transfer Personal Data internationally
to our Affiliates, in countries that may lack equivalent data protection legislation.

10.1.6 By agreeing to these Terms, you consent to the processing of your Personal
Data. If you provide us with data concerning other individuals, you confirm that,
regarding each Data Subject whose Personal Data you provide to us, you have
obtained their explicit consent for our use of their Personal Data for the described
purposes and can demonstrate this upon request.

10.1.7 A Data Subject whose Personal Data we hold can request a copy of their
information or correction of inaccurate information by contacting us in writing. We
reserve the right to charge an administration fee for this service and to request
appropriate proof of identity.

10.2 Regulatory Reporting

Under Applicable Regulations, we may be required to disclose information about
certain Positions publicly. You acknowledge and agree that all proprietary rights in
information relating to such Positions are owned by us, and you waive any duty of
confidentiality regarding the disclosed information.
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10.3 Reporting Obligations

We may provide you with regular reports on the performance of our Services in
compliance with Applicable Regulations. These reports may be included in periodic
communications to you, considering the type and complexity of the investments
involved and the nature of the Services provided, and will, where applicable, include
associated costs and charges.

SECTION 11: MISCELLANEOUS AND GOVERNING LAW

11.1 Language
11.1.1 These Terms are provided to you in English, and we will continue to
communicate with you in English (as requested by you) throughout the term of these
Terms. You may receive documents and other information about us in English and
other languages. If a document is translated into another language, the English
version will prevail in case of a conflict or inconsistency.

11.2 Applicable Regulations

11.2.1 These Terms are subject to Applicable Regulations, which are binding on both
parties.

11.2.2 Nothing in these Terms excludes or restricts any obligation we have to you
under Applicable Regulations.

11.2.3 We may take or omit any action we deem necessary to ensure compliance
with Applicable Regulations. Actions taken or not taken for compliance with
Applicable Regulations will not render us or our affiliates liable.

11.3 Amendments
11.3.1 We reserve the right to amend these Terms at our sole discretion by posting
the amended and restated Terms on our Website. We will notify you in writing of
such amendments, and we may require your express consent to continue providing
our Services. Any amendment requiring your consent will come into effect upon your
agreement. Amendments will not affect outstanding Orders, open Positions, or legal
rights or obligations unless otherwise agreed.

11.3.2 We may also amend these Terms to comply with Applicable Regulations
and/or the IBC Act of Saint Lucia’s requirements. If amended for this reason, we will
provide written notice to you within 30 calendar days, specifying the effective date.

11.4 Notices
Unless otherwise agreed, all notices, instructions, and communications from us will
be sent to the email address registered with us and will take effect upon dispatch.
You must notify us of any change to your contact details promptly.
Neex Legal Document / Client Agreement

11.5 Communications with us

You may communicate with us in writing, through email, or orally (including by
telephone). Our contact details are as follows:

Address:
Telephone Number:
Email Address: [Your relationship manager's email address or [email protected]]
Our Website: www.neex.com

11.6 Electronic Communications

11.6.1 Communications using electronic signatures are binding. Orders or
instructions given electronically constitute evidence of such Orders or instructions.

11.6.2 Acceptance of these Terms or other documents electronically constitutes your

acceptance of these Terms and other documents.

11.7 Policies
11.7.1 All Policies are part of the Client Agreement. By accepting these Terms, you
confirm that you have read and understood the Policies and accept them.

11.7.2 We may amend the Policies at our discretion, and your expressed consent
may be required to continue providing our Services. Amendments will be reflected in
the available version of the Policy on our Website.

11.8 Complaints Procedure

11.8.1 We have internal procedures for handling complaints fairly and promptly in
accordance with our Complaints Handling Policy. You may submit a complaint to us
by letter, telephone, email, or in person.

11.8.2 Written complaints should be addressed to the Compliance Manager at

(ADDRESS), or sent by email to [email protected].

11.9 Conflicts of Interest

11.9.1 Our Conflicts of Interest Policy outlines the circumstances and procedures
regarding conflicts of interest. By accepting these Terms, you consent to the
Conflicts of Interest Policy.

11.9.2 A copy of our Conflicts of Interest Policy is available on our Website.

11.10 Entire Agreement

11.10.1 These Terms replace any previous agreements between us and represent
the entire terms of our trading relationship unless otherwise provided.

11.10.2 These Terms, the terms applicable to each Position, and any amendments
constitute a single agreement between us.
Neex Legal Document / Client Agreement

11.11 Assignment
11.11.1 These Terms are binding on both parties and their successors and
assignees. You may not assign your rights or obligations under these Terms without
our prior written consent.

11.11.2 We may delegate our obligations to an appropriate third party without

affecting our obligations under these Terms.

11.12 Joint and Several Liability

If you consist of a partnership or multiple individuals, your liability under these Terms
will be joint and several with the other party/parties involved. In the event of death,
bankruptcy, winding-up, or dissolution of any party, the obligations and rights of the
remaining parties under these Terms shall remain fully enforceable.

11.13 Confidentiality 11.13.1

Both parties agree:

(a) to make best efforts to keep all confidential information confidential, and to
ensure that their respective officers, employees, agents, and advisors also maintain
confidentiality;

(b) not to disclose, sell, transfer, or otherwise dispose of confidential information,

either wholly or partially, to any third party; and

(c) not to utilize confidential information for purposes other than those
contemplated under these Terms.

11.13.2 The confidentiality obligations outlined in Clause 11.13 do not apply to:

(a) information that becomes publicly available through means other than a
breach of confidentiality;

(b) disclosures necessary to provide the Services, subject to Applicable

Regulations; and

(c) disclosures required by law, court order, governmental authority, or binding

legal judgment.

11.14 Rights and Remedies

The rights and remedies provided under these Terms are cumulative and not
exclusive of those provided by Applicable Regulations. We are not obligated to
exercise any particular right or remedy, and failure or delay in exercising any right
does not waive that right. No single exercise of a right or remedy will prevent further
exercise of that right or any other right.

11.15 Set-Off
We reserve the right, without notice, to set off any amounts owed to us from your
Account, whether present or future. You agree not to exercise a right of set-off
against amounts owed to us under these Terms. Our rights under this clause are
without prejudice to any other rights we may have.
Neex Legal Document / Client Agreement

11.16 Partial Invalidity

If any provision of these Terms becomes illegal, invalid, or unenforceable under
Applicable Regulations, the legality, validity, or enforceability of the remaining
provisions will not be affected. Additionally, the legality, validity, or enforceability of
the provision in question under the law of another jurisdiction will remain intact.

11.17 Recording and Monitoring of Communications

We reserve the right to monitor and record communications with you under these
Terms, utilizing monitoring devices or other technical and physical means. Such
monitoring and recording may occur as deemed necessary to ensure regulatory
compliance and for purposes permitted by Applicable Regulations. Telephone
conversations and electronic communications may be recorded without prior
notification to accurately document the material terms of a Position and other
relevant information. These recordings and records will be our exclusive property
and acknowledged by you as evidence of Orders or instructions given, which may be
used in legal proceedings.

11.18 Our Records

Our records, unless proven incorrect, will serve as evidence of your interactions with
us concerning our Services. You agree not to contest the admissibility of our records
as evidence in legal proceedings on the grounds of their originality, format, or
production method. While we may provide records upon request at our discretion,
you are responsible for your own record-keeping obligations.

11.19 Your Records

If applicable, you agree to maintain adequate records in compliance with Applicable
Regulations, demonstrating the nature and timing of Orders submitted.

11.20 Cooperation for Proceedings

In the event of legal action or proceedings involving us related to these Terms or
resulting from acts or omissions by us permitted or required under these Terms, you
agree to cooperate fully with us in the defence or prosecution of such action or
proceeding.

11.21 Governing Law

Any Position subject to the rules of an Underlying Market will be governed by the
applicable law of that market. Otherwise, these Terms and associated noncontractual
obligations shall be governed by and construed in accordance with the laws of the
Saint Lucia.

11.22 Dispute Resolution

11.22.1 Any disputes arising from or related to these Terms, including disputes
regarding their existence, formation, performance, interpretation, nullification,
termination, or invalidation, will be settled through arbitration in accordance with
Arbitration Laws of Saint Lucia.

More information regarding Dispute Resolution can be provided upon request.

Please contact [email protected] for specifics on Arbitration Laws.
Neex Legal Document / Client Agreement

11.22.2 Parties agree not to challenge arbitral awards made under clause 11.22.1 or
to contest their enforcement in any court. Each party consents to the jurisdiction of
such courts for enforcement purposes.

11.22.3 Clauses 11.22.1 and 11.22.2 are binding on any party acquiring rights under
these Terms and must be acknowledged in writing before commencing legal
proceedings related to disputes under these Terms.

11.23 Service of Process

You consent to the service of legal process or documents in connection with
proceedings in any court, either by registered mail to your last address on record
with us or through any method permitted by the laws of the Saint Lucia, the relevant
jurisdiction, or the jurisdiction where proceedings are initiated.

SECTION 12: DEFINITIONS 12.1 Definitions

In these Terms, the following expressions shall have the respective meanings set
opposite them:

"Account" means a trading account opened with us for the purpose of opening or
closing out a Position.

"Account Statement" means a daily statement in respect of each Account notified

by us to you.

"Affiliate" means, in relation to a person, an entity controlled, directly or indirectly,

by the person, an entity that controls, directly or indirectly, the person, or an entity
directly or indirectly under common control with the person. For the purpose of this
definition, "control" of an entity or person means ownership of more than 50% of the
entity or person, or the ability to control the decisions made by the entity or person.

"Applicable Regulations" means: (a) any legislation (including without limitation,

constitution, statute, law, regulation, by-laws, or rules), guidance, customs, usages,
rulings, and interpretations of governmental authorities and self-regulatory
organizations, exchanges, clearing houses, alternative trading systems, contract
markets, derivatives transaction execution facilities, and other markets and market
infrastructure which we, in our sole discretion, deem to be applicable to us, to you,
and/or to you; (b) the IBC Act of Saint Lucia and any other rules of a relevant
regulatory authority; (c) the rules, regulations, procedures, and customs of a relevant
Market or an Underlying Market; (d) the applicable anti-money laundering legislation;
and (e) all other applicable laws, rules, procedures, guidance, and regulations
(including, without limitation, accounting rules and anti-money laundering or
sanctions legislation) as in force from time to time.

"Authorised Third Party" means a person authorized by you to manage and

operate your Account within the specified powers and authority granted under a
separate appointment letter and limited power of attorney (in the form satisfactory to
us).

"Auto-Stop-Out" has the meaning ascribed to it in clause 4.2.2.

Neex Legal Document / Client Agreement

"Balance" has the meaning ascribed to it in clause 4.1.1.

"Business Day" means a day which is not a Saturday, Sunday on which banks are
open for business in Saint Lucia.

"CFD" means a contract for difference under which the profit or loss is determined
by the difference between the opening price and the closing price of an instrument
on the Underlying Market. The CFDs we offer are available on our Website.

"Complaints Handling Policy" means our complaints handling policy as amended,

restated, or supplemented from time to time which can be found on our Website.

"Conflicts of Interest Policy" means our conflicts of interest policy as amended,

restated, or supplemented from time to time which can be found on our Website.

"CDD" or "KYC" means identification and verification of: (a) your identity (including,
where applicable, by reviewing a copy of a passport, national identity card, or similar
form of identification); (b) the nature of your business as required by Applicable
Regulations (including, where applicable, by obtaining your legal entity identifier or
other national identifier code); and (c) such other aspects or considerations as
determined in our discretion, to ensure that we hold the correct and complete
information to prevent a discrepancy in your identification, to confirm the source of
funding, wealth, and payment methods, to prevent fraud, and to comply with
Applicable Regulations and our Policies from time to time.

"Counterparty" has the meaning given to such term under the IBC Act of Saint
Lucia.

"Electronic Trading Services" means an electronic service (together with a related

software or application) accessible by whatever means we offer, including without
limitation trading, direct market access, order routing, API, or information services
that we grant you access to or make available to you either directly or through a
third-party service provider and used by you to view information or effect Positions,
and "Electronic Trading Service" shall mean any of those services.

"Equity" has the meaning ascribed to it in clause 4.1.1.

"Force Majeure" means a cause preventing the performance of the Services or an

Obligation under these Terms, which arises from or is attributable to either an act,
event, omission, or accident, beyond the reasonable control of the party so
prevented, including, a strike, lockout, labor dispute, act of God, pandemic, war,
terrorism, malicious damage, civil commotion, malfunction, or failure of
communication or computer facilities, industrial action, acts and regulations of a
governmental or supranational body or authority.

"Forex" means two-day rolling spot futures traded over the counter and which are
cash settled on a T+2 basis. Forex constitute Rolling Daily Positions.

“Free Margin” has the meaning ascribed to it in clause 4.1.4

Neex Legal Document / Client Agreement

"Insider Dealing" means the use of inside information to acquire, amend, dispose
of, or cancel, for your own account or for the account of a third party, directly or
indirectly, financial instruments to which that inside information relates.

"Inside Information" means information of a precise nature, which has not been
made public, relating, directly or indirectly, to a financial instrument, and which, if it
were made public, would be likely to have a significant effect on the price of the
financial instrument or on the price of related derivative financial instruments.
"Liquidity Provider" means a financial institution that provides executable bid and
offer prices in respect of our Products from time to time.

"Market" means a regulated market accepted by us, such as an exchange, clearing

house, central clearing counterparty, multilateral trading facility, or an organized
trading facility.

"Market Abuse" means both Insider Dealing and market manipulation.

"Market Manipulation" means the act of placing an Order or entering into a Position
or other behavior which creates, or is likely to create, a false or misleading signal as
to the supply of, demand for, or price of, a financial instrument, or which adversely
affects our relationship with our Liquidity Provider.

"Margin" has the meaning ascribed to it in clause 4.1.2.

"Margin Call" has the meaning ascribed to it in clause 4.2.1.

"Order" means an instruction by a client to open or close a position in a Product.

"Order Execution Policy" means our order execution policy as amended, restated,
or supplemented from time to time which can be found on our Website.

"Ordinary Investor" has the meaning given to such term under the laws of Saint
Lucia.

"Platform" means an electronic trading platform, such as MT4 or MT5, that we may
use from time to time for the provision of our Services.

"Policies" means the policies and other terms and conditions that we adopt from
time to time, as amended, which are available on our Website including but not
limited to the Complaints Handling Policy, Order Execution Policy, and Conflict of
Interest Policy.

"Position" means an exposure to an underlying instrument in relation to a Product

that you have traded. A position may be opened or closed out, whether by you or by
us, by either buying or selling a Product on the Platform, in accordance with these
Terms.

"Product" means: (a) Forex (b) a CFD; or (c) any other product we may offer from
time to time.

"Professional Investor" has the meaning given to such term under the laws of
Saint Lucia.
Neex Legal Document / Client Agreement

"Risk Warning Disclosure" means the risk warning disclosure, as amended, which
is available on our Website, and the risk warnings and statements set out in these
Terms which apply to retail clients.

"Rolling Daily Position" means a Position which does not automatically expire at
the end of the relevant exchange business day, but which automatically rolls over to
the next exchange business day.

"IBC Act" means the International Business Company’s Act Cap 12.14 (IBC Act) as
under the IBC Act, Cap 12.14 of the Revised Laws of Saint Lucia. This act outlines
the conduct expected from financial services providers and their representatives
when dealing with clients, as updated, amended and/or replaced from time to time.

"Security Information" means the username and password required to access your
Account.

"Services" means our non-advisory, execution only services as set out at clause 2.2
(Our Activities and Services) in respect of the Products.

"Termination Date" means the earlier of: (a) the date of the termination of a Position
in accordance with the terms of the Position; or (b) the liquidation date determined by
us in accordance with clause 8.2 (liquidation date).

"Underlying Market" means the Market for a specific financial instrument on which
our Products are priced.

"Website" means the information displayed on www.neex.com (or any other

replacement or supplementary site), as updated by us from time to time.

"we", "our", or "us" means Neex Limited (including any successor or assignee).

12.2 Headings
Headings are for ease of reference only and do not form part of these Terms.

12.3.1 Interpretation
References in these Terms to a statute or statutory instrument or Applicable
Regulations include a modification, amendment, extension, or re-enactment thereof,
as in force from time to time. A reference in these Terms to “document” will be
construed to include an electronic document.

References in these terms to the singular will also include the plural.

References to a person includes a body corporate, unincorporated association and

partnership, natural person, firm, company, corporation, government, state or agency
of a state or an association or partnership (whether or not having separate legal
personality) of two or more of the foregoing.

12.3.4 The use of the word “including”, “inclusive”, “includes” and any words that
follow it will not be deemed to be exhaustive.