Terms of Business
These terms of business cover the services provided by XMT Gozo Ltd. (“XMT”), a private limited liability company established and registered in Malta with company registration number C 87936 and whose registered office is situated at Portomaso Business Tower, Triq Gort, St Julian's, Malta and govern the legal relationship between the client (the “Client”) and XMT (together, the “Parties”) in respect of the services offered by XMT.
These terms and conditions incorporate within them, as though they were fully set out herein, the provisions of the following terms and policies, which themselves also apply to the Client’s use of the services:
(together, the “Terms”).
- The Client should read these Terms, and any document referred to in them very carefully. If there is anything that the Client does not understand in these Terms and any document referred to herein, the Client should discuss this matter with XMT and seek the necessary clarification.
- Any formal communication with the Client by XMT will be undertaken through electronic mail unless otherwise instructed by the Client. Documents will be sent to the Client by electronic mail and the Client should seek to send any documents to XMT by the same means. The Client will also be able to contact XMT telephonically or through secure messaging systems made available by XMT.
- Communication between Clients and XMT will, unless otherwise agreed between the Client and XMT, be made in the English language. In the event of any discrepancy between the English language version of these Terms or any such communications and any translation of these Terms or such communications (as applicable) in a foreign language, the respective English version shall prevail.
- The Client is required to meet strict eligibility requirements in order to access the services offered by XMT. Where the client is a natural person, the Client is required to be at least 18 years old. If a Client (whether a natural person or corporate entity) is resident in or located in certain countries and/or states, he will not be able to access some or all of the services offered by XMT. The list of countries (“Restricted Locations”) where services offered by XMT are inaccessible is the following:
People’s Republic of Korea (DPRK), Iran, Ethiopia, Iraq, Serbia, Sri Lanka, Syria, Trinidad and Tobago, Tunisia, Vanuatu, Yemen.
XMT reserves the right to expand the list of countries based on AML compliance considerations.
- XMT provides the Client with an order matching platform that automatically, and according to pre-established criteria, matches the Clients’ trades with open orders from other Clients in respect of virtual financial assets (“VFAs”, each a “VFA”) (the “XMT Exchange Services”). The XMT Exchange Services permit Clients to trade (i) one type of VFA for another type of VFA and (ii) a legal tender (such as Euros or US dollars) for a VFA, or (iii) VFA for legal tender. The Client will not be able to predetermine or undertake a trade with a pre-determined Client. Similarly, an order may be partially filled or may be filled by multiple matching orders arising from different Clients.
- XMT also offers its Clients a digital wallet (the “XMT Digital Wallet Services”) enabling each Client to store VFAs that are traded via the XMT Exchange Services.
- The XMT Exchange Services and XMT Digital Wallet Services offered by XMT are collectively referred to as the “Services”.
- Trading VFAs through the Services may be risky. A Client should not seek these services if he does not understand these risks.
- These Terms shall remain in force for the duration of the relationship between the Client and XMT.
- There are important legal terms provided below in these Terms, including the Client’s indemnification and our limitation of liability. Please read these Terms carefully.
- In these Terms unless the context requires otherwise:
- headings are inserted for convenience only and will not affect the construction or interpretation of these Terms;
- words importing the singular include the plural and vice-versa;
- words importing any gender include all other genders;
- any reference to a statute, statutory instrument, or other regulations includes all provisions, rules and regulations made under them and will be interpreted as reference to such statute, statutory instrument, or regulations as amended, consolidated, re-enacted or replaced from time to time; and
- a reference to any party shall include that party’s permitted assignees and successors in title.
REPRESENTATIONS AND WARRANTIES
- The Client represents and warrants to XMT that:
- the Client is not under any legal disability with respect to, and is not subject to any law or regulation which prevents his performance according to these Terms or any transaction contemplated in them, and that as a result he has authority to enter into and accept these Terms;
- any information which the Client has provided or may provide to XMT is complete, up-to date and correct in all respects;
- in the event that any of the information supplied by the Client ceases to remain complete, up-to date and correct in any respect, the Client shall provide XMT with such revised and updated information without delay;
- the Client is in compliance with all laws to which he is subject, including, without limitation, all tax laws and regulations, exchange control requirements, and registration requirements;
- the Client is the beneficial owner (or if the Client is a trustee, the legal owner) of any VFA and/or legal tender subject to these Terms and will indemnify XMT against all claims or demands made by any person in relation thereto; and
- the VFAs and/or legal tender the Client deposits with XMT are not the proceeds of any criminal, unlawful or illegal activity or money laundering or terrorist financing activity, each as interpreted in the broadest terms.
- The Client undertakes and agrees not to:
- violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organisation;
- provide false, inaccurate, incomplete or misleading information to XMT;
- take or attempt to take any action or claim ownership of any property that infringes or would infringe upon: (a) XMT’s intellectual property interests in and to the Services as set forth in Section 18, or (b) any third party’s copyright, patent, trademark, or other intellectual property rights;
- distribute unsolicited or unauthorised advertising, promotional or marketing material or any junk mail, spam, or chain letters;
- reverse engineer or disassemble any aspect of the Services for any purpose, including but not limited to, in an effort to access any source code, object code, underlying ideas and concepts, and algorithms;
- take any action that imposes an unreasonable or disproportionately large burden or load on XMT’s infrastructure (including, but not limited to, servers, networks, data centres and related or like equipment), or detrimentally interfere with, intercept, or expropriate any system, data, or information of XMT;
- transmit or upload any material to the Services that contains viruses, Trojan horses, worms, or any other harmful or deleterious programs; and/or
- attempt to gain unauthorised access to the systems of XMT, computer systems or networks connected to the Services, including through password mining or any other means.
- For the avoidance of doubt, it is the Client’s responsibility to determine what, if any, taxes apply to the trades the Client undertakes with or through XMT. It is the Client’s responsibility to report and remit the correct tax to the appropriate tax authority. XMT is not responsible for determining whether taxes apply to the Client’s trades or for collecting, reporting, withholding or remitting any taxes arising from such trades.
- Notwithstanding the above, by agreeing to these Terms, the Client authorises XMT to deduct or withhold any sum, which XMT is required or liable to deduct or withhold under the law or practice of any revenue authority in any relevant jurisdiction.
- XMT will strive to provide the respective Services in accordance with applicable laws, regulations, bye-laws, licence conditions, guidelines, exchange requirements, customs, usages and other provisions or market practices (the “Rules”) to which XMT may be subject from time to time.
XMT Exchange Services
- 4.1 The XMT Exchange Services permit the Client to access XMT’s order matching platform that automatically and according to pre-established criteria matches Clients’ trades with open orders from other Clients in respect of VFAs. Clients using the XMT Exchange Services are permitted to trade (i) one type of VFA for another type of VFA and (ii) a legal tender for a VFA, or (iii) VFA for legal tender.
XMT Digital Wallet Services
- 4.2 VFAs acquired by a Client using XMT Exchange Services will be held by XMT in the Client’s digital wallet for and on behalf of the Client. XMT offers this service in order to expedite and facilitate Clients’ acquisitions and/or disposal of VFAs.
- 4.3 In the case of VFAs held by XMT, on behalf of the Client, XMT shall be regarded as holding such VFAs on behalf of the Client and shall recognise the Client as the beneficial owner thereof. XMT will not deal with such VFAs, use as security or in any way make use of such VFAs, other than as lawfully directed and with the prior written authorisation of the Client.
- 4.4 VFAs held by XMT on behalf of its Clients may be pooled with those of other Clients. By accepting these Terms, the Client expressly agrees to the pooling of his VFAs with the VFAs of other Clients. Individual client entitlements may not be identifiable by separate physical documents of title or other electronic record and, in the case of an irreconcilable shortfall, Clients may not receive their full entitlement and may share in the shortfall pro rata.
- 4.5 The Client represents and warrants that he is, and shall remain at all times, the ultimate and effective legal and beneficial owner of any VFAs held by XMT, that the Client shall not act as nominee or trustee for any other person and that the Client shall not transfer, assign, pledge, charge or otherwise create any security interest or encumbrance whatsoever over such instruments without the prior written consent of XMT.
- 4.6 XMT may hold monies belonging to the Client in a “Clients’ Bank Account” opened by XMT in its name with central banks, EU credit institutions or banks authorised in one or more third countries (the “Client Banks”). The Client agrees that XMT shall have no responsibility to credit interest on the Clients’ monies held with XMT.
- 4.7 XMT has in place adequate arrangements for handling and accounting for the Client’s monies and that such monies will at all times be separated from XMT’s monies. XMT shall upon receipt promptly place any Client’s monies with a Client Bank pending onward payment to the Client.
XMT API Tools
- 4.8 These Terms also govern the Client’s use of any and all development applications or application programming interfaces made available by XMT to the Client from time to time (which may include via a third party service provider), including but not limited to any accompanying or related documentation, source code, executable applications and other materials provided to the Client (the “API Tools”).
- 4.9 Subject to these Terms, XMT grants the Client a limited, revocable, non-exclusive, non-transferrable and non-sublicensable licence solely to use and integrate the API Tools and underlying content into the website and/or Client’s application so that the relevant website and/or application can interface directly with the XMT Exchange Services.
- 4.10 XMT retains all right, title and interest in and to all intellectual property rights subsisting in or associated with the API Tools and any content created or derived from such API Tools.
- 4.11 The Client must comply with all directions issued by XMT from time to time regarding his use of the API Tools and the underlying content transmitted.
- 4.12 The Client acknowledges that XMT makes available the API Tools (if any) on strictly an “as is” basis. XMT makes no guarantees with respect to the availability or uptime of the API Tools. XMT may conduct maintenance on or stop providing any of the API Tools at any time, with or without notice to the Client. XMT may change the method of access to the API Tools at any time.
- 4.13 In the event of degradation or instability of XMT’s systems or services or in the case of an emergency, XMT may, in its sole discretion, temporarily suspend the Client’s access to the API Tools.
- 4.14 To the extent permitted by Applicable Law (as defined in Section 27 of these Terms), XMT shall not be liable for any Loss suffered or incurred by the Client arising out of or in connection with his use of the API Tools or XMT’s suspension, termination or change to the method of access thereto or maintenance thereon, in accordance with these Terms.
- XMT may not make the Services available in all markets and jurisdictions, and may at its discretion restrict or prohibit use of the Services from certain jurisdictions from time to time (the “Restricted Locations”).
- If the Client is registering to use the Services on behalf of a legal entity, the representative of the Client represents and warrants that: (a) such legal entity is duly organised and validly existing under the applicable laws of the jurisdiction of its organisation; and (b) the representative of the Client is duly authorised by the Client to act on its behalf.
- The Client further represents and warrants that he: (a) is of legal age to form a binding contract (at least 18 years old in Malta); (b) has not previously been suspended or removed from using the Services; (c) has full power and authority to enter into this agreement and in doing so will not violate any other agreement to which the Client is a party; (d) is not located in, under the control of, or a national or resident of: (i) any Restricted Locations; or (ii) any country to which Malta, the European Union, the United Nations or the United States has embargoed goods or services or otherwise subject to any form of sanction or embargo; (e) is not subject to any freezing order or other interdiction or restriction of any kind under applicable law entering into transactions or owning and disposing of assets; and (f) will not use the Services if any applicable laws in the Client’s country prohibit the Client from doing so in accordance with these Terms.
- In order to engage in any trades with XMT, the Client must create an account with XMT (the “Account”) and provide such information that XMT may request. The account may be accessible through XMT’s website using the same user name and password.
- When the Client creates an Account the Client undertakes and agrees to:
- create a strong password that the Client does not use for any other website or online service;
- maintain and promptly update the Client’s Account information;
- maintain the security of the Client’s Account by protecting the Client’s password and restricting access to the Client’s Account;
- promptly notify XMT as applicable if the Client discovers or otherwise suspects any security breaches related to his Account; and
- take responsibility for all activities that occur under the Client’s Account and accept all risks of any authorised or unauthorised access to the Client’s Account, to the maximum extent permitted by law.
OPERATION OF THE CLIENT’S ACCOUNT
- In order to access the XMT Exchange Services, the Client must transfer VFAs or legal tender in the account with XMT.
- Where the Client transfers legal tender to XMT, the Client may be required to verify that he controls the bank account from where the payment was originated. XMT is not responsible for any fees charged by the bankers of the Client in respect of the transfer of legal tender to XMT.
- The timing associated with the transfer of legal tender to XMT will depend in part upon the performance of bankers of the Client. XMT does not give any guarantees in respect of the time required to receive legal tender in cleared funds in XMT’s account with the respective Client Bank.
- Any legal tender held by XMT in the Client Bank will be used exclusively for the acquisition of VFAs or withdrawal and payment to the Client’s own bank account.
- The Client may instruct XMT to transfer part or all of the Client’s legal tender held by XMT less any fees charged by XMT to the Client’s own bank account. In some cases, the Client’s banker may reject the transfer to the Client’s account or may otherwise be unavailable. The Client agrees that he will not hold XMT liable for any damages resulting from such rejected transactions.
- The Client may instruct XMT to transfer his VFAs held by XMT to another account eligible to receive VFAs but any fees in relation to such transfer shall be at the Client’s risk and at the Client’s expense.
- XMT may, at any time and in its sole discretion, refuse any trade submitted to it, impose limits on the trade amount or impose such other conditions or restrictions on the placement of orders without prior notice.
- The Client may only cancel an order if such cancellation occurs before XMT matches the transaction. Once the Client order has been matched by XMT the Client may not change, withdraw or cancel the authorisation to XMT to complete such transaction.
- If an order has been partially filled, the Client may cancel the unfilled part of the order unless the order relates to a market trade. XMT reserves the right to refuse any cancellation request associated with a market order once the Client has submitted such order. All market orders are irreversible once initiated.
- The Client will be able to place an order to the extent that he has sufficient VFAs in the Account to complete the order.
KNOW YOUR CLIENT REQUIREMENTS
- The Client shall provide XMT with the necessary documents relevant to the opening and the establishment of the Account. The Client further agrees to promptly deliver true and complete copies of all amendments or supplements to such documents. The Client shall indemnify and hold XMT harmless against any and all losses, claims, damages, expenses, costs and liabilities that XMT may suffer or incur arising out of any failure by the Client to provide XMT with the documents required by it.
SUSPENSION OR TERMINATION OF PROVISION OF SERVICES
- XMT may: (a) refuse to complete or block, cancel or reverse a transaction the Client may have authorised; (b) suspend, restrict, or terminate the Client’s access to any or all of the Services; and/or (c) deactivate or cancel the Account with immediate effect for any reason, including but not limited to where:
- it is, in its reasonable opinion, required to do so by applicable law or any court or other authority to which they are subject in any jurisdiction;
- they reasonably suspect that the Client acted in breach of these Terms or other applicable terms and policies;
- they have concerns that a transaction is erroneous;
- they have concerns about the security of the Client’s Account or they suspect the Services are being used in a fraudulent or unauthorised manner;
- they suspect or have reasonable grounds to suspect money laundering, terrorist financing, fraud, or any other financial crime;
- use of the Account is subject to any pending litigation, investigation, or government proceeding and/or they perceive a heightened risk of legal or regulatory non-compliance associated with Client’s Account activity; and/or
- the Client takes any action that may circumvent XMT’s controls such as opening multiple Accounts or abusing promotions which XMT may offer from time to time.
- they reasonably suspect that the client engages in market manipulation.
- XMT may also refuse to complete a transaction where there are insufficient VFAs in the Client’s Account to cover the transaction and (where applicable) associated fees at the time that XMT receives notification of the transaction.
- If XMT refuses to complete a transaction and/or suspends or closes the Account, or terminate the Client’s use of the Services in this way, XMT will (unless it would be unlawful for them to do so) provide the Client with notice of its actions and the reasons for refusal, suspension or closure and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that XMT refuses to complete a transaction and/or suspends the Account, XMT will lift the suspension as soon as reasonably practicable once the reasons for refusal and/or suspension no longer exist. However, XMT is under no obligation to allow the Client to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
- XMT may suspend, restrict, or terminate the Client’s access to any or all of the Services and/or deactivate or cancel the Account, without reason by giving the Client five (5) days’ notice. The Client acknowledges that XMT’s decision to take certain actions, including limiting access to, suspending, or closing the Account, may be based on confidential criteria that are essential to XMT’s risk management, regulatory compliance and security protocols. The Client agrees that XMT is under no obligation to disclose the details of its risk management, regulatory compliance and security procedures to the Client.
- If XMT suspends or closes the Client’s account, or terminates the Client’s use of the Services for any reason, XMT reserves the right to require the Client to complete the relevant identity verification and prevention of money laundering procedures before permitting the Client to transfer or withdraw any VFA and/or legal tender.
- The Client may cancel the Account at any time by withdrawing all balances by following this link. The Client will not be charged for cancelling the Account, although the Client will be required to pay any outstanding amounts owed to XMT. The Client authorises XMT to cancel or suspend any pending transactions associated with the Account at the time of cancellation.
- If XMT identifies a Client’s Account that has been inactive for a period exceeding twelve (12) months, XMT may elect to charge a maintenance fee to such Client to continue to service and maintain the relevant Client’s Account.
CONFLICTS OF INTEREST
- XMT has a Conflicts of Interest Policy which sets out the effective organisational and administrative arrangements that have been put in place to identify, prevent, manage and monitor conflicts of interest that entail a material potential risk of damage to the interests of its Clients. XMT shall take all appropriate steps to prevent conflicts of interest from constituting or giving rise to a material risk of damage to the interests of a Client.
LIMITATION OF LIABILITY
- XMT shall not be liable for:
- any damages of whatever kind or nature, including indirect, moral, consequential, special or exemplary damages, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, including, without limitation, damages to the Client’s device or the device’s software, or any damages sustained to the Client’s computer equipment, damages for loss of income or earning that the Client may suffer arising out of or relating to the use, inability to use or non-use of the Services (any “Loss”) suffered or incurred by the Client unless and to the extent that such Loss is suffered or incurred as a result of: (i) XMT’s gross negligence, wilful default or fraud; or (ii) breach of XMT’s obligations under these Terms; and
- any Loss due to actions taken by XMT according to its rights under these Terms, provided that in any case, to the extent that such liability cannot be excluded in terms of Applicable Law, and to the extent permitted in terms of Applicable Law, the maximum liability of XMT or that of its officers, directors, employees, sub-contractors or agents with respect to the Client shall be limited (where applicable) to the lesser of the repair of any damage or the replacement of any damaged device, computer software or other equipment and/or to a refund of fees paid by the Client for the provision of the Services.
- XMT shall not be liable for any Loss incurred by the Client with respect to any transaction in relation to any VFA, any delays in the receipt or processing of the Client’s instructions or if XMT cannot perform any of its obligations by reason of any cause beyond its reasonable control (including, without limitation to the generality of the aforesaid, acts of God, government restriction, wars, act of terrorism, strikes, fire, exchange or market disruption, suspension of trading, periods of abnormal or unusual market activity, unanticipated dealing volumes, inability to communicate with market makers, failure of any telecommunication, energy failure, cyber-attacks, viruses or hacking, or any other event beyond the reasonable control of XMT) except if occurring through XMT’s gross negligence, fraud, wilful default or the breach of these Terms.
- Clients using XMT’s online trading platform acknowledge and accept that in the event that the online trading platform becomes inaccessible for any period as a result of communication failure, breakdown or other malfunction, including inadequacy of or defect in any underlying communications services provided by third parties in respect of the online trading platform or failure of the internet, which occurs through no act or omission of XMT and is outside of its reasonable control. XMT shall not be liable to the Client for any such inaccessibility and/or failure.
- XMT may, from time to time, need to interrupt the online trading platform service in order to carry out maintenance and updates or to protect the interest of the users of the online trading platform. XMT shall not be liable for any Loss that may be suffered by the Client as a result of such interruption.
- Clients making use of the online trading platform further acknowledge and accept that the internet and telecommunication systems may be subject to interruption or failure through no fault of XMT. The Client is responsible for providing and maintaining the communications equipment (including personal computer or device and modem or other internet connection equipment) that the Client may use to access the online trading platform.
- For the avoidance of doubt, this limitation of liability provision shall survive the termination of these Terms and shall apply, with full force and effect, in perpetuity for the benefit of XMT, and any other entity that is or becomes the owner of the Services, whether such ownership occurs through a sale, merger, other transaction or by the operation of Applicable Law.
- If Applicable Law does not permit all or any part of the above limitation of liability in contracts to apply to the Client, the limitations, exclusions and disclaimers will apply to the Client only to the extent permitted by such Applicable Law.
ONLINE ACCESS TO THE ACCOUNT
- The Client agrees to keep his username and password details secure to prevent any unauthorised use of them. The Client must contact XMT immediately if the Client suspects that his username or password details may have been disclosed to, or obtained by, a third party and that the security of those details may be in jeopardy.
- XMT shall not be liable under any circumstances for any direct, indirect, moral, special, exemplary or consequential loss which results or may result from the Client’s use of the online trading platform or the Services (including but not limited to system errors, deletion or loss of files, defects or delays in transmission of instructions or other information, any failure of either of XMT’s server or the internet, loss of data, or any other event beyond XMT’s reasonable control) or the Client’s access to the internet or Services or use thereof for any purpose whatsoever or for any reliance on or use of information received on or through the online trading platform, the Services or the internet.
- The Client shall indemnify and hold XMT harmless against any and all claims, losses, damages, liabilities and expenses (including reasonable attorneys’ fees, legal expenses and court costs) asserted against XMT by any third party or otherwise suffered or incurred by XMT as a result of or in connection with:
- the Client’s breach of these Terms;
- any negligent or fraudulent act or omission or any wilful misconduct on the Client’s part; and
- any third party claim due to the acts or omissions of the Client.
- The Services relate to VFAs whose price volatility is outside XMT’s control. Any profit or loss arising as a result of a fluctuation in the value of the respective VFAs will be entirely for the Client’s account and risk.
- The Client acknowledges that past performance is not necessarily a guide to future performance.
- XMT does not provide investment advice in respect of VFAs. As a result XMT shall not be responsible for any losses, expenses and liabilities incurred by the Client as a consequence of the Client’s own trading decisions in respect of VFAs.
- The Client accepts that the value of VFAs, may fall as well as rise and that there can be no guarantee that the Client will not make a loss or that profits will be made by the Client as a result of his transactions in respect of VFAs.
FEES AND CHARGES
- The Client accepts to be bound by and pay the fees and charges as may be from time to time determined by XMT for the provision of the Services. The current list of applicable fees and charges and related details on payment of same can be accessed at Fees.
COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS
- Unless otherwise indicated by XMT, all copyright and other intellectual property rights in all content and other materials contained on XMT’s website or provided in connection with the Services, including, without limitation, logos and all designs, text, graphics, pictures, information, data, software, sound files, other files and the selection and arrangement thereof (collectively, “Our Materials”) are the proprietary property of XMT or its licensors or suppliers and are protected by Maltese and international copyright laws and other intellectual property rights laws.
- XMT hereby grants the Client a limited, revocable, non-exclusive and non-sub-licensable licence to access and use Our Materials for his personal or internal business use limitedly to use the Services. Such licence is subject to these Terms and does not permit: (a) any resale of Our Materials; (b) the distribution, public performance or public display of any of Our Materials; (c) modifying or otherwise making any derivative uses of Our Materials, or any portion thereof; or (d) any use of Our Materials other than for their intended purposes. The licence granted under this Section 18 will automatically terminate if XMT suspends or terminates the Client’s Account or access to the Services.
- Trademarks and any other product or service names, logos or slogans that may appear on XMT’s website or other application belong to and are owned by XMT, in Malta and in other countries, and may not be copied, imitated or used, in whole or in part, without XMT’s prior written permission. The Client may not use any trademark, product or service name of XMT without XMT’s prior written permission, including without limitation any metatags or other “hidden text” utilising any trademark, product or service name of XMT. In addition, the look and feel of the Services, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of XMT and may not be copied, imitated or used, in whole or in part, without XMT’s prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned through the Services are the property of their respective owners. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by XMT.
THIRD PARTY CONTENT
- In using the Services, the Client may view content provided by third parties, including links to web pages of such parties, including but not limited to Facebook and Twitter links (the “Third-Party Content”). XMT does not control, endorse or adopt any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, the Client’s business dealings or correspondence with such third parties are solely between the Client and the third parties. XMT is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and the Client understands that the Client’s use of Third-Party Content, and interactions with third parties, is at the Client’s own risk.
AMENDMENT AND TERMINATION
- XMT shall be entitled to amend these Terms generally or in order to comply with applicable law and regulation without notice. Changes in these Terms which are not in the Client’s favour may enter into force at any time, after XMT’s giving notice to the Client at least thirty (30) days in advance, which notification may be made by publishing such changes on XMT’s website.
- The Client is deemed to have accepted such changes before the proposed date of their entry into force. In the event that the Client does not accept such changes, such Client must without delay and in any case prior to entry into force of any such changes notify XMT that he does not accept them by following the procedure set out in Section 24 of these Terms.
- The relationship between the Client and XMT shall remain in force until it is terminated.
- The Client is entitled to terminate the relationship with XMT with immediate effect by giving written notice to XMT.
- XMT is entitled to terminate the Client relationship with one (1) months’ notice.
- The termination of the relationship shall be without prejudice to any other rights or remedies each of XMT or the Client may be entitled to under these Terms or at law and shall not affect the coming into or the continuance in force of any provision of these Terms which is expressly or by implication to come into effect or to continue in effect after such termination.
- These Terms are only enforceable by the Client and XMT, and no other person shall have any rights under these Terms to enforce any provision of these Terms.
- The Client agrees not to assign, transfer, dispose of or grant security over any of his rights and obligations under these Terms without XMT’s prior consent.
- XMT may assign or transfer any of its rights or obligations under these Terms or delegate all or any of its functions under these Terms to a third party without the Client’s prior consent provided that the Client is given notice of any such assignment or transfer only.
NO INVESTMENT ADVICE
- The website of XMT and any content therein should not be considered investment advice in respect of VFAs and should not be construed as a substitute for tailored investment advice. The contents of the website of XMT should not be used as a basis for making investment decisions and is not intended, as an attempt to market or promote any type of VFA.
- The contents of XMT’s website does not constitute an invitation to invest in any VFA or constitute or form a part of any offer for the sale or subscription of, or any invitation to offer to buy or subscribe for, any VFA.
- Any complaint or other communication to be given in connection with these Terms shall be made in writing and sent by electronic mail on the following address [email protected]
- Save as otherwise expressly provided herein, these Terms constitute the entire agreement between XMT and the Client and XMT shall not be liable to the Client in connection with any agreement, representation, statement or undertaking made prior to the coming into effect of these Terms other than those agreements, representations, statements or undertakings which are expressly incorporated or referred to in these Terms.
- XMT’s failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
- The invalidity or unenforceability of any of the provisions of these Terms shall not affect the validity or enforceability of any other provision of these Terms, all of which shall remain in full force and effect.
- Sections 3, 5, 9, 12, 14, 18, 19, 20 and 26 to 28 and Clause 4.12 shall to the extent applicable survive the termination or expiration of these Terms.
- XMT strictly follows anti-money laundering (AML), “know your customer” (KYC) and other regulations in respective jurisdictions. The Client fully agrees to assist XMT in fulfilling the Applicable Law and provide any necessary information if such is required from the Client.
- The Client shall cooperate with and assist XMT in connection with any investigation, examination or enquiry by any government entity. The Client shall promptly provide XMT with any documents, certification, record or other materials they may request in connection with such investigation, examination or enquiry.
- These Terms are governed by Maltese Law (“Applicable Law”). Any disputes between the Parties relating to the Services or these Terms will be subject to Arbitration in accordance with these Terms.
- Any dispute, controversy or claim, whether contractual or non-contractual, arising out of or relating to these Terms, or the breach, termination or invalidity thereof, or any other issue which may arise in virtue of these Terms, shall be referred to and finally settled by arbitration under the UNCITRAL Rules of Arbitration in accordance with the provisions of Part V (International Arbitration) of the Arbitration Act (Cap. 387, laws of Malta). Any arbitration commenced pursuant to this clause shall take place in Malta in the English language through a single, independent and impartial arbitrator to be appointed by agreement between the Parties or, failing such agreement within fourteen (14) days from the receipt by any Party from the other/s of a written request to concur in the appointment of an arbitrator, a single arbitrator to be appointed by the Chairman of the Malta Arbitration Centre.
- Client acknowledges, recognizes and understands that trading and investments in leveraged as well as non–leveraged Instruments is: highly speculative; may involve an extreme degree of risk; and is appropriate only for persons who, if they trade on margin, can assume risk of loss in excess of their margin deposit.
- Margined trading carries a high risk. Please note: you may sustain a total loss of initial margin funds and any additional funds deposited with XMT to maintain your position, in addition to any liability; if the market moves against your position or margin levels are increased you may be called upon to pay substantial additional funds on short notice to maintain your position; if you fail to comply with a request for additional funds within the time prescribed, XMT in its sole discretion may liquidate any or all of your positions at a loss; whether you make a profit or a loss will depend on fluctuations in the underlying security or commodity which are outside XMT’s control; You must make an independent decision as to whether or not to enter into Margined Transactions. Please note: XMT does not provide advice, XMT will not advise on the merits or otherwise of your Margined Transactions; the decision to place a Margined Transaction is yours alone. You (and not XMT) are responsible for the effect a Margined Transaction might have on any open positions.
- Sufficient assets: Client will ensure that sufficient Client’s Money and Assets are maintained in the Account, in such amounts or for such value and in such currency as may be specified or requested by XMT from time to time, to meet Client’s obligations under this Agreement including for the provision of Margin. XMT is hereby irrevocably authorized (which mandate is given by way of security to XMT which declares to have an interest therein) to debit and transfer such amount from any Account, without notice: (i) as required for the payment of any fees, charges and expenses due and payable to XMT by Client in terms of this Agreement; (ii) as required for the payment of any amounts due to any Delegate, Counterparty, Depository, or other third party in relation to any Order, Contract or Transaction carried out or Instrument held on Client’s behalf; (iii) to keep, transfer or deposit any Margin as may be required in the relevant Client Account(s), in particular to ensure that posted marked‐to‐market margin equals or exceeds required margin on Open Positions; and (iv) to perform such acts as may be required in order to ensure that such debits and transfers can be effected. Margin: for the purpose of the Orders, Contracts and Transactions, Client is required to provide and maintain Margin in such amounts and in such forms, and within such limits as XMT may from time to time require. Margin requirements, including initial (opening) margin and maintenance margin requirements, are at XMT’s. XMT may change Margin requirements at any time. Provided that, however, and notwithstanding any demand for additional Margin, XMT may at any time proceed to liquidate Open Positions. XMT may call for additional Margin at any time the Margin balance falls below the maintenance margin level. Margin Calls: XMT may at any time notify Client that unless Client transfers to its Account(s) such additional Margin to meet Margin requirements, it may liquidate any or all Open Positions ("Margin Call"). Once issued, Client must comply fully with the Margin Call regardless of any currency value fluctuations and irrespective of any recovery in the market value of the subject Open. Client may not increase or establish any new Open Positions while any Margin Call remains unsatisfied. Margin does not represent the total extent of Client’s financial liability to XMT or otherwise, as Client is liable for all losses in respect of any Contract of Transaction and any other costs or payments due under the Agreement. Furthermore, Client acknowledges and agrees that any waiver of margin or failure to make a Margin Call cannot be relied upon, or treated as, an act, omission or representation as to the current value of any of your Open Position. Form of Margin: Unless otherwise agreed, Margin must be paid in cash. The currency of the cash margin Client pays to XMT shall be the currency of the relevant underlying Transaction or Contract (if applicable) or as XMT may in its discretion reasonably request from time to time. Non‐Cash Margin: Where XMT agrees to accept non‐cash collateral as Margin, it must be in a form acceptable to XMT. The value of the non-‐cash collateral and the proportion of that value to be taken into account for margin purposes shall be determined by XMT in its absolute discretion.