Terms & Conditions

Note: The English version of this agreement is the governing version and shall prevail whenever there is any discrepancy between the English version and the other versions.

This client agreement, together with any Schedule(s), and accompanying documents, as amended from time to time, (this “Agreement”) sets out the terms of the contract between you and us. Please read it carefully and let us know as soon as possible if there is anything which you do not understand.

1. Term

1.1. This agreement will take effect on the date that you (the “Client” or “you”) receive and agree separately to its Terms or, if earlier, on the date when we first provide you with the Services.

2. Definitions and construction

2.1. Save where provided in clause

2.2 or the context otherwise requires words and phrases defined in the rules of the Malta Financial Services Authority (“MFSA”), shall have the same meanings when used in this Agreement. 2.2. The following words and phrases shall have the following meanings:

Account -One or more accounts maintained by us in respect of your assets and liabilities arising in connection with your dealings with us.

Act -The Investment Services Act (Chapter 370, Laws of Malta). Agreement The terms of this agreement together with any Risk Disclosure Notice, Execution Policy and / or Conflict of Interest Policy provided to you by us or notified to you as appearing on our website and as periodically amended by us.

Assets -All your cash balances, derivatives positions, investments, rights to the payment of cash or the delivery of investments or commodities and all and any other assets of yours which may at any time be represented by an entry on or standing to the credit of your Account including without limitation assets held by us or any associate of ours or in our or such associate’s possession or control and assets held with or rights or claims arising in relation to or against any intermediate broker, exchange, market operator, clearing house or depositary through or with which transactions on your behalf are executed or cleared.

Applicable Law -Means any applicable law, ordinance, regulation, rule, code, order, published practice, judgement or decision of any government, governmental body, agency, department or regulatory, self-regulatory or other authority having competent jurisdiction.

Business Day -Any day which is not a Saturday, Sunday, or a public holiday in Malta.

Charged Assets -Has the meaning given in clause 14.

Client Application Form -The Client Application Form to be completed and signed by you in accordance with this Agreement.

Client Money -Means, in accordance with the MFSA’s Rules, money of any currency used in the course of or in connection with, the business contemplated by the Agreement.

Derivatives -Futures, options, contracts for differences and warrants. EEA The European Economic Area.

Eligible Complainant -A client who is eligible to complain to the Office of the Arbiter for Financial Services who has first exhausted our complaints procedure and has received a final response letter or summary resolution from us confirming our complaints procedure has been concluded.

Eligible Counterparty -Shall mean an Eligible Counterparty for the purposes of the MFSA Rules, which for example, may include investment firms, credit institutions, insurance companies, authorised collective investment schemes, pension funds, national governments, central banks, supranational institutions.

Event of Default - Has the meaning given in clause 12.

Force Majeure -Shall mean the existence of an emergency or an exceptional market condition, including without limitation, the events set forth in clause 29.

MFSA -Malta Financial Services Authority or any successor competent authority that may be responsible for the authorisation and regulation of Alchemy from time to time.

MFSA Rules -The applicable rules and regulations issued by the MFSA.

Margin Requirement -The minimum amount of money required in your Account in order to keep a transaction open on the Trading Platform.

Obligations -All your costs, expenses, losses, liabilities and other obligations owed to us to make payment, deliver assets or perform any other legally binding obligation whether arising under this Agreement or otherwise, and whether actual or contingent including but not limited to costs, expenses, losses, liabilities and other obligations incurred by us as a result of the performance by us of our duties or the exercise by us of our rights, powers and / or privileges hereunder.

Professional Client -Shall mean a professional client as defined in the MFSA Rules.

Retail Client -Shall mean a Retail Client as defined in the MFSA Rules.

Services -The services more specifically referred to in clause 3 below.

Security -The security created by clause 14.

Trading Platform Means the [electronic trading platform facility or any other trading platform offered by Alchemy (such as MT4 or MT5 (together with any other programs, tools, services, upgrades, bug fixes and updates if any, and its underlying code) however you access it (including via our website or by downloading our app).

2.3. References in this Agreement to statutes, the MFSA Rules and any other rules, regulations or laws shall be to such statutes, MFSA Rules, rules, regulations, and laws as modified, amended, restated, or replaced periodically. References to clauses are to the clauses of this Agreement. Headings are included for convenience only and shall not affect the interpretation of this Agreement. This Agreement, the Client Application Form and any supplemental documentation are to be construed as one agreement.

2.4. Nothing in this Agreement shall exclude any duty or liability which we have to you or vice versa under the MFSA Rules or the Act. In the event of a conflict between this Agreement and the MFSA Rules, the MFSA Rules shall apply.

2.5. We reserve the right to periodically vary and / or amend this Agreement in part or in whole and to publish the latest version on our website. You agree that you will be bound by subsequent new versions of the Client Agreement which will supersede all earlier versions unless you have raised an issue with the new agreement by emailing us at [email protected] within 10 working days. A paper copy of this Agreement, and any updated versions will be available upon request.

3. Communication Methods

3.1. We may communicate with you by telephone, letter, email, text message. We will use the contact details you gave us when you opened your Account or such other contact details as you may subsequently notify to us.

3.2. We will send all notices and statements relating to your Account to you by email, unless you request otherwise, and we agree to such request.

3.3. The Agreement and any other documents we provide to you, and all information, statements and notifications will be in English, and we will communicate with you in English.

4. Description of services

4.1. In this clause 4 we describe the Services we may agree to carry out for you where you have elected to receive such a Service in the Client Application Form and / or such other services as may be specifically agreed in writing between us. The available services are: • Reception and transmission of orders. • Execution of orders on behalf of other persons; and • Dealing on own account.

4.2. The Services will be subject to any limits or restrictions which you may specify in the Client Application Form, to the terms of this Agreement, and any statutory, regulatory, legal or market requirements.

4.3. We may provide the Services in relation to the below listed instruments: • Options, futures, swaps, forward rate agreements and any other derivative contracts relating to securities, currencies, interest rates or yields, or other derivative instruments, financial indices or financial measures which may be settled physically or in cash. • Options, futures, swaps, forward rate agreements and any other derivative contracts relating to commodities that must be settled in cash or may be settled in cash at the option of one of the parties other than by reason of a default or other termination event. • Options, futures, swaps, and any other derivative contracts relating to commodities that can be physically settled provided that they are traded on a regulated market, within the meaning of the Financial Markets Act, a Multilateral Trading Facility or an Organised Trading Facility, except for wholesale energy products traded on an Organised Trading Facility that must be physically settled. • Options, futures, swaps, forwards, and any other derivative contracts relating to commodities, which can be physically settled, are not for commercial purposes, are not included in the preceding paragraph, and, which have the characteristics of other derivative instruments. • Rights under a contract for differences or under any other contract the purpose or intended purpose of which is to secure a profit or avoid a loss by reference to fluctuations in the value or price for property of any description or in an index or other factor designated for that purpose in the contract. • Foreign exchange acquired or held for investment purposes.

4.4. Clause4.3 is subject to any limits or restrictions you or we may specify in writing. Please list in the Client Application Form any investment, or type of instrument or exchange or geographic area in which you do not wish to trade.

4.5. Unless otherwise specified in the Client Application Form the full amount standing to the credit of your Account will be available for investment in Derivatives.

4.6. Save as specified in this clause and / or the Client Application Form there are no other restrictions on the type of investments in relation to which we may provide our Services.

4.7. We are authorised by you to take any action we consider reasonably necessary or appropriate either to provide the Services (including but not limited to acting as your agent and delegating our authority as your agent to another) or to comply with any applicable laws or regulations as may reasonably be appropriate. You agree to ratify and confirm everything lawfully done in the exercise of such discretion.

4.8. Except where expressly agreed in writing we will not be responsible for the provision of any tax, accounting, or legal advice in relation to the Services.

4.9. We will treat you as our client and we have no obligation and accept no liability to any other person for whom you may be acting as an agent, intermediary or fiduciary (whether or not the existence or identity of such person has been disclosed to us) and your obligations to us shall not be diminished in any way by reason of your so acting.

4.10. We will not be obliged to carry out any transaction nor do anything else which we believe would breach any statute, law, or regulation.

4.11. If your Account comprises more than one account with us, we will have the right without prejudice to any other right we may have to combine all or any such accounts and set off any amount at any time owing from you to us or any associate on any account against any amount owing by us or any associate of ours to you for any purpose.

4.12. We may, at our discretion, at any time convert any sums of money held in a currency other than the currency of the relevant Obligation into the currency of the Obligation at our current exchange rates (or other reasonable rate) and the proceeds of such conversion will be automatically applied in reduction of the Obligation.

4.13. We are required by the MFSA Rules to categorise and treat you as a Retail Client, Professional Client, or an Eligible Counterparty, and this will depend upon how you complete the Client Application Form. If at any time you believe that the category that you have selected is no longer appropriate or you wish to request a higher or lower level of protection, please contact us immediately.

4.14. When assessing your classification and thereafter dealing with you, we will rely upon the truth, accuracy and completeness of the information provided by you in the Client Application Form. You expressly consent to us using and relying on all such information in making our assessment and its dealings with you.

4.15. If there is a change in your personal or other relevant circumstances, you must immediately notify us of the change in writing.

4.16. We may periodically review your classification (subject to complying with regulatory requirements) and re-classify you if necessary.

5. Advice

5.1. As a retail client, you must advise us of your investment objectives and any relevant restrictions you want to impose when completing the Client Application Form. Any such restrictions shall not be treated as breached solely as a result of subsequent variations in the value or price of any investment(s) or other Asset(s) credited to the Account.

5.2. We do not provide any advisory service and any investment decision is taken exclusively by you alone and should you require any advisory services you must rely upon your own financial advisors. Therefore, any explanation we may provide as to the terms of a transaction, or its performance characteristics will not amount to advice.

6. Instructions

6.1. If you wish to authorise anyone else to give instructions on your behalf, you must notify us in writing. This will require sight of the agreement between you and that other entity, and any other due diligence material the firm may reasonably request. Unless and until we are informed in writing that such authority has been withdrawn by either party, any action taken by us in conforming to any instructions given under such authority will be binding on you.

6.2. We shall be entitled to act upon any oral or written instructions which we reasonably believe to be from you or from any other person authorised to act on your behalf. Once given instructions may only be withdrawn or amended with our consent.

6.3. We may at our absolute discretion refuse to accept or act in accordance with any instructions, without being under any obligation to give any reasons therefor. If we decline an instruction, we will take reasonable steps to notify you promptly of this but subject to this will not be liable for any failure to accept or act on such instructions.

7. Dealing instructions

7.1. You will be dealing with us on an execution-only basis in reliance solely on your own judgement. In this regard you should bear in mind that if we merely explain the terms of an investment or its performance characteristics this does not of itself amount to advice on the merits of a transaction in the investment or on the legal, accounting or tax status or consequences.

7.2. You acknowledge that we may at our discretion, decide to require your Instructions to be submitted via our online system. We cannot be expected to act upon instructions until receipt thereof - it is your responsibility to ensure proper receipt of clear and unambiguous instructions.

7.3. We may acknowledge your instructions by such means as we consider appropriate whether orally, in writing, by actual performance or otherwise.

7.4. You shall promptly (and in any event within any reasonable time limit imposed by us) give any instructions we may reasonably request from you in respect of any transactions or other matters in relation to which we have accepted your instructions to act. If you do not do so, we may in our sole, but reasonable, discretion take any steps at your cost which we consider appropriate for our or for your protection.

8. Dealing

8.1. We may execute your dealing instructions upon or in accordance with the rules of any market or exchange and through any clearing house selected by us. We may enter into transactions for or with you which are not on or in accordance with the rules of any exchange for example, off-exchange transactions in foreign currencies, or in other non-readily realizable investments.

8.2. Assets and profits arising on closing a position, settlement or liquidation will be credited to your Account and losses will be debited from your Account. Any debit balance arising as a result of any close-out, settlement or liquidation will be payable by you forthwith whether or not demanded by us.

8.3. We shall be entitled to carry out all transactions in accordance with the rules, regulations, customs or practices of the relevant market, exchange and / or clearing house and all applicable laws whether imposed on you or us. We may take all such steps as may be required or permitted by such laws, rules, regulations, customs and / or market practice. We will be entitled to take or not take any reasonable action we consider fit in order to ensure compliance with the same and all such actions so taken will be binding upon you.

8.4. You agree that any transactions we effect for you will be subject to the rules, regulations, customs and practices of each relevant market, exchange, or clearing house on, through or with which we deal.

8.5. In executing transactions for or with you, we will always deal with you as principal whilst bearing in mind the best execution obligations of the MFSA and how they apply to each different client classification.

8.6. We may, at our discretion, aggregate your orders with our own orders or those of other clients of ours or our associates. We will allocate the proceeds of such orders among the participating accounts in a manner which we believe to be fair and equitable. If the combined order is not executed at the same price, we may average the prices paid or received and debit or credit your Account with the average net price. Details of average price will be furnished on request. Such allocation must take place within five business days of execution. In aggregating your orders in this way, we must reasonably believe this will be to your advantage, for instance to obtain better execution or reduced foreign exchange or other dealing costs by being part of a larger transaction. However, on occasion, aggregation and allocation may result in you obtaining a less favorable price.

8.7. Where we are unable or consider it undesirable or inappropriate to execute your order at once or in a single transaction (split fills and/or market orders) we may execute it over such period as we deem appropriate, and we may report to you an average price for a series of transactions so executed instead of the actual price of each transaction.

8.8. We may undertake a program trade or trades comprising a single transaction or series of transactions on your behalf. In doing so we will always act as principal.

8.9. We reserve the right to refuse any trades placed by you that we judge to be clearly outside the prevailing market price such that they may be deemed non-market price transactions, whether due to manifest human error or stale, incorrect or broken price feeds. Where we have opened or closed a trade before becoming aware of the price disparity, we may at our absolute discretion either treat that trade as void or accept that trade at the prevailing market price.

9. Reporting transactions

9.1. We will generate an electronic confirmation in respect of all daily executed transactions to send out via the email on record.

9.2. After executing a trade which closes out an open position your confirmation will include a difference account, showing your profit or loss arising from the closing out which will be credited to or debited from your Account and due for immediate settlement.

9.3. If we have instructed an intermediate broker on your behalf, the confirmation may be a copy of the confirmation sent to us by the intermediate broker. Confirmations posted, electronically transmitted, or otherwise sent to you at your last known email address in our records will be deemed to have been received by you when sent to the relevant address.

9.4. Unless otherwise agreed we will send you a monthly statement of every account comprised in your Account which includes or may include uncovered open positions. Performance measurement will not be provided other than by special arrangement. The statement shall include details of the contents and value of your Account and open positions and such other information as may be agreed from time to time by us or as is required to be disclosed under the MFSA Rules.

9.5. Any confirmation, statement of account, report or certificate issued by us in respect of any transaction or other matter shall be conclusive and binding on you unless objection in writing is received by us within 48 hours (excluding weekends) of the generation of the report, the period of which will be extended by a business day in respect of each local holiday occurring within the period. Occasionally (whether due to human or technical errors), discrepancies may occur in our confirmations, statements of account, reports, or certificates. Provided that we advise you of such errors and / or discrepancies as soon as practical you will be bound by the relevant confirmation, statement of account, report, or certificate (as so corrected) irrespective of when the relevant error or discrepancy is discovered by us. We will resolve once discovered discrepancies within 7 days.  

10. Margin

10.1. You will provide to us on demand such sums by way of margin as we may in our discretion require for the purpose of protecting ourselves against loss or risk of loss on present, future, or contemplated transactions under this Agreement. Different margin requirements may apply to different accounts and / or investments traded. You may be required by us to supplement such margin at any time if your Account shows a debit balance or an increase in your margin requirement. You will pay or transfer margin within the minimum period specified by us at the time (which may be within the same Business Day). Alternatively, an application for extending the trading facilities in response to a request for payment from you can be made. This will have to be subject to negotiation and agreed with a director of the firm listed on the Malta Business Registry website and confirmed by email to you. Our minimum business practice for considering the extension will normally be that we will require sight of the proof of payment and also advisement of the time for banking processes to complete.

10.2. Margin in relation to a particular type of transaction will be provided in cash or in the form of such investments or other assets (if any) we may in our absolute discretion agree. Where we agree to accept margin in the form of securities this is subject to the security and custody arrangements described in clauses 14 and 15.

10.3. Unless the terms applying to a particular type of transaction otherwise specify, margin will be valued by us on such basis as we shall in our absolute discretion determine and may reflect, without limitation, our view as to the extent that the relevant assets are fully available to us or such discount to the current market value of any margin as reflects our perception of the market risk of that margin.

10.4. While failure to pay margin when required will entitle us to close out some or all of your positions and / or call an Event of Default we are under no obligation to close out any transactions or take any other action in respect of positions opened or acquired on your instructions and in particular, on failure by you to pay margin when demanded will require us to close out any such transaction. Our system notifies clients at margin call at 150%, and automatic margin call at 100%. Stop-out is set at 50% of margin utilised.

10.5. All cash margin and other payments due by you to us pursuant to this Agreement shall be made in freely transferable funds in such currency and to such bank account(s) as we specify. If you are by law required to make any deduction or withholding in respect of taxes or otherwise, then you will be liable to pay such amount to us as will result in our receiving a net amount equal to the full amount which would have been received had no such deduction or withholding been required.

10.6. Any sums (commissions/fees) due to us from you pursuant to this Agreement (plus any applicable VAT) are automatically deducted from your account without prior notice. We may have recourse against and sell, realise, or dispose of any of your Assets placed with us (including any margin collateral and safe custody assets) in order to realise proceeds which may be applied in the discharge of such sums.

11. Settlement

11.1. In relation to your open positions, you will promptly take all actions on or prior to maturity, which are necessary either:

11.1.1. To close out or otherwise liquidate such contracts by giving proper instructions in good time to enable us to carry out those instructions in accordance with their terms and the requirements of the relevant contract and of any relevant market, exchange, clearing house or intermediate broker; or

11.1.2. To enable us to effect due exercise, settlement and / or delivery of such contracts as they fall due in accordance with the requirements of the contract and of any relevant market exchange clearing house or intermediate broker including but not limited to making any appropriate payment or delivering any underlying asset to us in good time for us to complete due settlement and delivery.

11.2. You will take all action necessary to enable us to effect performance of transactions as they fall due in accordance with the requirements of the relevant market, exchange, clearing house or intermediate broker.

11.3. If you do not give us notice of your intention to exercise an option together with any monies or property or documents required therewith by the time stipulated by us, we may treat the option as abandoned by you and notify you accordingly. We will endeavour to give you reasonable advance notice of the time available for the exercise of such option and / or any arrangements for automatic exercise.

11.4. If any payment, instruction, documents, or delivery is not received or is incomplete or incorrect when received we may without notice close out or liquidate the transaction or buy in on the market or make or receive payment or delivery in order to meet our or your performance obligations or take such other action as we in our absolute discretion may consider appropriate.

11.5. Profits arising from the granting, closing out, liquidation, settlement, or exercise of contracts or from similar transactions will be credited to your Account. Losses arising from the granting, closing out, liquidation, settlement, or exercise of contracts or from similar transactions will be debited from your account. Any debit balance on your Account or arising as a result of the liquidation of your Account will be payable by you forthwith whether or not demanded by us. If accounts within your Account are expressed in different currencies, they shall be translated to sterling at the prevailing rate of exchange.

11.6. Any crediting to your Account of cash investments or other Assets is subject to reversal if, in accordance with local laws and practice, the delivery of investments or cash giving rise to the credit is reversed.

12. Default and realization of client’s assets.

12.1. The occurrence of any of the following events shall constitute an event of default (‘Event of Default’):

12.1.1. You breach any term of the Agreement, including, without limitation, your failure to pay any amount due under this Agreement in connection with the repayment of a Shortfall or otherwise and/or your failure to perform any Obligation due to us; or

12.1.2. Where any transaction or combination of transactions or any realised or unrealised losses on any transactions or combination of transactions opened by you results in your exceeding your total Equity at any time or any other credit or other limit placed on your dealings; or

12.1.3. You are or become unable to pay your debts as and when they fall due; or

12.1.4. You engage in any prohibited conduct; or

12.1.5. The initiation by a third party of proceedings for your bankruptcy (if you are an individual) or for your winding-up or for the appointment of an administrator or receiver in respect of you or any of your assets (if you are a company) or (in both cases) if you make an arrangement or composition with your creditors or any other similar or analogous procedure is commenced in respect of you; or

12.2. You become the subject of any legal or regulatory enforcement procedures which we determine may adversely affect our regulatory standing, reputation, or our interests; or

12.2.1. Any Representations or Warranties is or becomes untrue or misleading in any material respect; or

12.2.2. You fail to comply with any direction of our personnel, including without limitation, not to trade in a particular manner and/or strategy; or

12.2.3. You die, become incapacitated or of unsound mind, are unable to pay your debts as they fall due (or where you are the trustee of a trust you are unable to pay your debts incurred in that capacity out of the assets of the trust), or you are bankrupt or insolvent as defined under any bankruptcy or insolvency law applicable to you; or any of your indebtedness is not paid on the due date therefore or becomes capable at any time of being declared due and payable under agreements or instruments evidencing such indebtedness before it would otherwise have been due and payable, or proceedings are commenced for any execution, any attachment or garnishment, or any distress against, or an encumbrancer takes possession of, the whole or any part of your property, undertaking or assets; and/or

12.2.4. Any other circumstance has occurred where we reasonably believe that it is necessary or desirable to take any action in accordance with Section

12.2 to protect ourselves or all or any of our other.

12.3. Upon or at any time following an Event of Default we may, on giving notice to you and without prejudice to any other rights hereunder or under any transaction, contract, or law, take any and all actions that we consider to be necessary or desirable in the circumstances, including, but not limited to the following:

12.3.1. Treat any or all transactions then outstanding under this Agreement or any other agreement between us as having been repudiated by you and such repudiation as having been accepted by us, whereupon our obligations under such transactions will thereupon be cancelled and terminated.

12.3.2. Liquidate, sell, close out, replace, reverse, hedge or off-set all or any transactions, buy, borrow or lend, or enter into any other transaction or take, or refrain from taking, such other action at such time or times and in such manner as, at our sole discretion, we consider necessary or appropriate to cover, reduce or eliminate our loss under or in respect of any of your transactions or other commitments or Obligations. In liquidating any long or short positions we may, at our sole discretion and without limitation, sell or purchase for the same contract month, prompt date or other relevant contractual maturity, or initiate new long or short positions in order to establish a spread or straddle with a view to protecting existing positions; and / or

12.3.3. Sell, charge, deposit, deal with or otherwise dispose of any cash, securities, margin, Charged Assets or Assets upon such terms as we may in our absolute discretion think fit without being responsible for any loss or diminution in price in order to realise funds sufficient to cover your Obligations and apply such proceeds in or towards satisfaction of your Obligations in such order and generally in such manner as we may, in our sole and absolute discretion, determine.

12.4. You will at all times remain liable for the payment of any and all outstanding Obligations and if the proceeds realised pursuant to clause 12.2 are insufficient for the discharge of all such Obligations, you will promptly pay on demand the deficit and all unpaid liabilities together with interest at a rate of 10% per annum above the base rate published by Barclays Bank Plc whether before or after judgment compounded daily.

13. Client money and assets

13.1. This clause applies to Retail Clients only.

13.2. Any of your money held by us and which is classified as Client Money will be held by us in accordance with the MFSA Rules. This means we will separate our own money from your money and hold your money in one or more client bank accounts.

13.3. Client Money may be pooled in our client money bank account(s) with the client money of other clients subject to Applicable Law. In the event of a shortfall arising in the amount of client money held following a default or failure by the relevant bank, you may not receive your full entitlement and you will share in that shortfall rateably in accordance with the entitlements of all affected clients.

13.3.1. Where monies are held outside of Malta, the legal and regulatory regime applying to any such bank or third party may be different from that of Malta and in the event of the insolvency or any other equivalent failure of that bank or third party, your money may not be as effectively protected as if your money is held with an equivalent bank or third party in Malta.

13.3.2. We will not be liable for the failure or insolvency of any bank or third-party holding Client Money. However, if your money is held within another jurisdiction, a proportion of your cash balance may qualify for compensation arrangements, subject to the rules of that jurisdiction.

13.3.3. Your money may be held in a different currency from that of its receipt and will be adjusted each day to an amount at least equal to the original currency amount, translated at the previous day's closing spot exchange rate.

13.3.4. You will not be entitled to interest on any Client Money held with us.

13.3.5. We may pass on Client Money or allow another entity such as an exchange, a clearing house, or a liquidity provider, to hold Client Money where we transfer the Client Money: (a) for the purposes of a transaction for you through or with that person; or (b) to meet your obligations to provide Margin for a transaction. In these circumstances we will comply with the MFSA Rules, but we will have no responsibility for any acts (or failure to act) on the part of any such third party. In the event that we pass your Client Money to a third party (for example, a bank, clearing house or intermediate broker) in a country which is outside the European Economic Area (EEA), please note that the legal and regulatory regime which applies to that third party may be different from that in the EEA. The third party we pass your Client Money to may hold it in a general account and it may not be possible to separate it from the third party’s own money. If the third party enters administration, liquidation of similar proceedings, we will only have an unsecured claim against the third party on your and our other clients' behalf. You should recognise that this could result in the third party not having enough assets to cover all the claims against it from our clients, including you.

13.4. You hereby agree to us releasing any Client Money balances, for or on your behalf, from client bank accounts and to us ceasing to treat any unclaimed Client Money in your Account as Client Money where we have acted in accordance with MFSA regulations, processes, amounts, and time limits concerning the potential repatriation of your balance.

13.4.1. Your money will cease to be Client Money when it is paid:

13.4.1.1. To you or to one of your duly authorised representatives.

13.4.1.2. To a third party on your instructions; and

13.4.1.3. To us when money is due and payable to us.

13.5. If we hold any Client Money and/or custody assets on your behalf, we will provide you and your investment adviser (if any) with a statement in a durable medium on at least a quarterly basis detailing the Client Money and/or custody assets we are holding for you. You, an account representative, or your investment adviser may request a statement at other times. Statements may be provided by e-mail or other means of electronic communication. An administrative fee, and any costs incurred, may be charged for providing statements on request.

13.5.1. Only someone assessed as a Professional Client or an Eligible Counterparty can enter into a Title Transfer Collateral Arrangement, and as a consequence the protections under the MFSA Rules will no longer apply. Where you transfer money to us under this arrangement, we will treat this as a transfer of full ownership of money to us for the purpose of securing or covering your present, future, actual, contingent, or prospective obligations, and we will not hold such money in accordance with the MFSA rules. Any money received by us from you or an agreed third party for your Account will be owed by us to you and you will rank only as a general creditor of Alchemy. You will consequently not have a proprietary claim over money transferred to us, and we can deal with it in our own right. Your money will not be segregated from our money, and it may be used by us in the course of our business. In return for setting up a TTCA we will be able to offer you our keenest pricing. The TTCA arrangement can be cancelled upon your request in writing or email to the addresses in the footer.

13.5.2. By completing and returning the Title Transfer Collateral Arrangement, you are providing us with written acknowledgement that you understand the information above and that you consent to your monies not being conferred the protections of the Applicable Law.

13.6. Withdrawal instructions to our banks will be placed the same business day if instructions are received before 2pm, Monday to Friday. However, the time period before it appears as cleared funds in your bank account is not within our control. If the money is staying with us but you have chosen a greater level of protection, then this will mean that the trading charges that you incur in future on the account will then go up. We will transfer the balance of the funds due to you or your newly designated trading account after consideration has made provision for your present and future obligations to us. In determining the amount of collateral and the amount of our obligations to you, we may apply such methodology (including judgements as to the future movement of markets and values), as we consider appropriate, consistent with the FCA Regulations at the time. In an effort to combat Money Laundering we do not normally accommodate a withdrawal instruction within 21 calendar days of deposit.

14. Charged assets - If you request us to hold physical securities (not money) on your behalf.

14.1. Your securities and any other Assets shall at all times be held by us subject to a general lien and right of set off against your Obligations whether or not we have provided credit, loans, or other financial facilities to you in connection with such assets and irrespective of the number of accounts which you may have with us.

14.2. As security for the performance of all your Obligations you hereby charge to us by way of first fixed security interest with full title guarantee and as a continuing security: 14.2.1. All your rights, title, and interest in respect of the securities, investments, cash, and any other Assets from time to time credited to your Account.

14.2.2. All securities or other investments which, or the certificates or documents of title to which, are for the time being deposited with or held by us or an associate of ours.

14.2.3. All your rights under this Agreement including, without limitation, all your rights to delivery of cash, securities, or other investments.

14.2.4. All sums of money held by us or any associate for you, the benefit of all accounts in which any such money may from time to time be held and all your right, title and interest under any trust relating to such money or to such accounts as aforesaid,

14.3. All and any property and other rights in respect of or derived from the assets referred to in sub- paragraphs14.2.1 to14.2.4 above including, without limitation, any rights against any custodian, banker, or other person; (the assets referred to in 14.2.1 to 14.2.4 together the ‘Charged Assets’).

14.4. We shall hold all Charged Assets for the purpose of satisfying all and any of your Obligations under this Agreement and may without prior notice to you free of any interest of yours therein:

14.4.1. Deposit, charge or pledge Charged Assets with or to the order of any exchange, market operator, clearing house, intermediate broker or other third party and on terms that such third party may enforce such deposit, charge or pledge in satisfaction of all or any Obligations, and all or any obligations of ours or of any other Client of ours, to such third party which may include the creation of a security interest over Charged Assets ranking prior to any security interest in Charged Assets from time to time granted by you to us; and

14.4.2. Register, sell, realise, charge, or borrow against the same upon such terms (including as to the consideration received therefore) as we may in our absolute discretion think fit (without being responsible for any loss or diminution in price) and apply the proceeds in or towards satisfying any such Obligations.

14.5. Until you have paid or discharged in full all your Obligations, we shall be entitled to retain all your Charged Assets and you may not (without our prior consent) withdraw or substitute any Charged Assets. We may in our absolute discretion make payments or deliveries to you from Charged Assets, or otherwise exercise our rights of set-off, combination and / or consolidation.

14.6. A certificate in writing by our officer or agent that any power of sale or other disposal has arisen and is exercisable shall be conclusive evidence of the fact in favour of a purchaser of the whole or any part of the Charged Assets.

14.7. You agree you shall (at your cost) from time to time on request execute documents and take such other acts and steps as we may require to perfect or preserve the Security and to create new or further security interests over the same, to facilitate the enforcement of any such security.

14.8. You hereby irrevocably appoint by way of security, us, and any person from time to time nominated by us, as your attorney with full power of substitution for you and in your name and on your behalf and as your act and deed to execute documents and take such other acts and steps as may be required to facilitate the enforcement of the Security.

14.9. The Security is continuing and will extend to the ultimate balance of all the Obligations, regardless of any intermediate payment or discharge in whole or in part. The Security is additional to any other security, guarantee or indemnity now or subsequently held by us in respect of the Obligations and the Security is not in any way prejudiced by any other such security, guarantee or indemnity and shall remain in full force and effect until discharged by us.

14.10. If we reasonably determine that any payment received or recovered by us may be avoided or invalidated after the Obligations have been discharged in full this Agreement (and the Security) will remain in full force and effect and we will not be obliged to release Charged Assets until the expiry of such period as we shall reasonably determine.

14.11. No payment which may be avoided or adjusted under any law, including any enactment relating to bankruptcy or insolvency, and no release, settlement or discharge given or made by us on the faith of any such assurance, security, or payment, shall prejudice or affect our right to recover the Obligations from you or to enforce the Security to the full extent of the Obligations.

14.12. You will not create or have outstanding any mortgage, pledge, lien, hypothecation, security interest or other charge or encumbrance, or any other agreement or arrangement having the same economic effect, over or in respect of the present or future Charged Assets other than the Security or any other security contemplated under this clause 14.

15. Custody – if you request us to hold physical securities (not money) on your behalf.

15.1. We will provide you with a safe custody service in relation to any securities in accordance with the MFSA Rules (which securities will for the avoidance of doubt also be subject to the Security). This safe custody service will not apply to securities credited to your Account where full legal and beneficial ownership has passed to us and we owe you only a contractual right to the return of equivalent securities in accordance with clause 15.14, including but not limited to, any assets disposed of by us in whole or part under clause 14.3.

15.2. The following provisions of this clause 15 will apply to securities held by us in safe custody.

15.3. All securities purchased through us will be registered (except for bearer stocks) in the name of our nominee or the name of another custodian appointed by us unless otherwise required by you and indicated on the Client Application Form. We will account to you for all dividends, interest payments and other rights accruing to you. Bearer or other non-registered securities may not always be held by us directly but may be held by one or more third parties (including clearing systems; custodians and overseas agents) directly or indirectly and may be held for its or their account.

15.4. You should note that nominee account holders may not receive certain entitlements, such as annual report and accounts, nor attend annual (or other) meetings and vote at such meetings.

15.5. Overseas securities may be registered or recorded in the name of a custodian or in our name (subject to your prior written consent) in one or more jurisdictions outside the United Kingdom where we determine that, due to legal requirements or the nature of market practice in the jurisdictions concerned, it is in your best interests, or it is not feasible to do otherwise. As a consequence of this your securities may not be segregated from securities belonging to us and therefore your protection may be less should a default occur on the part of the person in whose name the investments are registered or recorded. Securities belonging to you which are held overseas may be subject to different settlement, legal and regulatory requirements from those which apply within Malta.

15.6. We are responsible for the acts of our nominee to the same extent as for our own acts. We accept no liability for the default of any other nominees, custodians or third parties.

15.7. Securities purchased through us may only be registered in the name of some other person whom you specify with our prior written consent. Where we consent to such an arrangement the consequences of such registration carried out in accordance with your instructions are entirely at your risk.

15.8. Securities registered or recorded in the name of a nominee may be pooled with those of one or more of our other Clients. Accordingly, your individual entitlements may not be identifiable by separate certificates, physical documents or entries on the register or equivalent electronic records. If there is an irreconcilable shortfall following any default or failure by the custodian responsible for pooled investments, you may not receive your full entitlement and may share in that shortfall pro-rata to your original share of the assets in the pool. When corporate events (such as partial redemptions) affect some but not all of the securities held in a pooled account we will allocate the securities so affected to particular Clients in such fair and equitable manner as we consider appropriate (which may without limitation involve pro rata allocation or an impartial lottery).

15.9. We will provide you with information relating to your securities held by us by sending periodic statements no less often than every 6 months. Assets will be valued in accordance with general market practice or, subject to our prior agreement, in accordance with your instructions.

15.10. We will collect any dividends, interest, payments, or other entitlements to which you may be entitled in respect of safe custody securities and of which we are notified and will remit to you such dividends or interest as soon as possible after deduction of any taxes and duties payable or credit them to your account.

15.11. Provided it is practical and expedient, we will endeavour to obtain your instructions for exercising or dealing with any of the following matters in relation to your securities of which we receive notice:

15.11.1. Conversion or subscription rights.

15.11.2. Takeovers or other offers or capital reorganizations; and

15.11.3. Voting rights.

15.12. The consequences of a failure on your part to provide instructions to us by any required time once notification of an event mentioned in clause 15.11 has been sent to you are your sole responsibility. If we are unable to obtain your instructions, we will be under no obligation to take any action but may, in good faith and at our discretion and without any liability therefor, use our judgment and act as we think fit in relation to any rights and / or privileges attaching to any investments held on your behalf.

15.13. Where we appoint a custodian for holding your investments it may be an associate.

15.14. Where you have a right to the return of any securities or other assets credited to your Account (whether or not they are subject to safe custody under the other provisions of this clause 15) we shall not be obliged to return the original securities or other assets delivered to us but merely to redeliver securities or other assets of the same type and nominal value and in case of securities of the same issuer.

15.15. Where positions in your Portfolio are held under nominee with a third party, we shall inform you of this fact and shall adequately warn you of any potential resulting risks.

16. Risks associated with the service.

16.1. All investment is subject to risk and the degree of risk is a matter of judgement and cannot be accurately pre-determined.

16.2. Risk is determined by the ability for the investment vehicle to return the original capital at a time determined by the investor.

16.3. Trading in derivatives is generally regarded as involving a high degree of risk when compared with other common forms of investment such as recognised collective investment schemes and debt and equity securities.

16.4. We give no warranty, representation or promise as to the performance or profitability of your Account with us or your investments or any part thereof.

16.5. The value of investments and the income derived from them can fall as well as rise and is not guaranteed.

16.6. Risk of Loss and Margin Calls- Trading can result in the loss of some or all of your funds deposited. Unless you are a retail Client, it is possible that you may lose more than your original amount invested (such excess loss, the “Shortfall”) and you will be required to repay the shortfall immediately to Alchemy. The Shortfall could be a substantial amount relative to the size of your initial deposit or the equity in your account, and it could even be multiples of any such amounts.

16.7. Trading on margin (spread betting, CFDs and FX) carries a high level of risk and may not be suitable for all investors. The high degree of leverage can work against you as well as for you. Before deciding to trade your live account, you should carefully consider your investment objectives, level of experience and risk appetite. You could lose more than your initial investment and should not trade with funds you cannot afford to lose. You should be aware of all the risks associated with foreign exchange trading and seek advice from an independent financial adviser if you have any doubts.

16.8. Margin calls & Margin Cuts - If you maintain trade positions in your trading account which exceed your Margin Limit due to adverse movements in your trading positions, you will be required to deposit additional funds immediately into your Account. If you do not do this, as soon as you hit 50% Exposure (as calculated by the Electronic Trading System), some or all of the positions will be closed, at Alchemy’s discretion, in order to bring your trade exposures within the Margin Limit.

16.9. Appropriateness Considerations - Prior to offering you a Trading Account, we carry out an assessment to determine if trading with us is appropriate for your particular circumstances. We determine this by asking you questions regarding your trading history, financial knowledge and experience, and financial resources. Despite this process, you may still lose money by trading with us, and you should not regard this appropriateness assessment as a substitute for a disciplined and considered approach to your trading, and you taking a personal responsibility for your education and appropriate risk-management which may permit you to be successful as a trader.

16.10. Effect of Leverage - Spread betting and trading foreign exchange and contracts for difference involves the use of “leverage” or “gearing.”

16.11. This means that you can, with use of a small deposit, known as the “margin”, place a trade controlling a substantially higher notional value, up to 30 times the size of the margin used for an individual trade for a Retail Client, whereas there are no such restrictions imposed by regulations for Professional or Eligible Counterparty Clients. When market prices move, “leverage” has the effect of the change in the value of the trade being magnified or accelerated, relative to other forms of investment activities with which you may be familiar (e.g., when you buy shares or units in funds/ collective investment schemes). As such, small changes in the value of the underlying instruments you are trading may have a large negative impact on the value of your trading account. You may also understand this concept in theory, but there is no substitute for actually seeing how leverage works in practice to see if you are comfortable with this form of trading, which is one of the reasons why we offer a demo account.

16.12. Market Risks - All markets can be subject to considerable movements caused by many different factors. By way of example only, some currencies may experience significant declines against some other currencies and devaluation of any such currencies may occur subsequent to your investment in these currencies. These may include, but not limited to unexpected interest rate decisions, political or budgetary statements by competent authorities and/or governments. Consequently, prudent traders set stop losses when placing trades to limit their potential losses, but it is important to understand that stop losses are not guaranteed risk-management tools and will not work in certain situations, including, but not limited to, the following:

16.12.1. Gapping - The price of an underlying instrument may move by a large amount and there may be no liquidity providers quoting prices at all within a given range around the applicable underlying instrument’s spot price (just prior to the market movement) in which case your stop loss will not be filled at the requested level. If this happens, the stop loss will only be honoured on the first available closest quoted price in the market.

16.12.2. Insufficient liquidity - A stop loss may not be honoured if no market quote exists in the desired amount for a requested stop loss transaction size. An example of this occurs when trying to risk manage a large position for a less liquid currency pair or if a single stock CFD transaction is large relative to the average daily volume of a given underlying stock. As stated above, your stop loss will not be filled at the requested level. If this happens, the stop loss will be honoured on the first available quoted price in the market.

16.13. Execution and Liquidity Risks - It is possible for your market order to be rejected. This could occur for the following reasons including, without limitation, system latency (the speed of trade execution), volatile market conditions/insufficient liquidity; incorrect order placing by you; slippage in excess of your prescribed limits or other forces outside of Alchemy’s control (see Force Majeure). Limit orders may be affected by liquidity conditions relative to the size of your order and those other orders placed at a given price which may result of them not being filled. Stop orders may be gapped and filled at the first available market price, thereby reducing their effectiveness from time to time.

16.14. Credit and Systemic Risks – In order to execute transactions on your behalf, Alchemy transacts with third party banking institutions when we have a requirement to hold client money and we may also deposit client margin with our liquidity counterparties, which may also be a regulated banking institution. The insolvency of any of these third-party entities may cause the insolvency of Alchemy and may delay the return of client moneys to you. Note however that Alchemy attaches the greatest importance to client money protection and has taken steps to protect client funds. In general, certain eligible claimants may be entitled to some compensation from the Financial Services Compensation Scheme in the event of a client money shortfall due to Alchemy’s insolvency or winding up. Alchemy is also required to hold a statutory amount of regulatory capital as a financial buffer to mitigate the adverse financial effects of its insolvency and/or winding up on its clients.

16.15. Risk Management Changes – Alchemy may be required at any time and without notice to amend the terms on which certain instruments may be traded or traded at all to protect the firm against overconcentration of risk. For example, initial or variation margin may be increased, certain underlying instruments may become prohibited, or your account’s Margin Limit may be increased. When this happens, clients will be notified by email and this may result in you being required to close some or all of your open positions, possibly at a loss.

16.16. Regulatory Risk - Competent authorities may prohibit certain transactions outright or otherwise bans on specific trade positions, including, without limitation, bans on short-selling of financial stocks, government bonds and CFDs. Those same regulatory bodies may also exercise their statutory discretion to compel the firm to cease trading which will result in your positions being closed or alternatively, you and/or the firm may be prevented from closing or risk managing your positions, or the firm may even be prevented from notifying you that such events have taken place for a given period of time. You are likely to suffer loss in any of these situations.

16.17. Competent authorities may also impose increasingly onerous compliance and reporting obligations, licensing fee, regulatory capital or other operational requirements on the firm which may, in severe circumstances, result in the firm ceasing to trade. Alchemy takes a prudent approach to its liquidity and capital requirements to mitigate this risk.

16.18. As per 23.2 you may be able to seek recourse from the Financial Services Compensation Scheme

16.19. Risk and Force Majeure - If, despite provisions put in place for such instances, our own technology or that of our liquidity counterparty or any third-party infrastructure on which our operations depend, including, without limitation, our data centre servers or commercial broadband as well as back-up providers or systems for essential infrastructure, suffer a fault for any reason or an attack, you may suffer loss as a result. The firm will in each circumstance assess the reason for the losses incurred and if the circumstance could reasonably have been expected to be avoided, then where possible and at its sole discretion, it will compensate the affected Clients.

16.20. If an extraordinary event outside the control the Firm occurs, known as an Act of God or Force Majeure event, which includes, without limitation, war, strike, riot, crime, hurricane, flooding, earthquake, volcanic eruption, which prevents the firm from fulfilling its contractual obligations to you (each, a “Force Majeure Event”), your positions may be closed or may be unable to be managed for a period of time. You may suffer loss as a result of a Force Majeure Event occurring.

16.21. You should ensure you fully understand the risks involved before using our services and take appropriate investment, financial, legal, tax and other necessary professional, independent advice.

16.22. More information on the risks associated with trading on the Trading Platform is set out in our Risk Warning Disclosures. You should read this document and fully understand the risks before entering into this Agreement.

17. Conflicts of interest and disclosures

17.1. In relation to any transaction, we execute or arrange with or for you, we may have an interest, relationship, arrangement, or duty which is material, or which gives or may give rise to a conflict of interest with your interest(s) in relation to the investment or transaction concerned or investments or assets underlying, derived from or otherwise directly or indirectly related to such investments (a ‘material interest’). We will take reasonable steps to ensure fair treatment for you in relation to any such transactions.

17.2. A material interest may include but is not limited to:

17.2.1. Us dealing as principal for our or its own account by selling the investment concerned to you or buying it from you, or otherwise having a holding or dealing position in the investment concerned or an associated investment.

17.2.2. Providing services similar to the Services provided to you to other clients.

17.2.3. Any of our employees being a director of, holding or dealing in investments of or otherwise being interested in any company whose investments are held or dealt in on your behalf.

17.2.4. Being in receipt of instructions from another client to buy or sell the same derivatives contracts, underlying assets, or other investments.

17.2.5. Matching your transaction with that of another Client by acting on his behalf as well as yours where we are acting or seeking to act as agent for (and to receive and retain commission or other charges from) both parties.

17.2.6. Receiving other benefits for giving business to a firm with or through which your order is placed or executed.

17.2.7. Providing or having provided venture capital and to the company whose securities are the subject of the transaction.

17.3. We shall be entitled to provide services to you or enter into a transaction for or with you or retain your investments or act as your agents or provide any other service notwithstanding any such material interest and shall not be under a duty to disclose to you any profit arising therefrom without further reference to you. However, in such cases we may in our absolute discretion decline to carry out a transaction for or with you. In accordance with MFSA regulations, we shall be liable to account to you in general principles in respect of the likely fees, commissions and other charges normally incurred in a typical trade of certain securities.

17.4. We are required under the MFSA rules to take all appropriate steps to identify conflicts of interest between us and people connected to us and our clients, or between one client and another, that arise in the course of providing our investment services. For further information please refer to our Conflict- of-Interest Policy.

17.5. We will not disclose any conflict of interest to you provided we have managed such conflicts in accordance with our Conflicts of Interest Policy. If we cannot manage the conflict sufficiently, we will notify you of the conflict and the steps we have taken to mitigate the risk arising from such conflict so you can decide how to proceed.

17.6. You consent to us dealing with you despite your awareness of these possible conflicts.

17.7. Before publishing research findings, we may have acted upon it or made use of information on which it is based. Recommendations and comment in research publications may be affected by subsequent changes in market conditions, particularly in share prices. Unless expressly acknowledged by us in writing, these publications are not personalised or tailored in any way to your individual circumstances. Any recommendations made will not necessarily be suitable for you and should not be treated as a recommendation to you to engage in a particular strategy or course of action.

18. Commissions, Costs and Charges

18.1. Information on all commissions and other fees payable to Us shall be provided to you in a durable medium. Where the amount cannot be ascertained, the method of calculating that amount will be clearly disclosed prior to providing the service.

18.2. You will be provided, in accordance with the Rules, with (i) information on all costs and associated charges, including charges related to investment and ancillary services, and the costs of financial instruments, (ii) the method of payment, and (iii) details of third party-payments. As far as possible, all costs and charges will be aggregated in order for you to be in a position to understand the overall cost and the cumulative effect on the return of the investment. Information about costs and charges as aforesaid will be provided to you, as applicable, at least on annual basis, post-sale and in a separate document.

18.3. Alchemy is compensated for its services through a spread, mark-up, or mark-down charged on: (i) its dealing rates to Counterparty/Client (both contract entry and termination); (ii) currency conversion; and (iii) rolling a contract. Alchemy and Counterparty/Client may also agree that Alchemy will be paid a commission as compensation for its services in lieu of or concurrently with the spread charged on its dealing rates. Alchemy will likely pass on any charges for incidental banking-related fees such as wire charges for deposits/withdrawals and returned cheque fees and inactivity fees. Counterparty/Client will pay all special service charges as Alchemy may from time-to-time charge to the Trading Account, and all other charges (including, without limitation, cross-currency overnight interest debits, mark-ups and mark-downs, statement charges, inactive account charges, Order cancellation charges, account transfer charges and other charges) and fees (including, without limitation, fees imposed by any bank) arising hereunder. All such charges payable to Alchemy by Counterparty/Client will be paid by Counterparty/Client as they are incurred, or as Alchemy in its sole and absolute discretion may determine, and Counterparty/Client hereby expressly authorises Alchemy to withdraw the amount of any such charges, and, if applicable, commissions, directly from the Trading Account. In the event that the deposits and/or credit balances in the Trading Account are insufficient to cover such charges, the unpaid balance of such charges will automatically become a debit balance in the Trading Account, to the extent of such non-coverage.

18.4. Alchemy shall, in so far as practicable, notify you of any proposed changes in commissions and other fees in good time.

18.5. Alchemy shall not be required to give you prior notice of the imposition of, or variation in, any duty, VAT or other tax arising in respect of the service provided.

18.6. You shall indemnify Alchemy in respect of any stamp duty or other taxes, which may be payable now or in the future, in connection with any aspect of any transaction undertaken for and on your behalf.

18.7. In the event that you deposit funds without engaging in any trading activity and subsequently submit a withdrawal request for those funds, an administrative fee of 10% of the withdrawal amount shall be applied to cover the administrative costs associated with processing both the deposit and the withdrawal and will be deducted from the withdrawal amount prior to the transfer of funds back to you.

18.8. You will be responsible for the payment of any commissions, transfer fees, registration fees, taxes, duties and other fiscal liabilities and all other liabilities and costs properly payable or incurred by us under this Agreement.

18.9. You will pay our charges, details of which were set out during the account opening process and may be amended from time to time. Charges will be recorded and indicated on confirmations and monthly statements. Any charges paid by you may be shared with one or more third parties. The specific details of any such arrangement applicable to your trading account are available on written/emailed request.

19. Liability and indemnity

19.1. We shall not be liable for any breach of obligation or default of any counterparty, intermediate broker, bank, custodian, and sub- custodian, market or market operator, exchange, clearing house, depositary or other third party with whom you do business.

19.2. We will not be liable for loss suffered by you in connection with the Services unless such loss directly arises from our negligence, wilful default, or fraud.

19.3. You will pay us on demand all commissions and other charges due to us, premiums on any option purchased on your instructions, such sums as we may at any time require in or towards satisfaction of any debit balance on your Account or any account comprised therein, and the amount of any trading loss that may result from any transaction hereunder, interest and service charges due to us on the Account and our reasonable costs and legal fees incurred in collecting any such amounts. All payments shall be made in same day (or immediately available) and freely transferable funds in such currency and to such bank as we may from time to time specify.

19.4. You undertake to keep us, and our employees fully and effectively indemnified against all costs, charges, liabilities, and expenses whatsoever incurred by us and them pursuant to or in connection with the Services unless due to our or their negligence, wilful default, or fraud.

20. Client warranties

20.1. You hereby represent and warrant (which representations and warranties shall be deemed to be repeated by you on each date on which a transaction is entered into under this Agreement) that:

20.2. You have full power and authority to execute and deliver this Agreement, each transaction and any other documentation relating thereto, and to perform your obligations under this Agreement and each transaction and have taken all necessary action to authorise such execution, delivery, and performance.

20.3. Any such execution, delivery and performance will not violate or conflict with any law applicable to you, any provision of any constitutional documents or any charge, trust deed, contract or other instrument or any contractual restrictions applicable to, binding on or affecting you or any of your assets or oblige you to create any lien, security interest or encumbrance.

20.4. All governmental, regulatory, and other consents that are required to have been obtained by you in relation to this Agreement have been so obtained and are in full force and effect and all conditions of any such consents have been complied with.

20.5. Your obligations under this Agreement constitute your legal, valid, and binding obligations, enforceable in accordance with their respective terms.

20.6. You will comply with all laws, rules, regulations and disclosure requirements of any relevant jurisdiction, exchange, market, or regulatory authority which apply in respect of us, you, or your investments from time to time.

20.7. You will promptly give (or procure to be given) to us such information and assistance as we may reasonably require enabling us to assist or achieve compliance with any of the obligations mentioned in 19.4 in relation to your Account or the Services.

20.8. Where we provide you with an execution-only service you have the capacity to evaluate and understand the terms, condition, and risks of each transaction (whether or not recommended by us) entered into hereunder and you are willing and able to accept those terms and conditions and to assume (financially and otherwise) those risks.

20.9. You are acting as principal in entering into this Agreement and each transaction hereunder.

20.10. Where an Event of Default occurs, you will give us notice as soon as you become aware of such occurrence; and

20.11. You will not pay to or provide us with any Assets which are subject to any security or lien other than the Security and liens created in our favour or otherwise contemplated under clause 14 and will not charge, assign, or otherwise dispose of or create any interest in any of your rights or interest in any transaction or in any sum or other payment or assets held by us on your behalf.

21. Delegation and use of agents

21.1. Without prejudice to the powers and terms of delegation specified in clauses 8.5 (intermediate brokers) and 15 (custodians) we may delegate any of our functions in respect of the Services to an associate of ours and provide information about you and the Services to any such associate on such terms as we may determine without your further consent but our liability to you for all matters so delegated shall not be affected thereby. We will act in good faith and with due diligence in our choice and use of such agents.

22. Assignment and third-party rights

22.1. This Agreement is personal to you and shall not be capable of assignment by you or of being transferred by you. We may, on giving two months’ notice to you, and subject to a non-disclosure agreement, appoint any appropriate associate to provide the Services in our place and shall then transfer to such appointee all of our rights and obligations under this Agreement.

22.2. A person who is not a party to this Agreement may not enforce any of its terms. This does not affect any right or remedy of a third party which exists or is available other than under such Act.

23. Complaints and compensation

23.1. All formal complaints should in the first instance be made in writing to Us for the attention of the Compliance Officer, at our stated address or to [email protected] Complaints will be dealt with in accordance with the processes and timescales set out in the MFSA Rules and outlined in our Complaints Handling Procedure.

23.2. If you are an Eligible Complainant, you may be able to refer your complaint to the Arbiter of Financial Services which is an independent dispute resolution service. The Office of the Arbiter for Financial Services can be contacted at: The Arbiter for Financial Services, First Floor, St. Calcedonius Square, Floriana FRN 1530, Malta. Additional information about the Office of the Arbiter for Financial Services can be found at www.financialarbiter.org.mt.

23.3. We are covered by the Investor Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. The amount of compensation depends on the type of business and the circumstances of the claim. Further information may be obtained from www.compensationschemes.org.mt. Professional clients are generally not entitled to claim for compensation form the Investor Compensation Scheme in terms of the Investor Compensation Scheme Regulations (Subsidiary Legislation 370.09, Laws of Malta).

24. Notices, instructions, and other communications

24.1. Without prejudice to the provisions of clauses 6 and 7 relating to the giving of dealing and similar instructions, any notification given to us under this Agreement shall be in writing and sent to our stated address or such other address as may be notified by us to you and such notice to us shall take effect upon its actual receipt by us.

24.2. All written communications by us to you under this Agreement may be sent to the last postal/email address notified to us by you.

24.3. We will record telephone conversations with you without the use of a warning notification and may use the recordings as evidence in the event of a dispute.

25. Amendments

25.1. Any amendment to this Agreement shall be posted to the website and shall take effect immediately unless a future date has been specified. Any amendment proposed by you shall take effect when accepted in writing by us.

26. Termination

26.1. Either party may terminate this Agreement at any time by giving 30 calendar days written notice to the other.

26.2. Termination of the agreement can only take effect immediately where a breach of this agreement has been caused or perpetrated by the other party.

26.3. Termination of this Agreement pursuant to clause 26.1 shall be:

26.3.1. Without prejudice to the completion of any transaction or transactions already initiated and any transaction or all transactions outstanding at the time of termination will be settled and delivery made.

26.3.2. Without prejudice to and shall not affect any accrued rights, or outstanding Obligations or any contractual provision intended to survive termination (including without limitation rights existing in our favour on an Event of Default, the Security, and any indemnity in our favour); and

26.3.3. Without penalty or other additional payment save that you will pay:

26.3.3.1. Our outstanding fees and charges pro-rated where appropriate to the date of termination.

26.3.3.2. Any expenses incurred by us in the provision of the Services or under this Agreement payable by you.

26.3.3.3. Any additional expenses incurred by us in terminating this Agreement.

26.3.3.4. Any losses necessarily realised in settling or concluding outstanding obligations; and

26.3.3.5. Any other outstanding Obligations.

27. Inactive Accounts

27.1. Alchemy reserves the right to charge a monthly inactivity or maintenance fee of EUR 30.00 (converted to your Account base currency where applicable) on trading accounts that meet the inactivity criteria outlined below, regardless of the type of client account or financial instrument on the account, in return for maintaining the continued availability of the trading account.

27.2. You agree and allow the Company to deduct such inactivity fees from any funds held by it on your behalf.

27.3. An Account shall be considered inactive where any of the following applies for a consecutive period of three months. • No deposits, no withdrawals, or no trades were performed by you. • No login activity into the account. • Accounts that have not completed full KYC verification. • Accounts temporarily suspended for regulatory or internal reasons but not subsequently reactivated. Notwithstanding the above, Alchemy may also, at is sole discretion, consider an Account to be inactive immediately where: • It is tied up in unresolved legal or compliance matters. • You do not respond to a mandatory request from Alchemy.

27.4. We will notify you via email or through the online client portal at least 10 days prior to the application of any inactivity fees.

27.5. Alchemy reserves the right to adjust the inactivity fees and its terms at any time. We will notify you of any changes to the inactivity fee structure via email or through the online client portal.

27.6. Alchemy reserves the right to initiate the immediate closure of your Account. Where: • Your Account reaches a zero balance or would go into negative balance due to the charging of the inactivity fees, or • Your Account remains inactive for a further period of nine months after the first inactivity fee has been applied.

27.6.1. Alchemy will notify you in writing of any account closure. An email to the email address provided at the time of application will suffice for this purpose.

27.6.2. Should there be a residual balance on the closed account of EUR 30.00 or less, or any local currency equivalent, Alchemy reserves the right to use these funds to meet any banking costs incurred during the closure of the account.

27.6.3. Should there be a residual balance on the closed account greater than EUR 30.00, or any local currency equivalent, Alchemy will only transfer such funds back to the latest advised and verified suitably appropriate bank account on your records, advised to Alchemy during the normal operation of the account. With regard to Clause 26.3.3 above, Alchemy reserves the right to deduct banking charges incurred as is normal practice for transactions from any residual balance greater than EUR 30.00, or any local currency equivalent, on the closed account.

27.6.4. Notwithstanding the provisions set forth in Clause 26, the terms outlined in this section 27.6 shall prevail.

27.6.5. We do not accept any liability for you failing to keep us updated with your account details. 27.7. You acknowledge and agree that Alchemy will not be held liable for any inactivity fees charged in accordance with these Terms and Conditions.

28. Confidentiality

28.1. We shall be under no duty to disclose to you or in making any decision or taking any action in connection with the provision of the Services to take into account any information or other matters which come to our notice or the notice of any of our employees, officers, directors, agents or associates: (a) Where this would, or we reasonably believe that it would be a breach of any duty of fidelity or confidence to any other person; or (b) Which comes to the notice of an employee, officer director, agent, or associate of ours, but does not come to the actual notice of the account executive or other individual providing you with the Service in question.

28.2. The parties to this Agreement will at all times keep confidential any information of a confidential nature acquired in connection with this Agreement or the Services, except for information which they are bound to disclose under compulsion of law or by request of regulatory agencies or to their professional advisers or in our case in the proper performance of the Services.

28.3. We will act as data controller (and in certain circumstances, data processor) within the meaning of the Data Protection Act (Chapter 586 of the Laws of Malta) (the ‘Data Protection Act’). You hereby consent to the processing and use by us and our agents and associates of personal data (as defined in the Data Protection Act) given by you under this Agreement for the provision of the Services, which may include the transfer of such data out of Malta or recognised equivalent authorities (as defined in the Data Protection Act) but if this is to happen then we will seek your permission beforehand. Such data may also be used by us and our agents and associates to update Client records and to advise you of updates to products that you have previously accessed. We will not contact you about other products and services unless you have indicated at the end of this agreement.

29. Force majeure

29.1. Whilst we will endeavour to comply with our obligations in a timely manner, we will incur no liability whatsoever for any partial or non- performance of our obligations by reason of any cause beyond our reasonable control including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result thereof.

30. Joint accounts

30.1. This section applies only where you consist of more than one person such as joint account holders, trustees, or personal representatives.

30.2. You shall be jointly and severally liable for the obligations of all and any of you under this Agreement or in any other dealings between you and us.

30.3. Unless and until we receive written notice signed by all of you withdrawing or varying the same, so as to limit such authority to a specific named individual: (a) Each joint holder will have authority on behalf of all the joint holders to deal with us as fully and completely as if it were the sole owner of the account without any notice to the other joint holders. (b) Any of the joint holders may give us an effective and final discharge in respect of any of their obligations; and (c) Any notice or communication given to one joint holder shall be deemed to be given to all.

30.4. On the death of any of you, our Agreement will not terminate but remain binding on the other person(s) constituting our client and we may treat such survivor(s) as the only person’s party to this Agreement with us.

30.5. Where you are trustees of a trust or personal representative of an estate, you undertake to give us notice forthwith of any change in trustees or personal representatives.

30.6. Where you are trustees of a trust, you undertake to supply us with copies of any documents now existing (or hereafter executed) limiting, extending, or varying the powers of the trustees or amending the objects of the trust and any other documents or information we may reasonably require in connection therewith.

30.7. Notwithstanding the foregoing we reserve the right at our sole discretion: (a) To require joint instructions from some or all of the joint holders before taking any action under this Agreement; and (b) If we receive instructions from a joint holder which in our opinion conflict or are inconsistent with other instructions, advise one or more joint holders of such conflict or inconsistency and / or take no action on any such instructions until we receive further instructions satisfactory to us.

31. Miscellaneous

31.1. Our appointment under this Agreement is given by you on behalf of your successors in title as well as yourself. Accordingly, if you are an individual and should die and are not one of a number of joint holders as contemplated in the previous clause, this Agreement will continue in effect until terminated by us or your personal representatives in accordance with previous sections of this agreement. We may (but prior to any grant of representation are not bound to) act on the instructions of your personal representatives. This Agreement supersedes any previous agreement between the parties relating to the subject matter of this Agreement.

31.2. Each of the parties shall execute all deeds or documents (including any power of attorney) and do all such other things that may be required from time to time for the purpose of giving effect to this Agreement and the transactions contemplated hereby.

31.3. Each of the parties acknowledges and agrees that in entering into this Agreement, and the documents referred to in it, it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether party to this Agreement or not) other than as expressly set out in this Agreement.

31.4. Nothing in this Agreement (or any of the arrangements contemplated hereby) shall be deemed to create a partnership between the parties.

31.5. Each of the parties shall pay the costs and expenses incurred by it in connection with negotiating and entering into this Agreement.

31.6. No failure to exercise or delay in exercising any right or remedy under this Agreement shall constitute a waiver thereof and no single or partial exercise of any right or remedy under this Agreement shall preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.

31.7. You agree to pay any amount payable in respect of any transaction executed with or through us on the due date regardless of any right of equity, set-off or counterclaim which you may have or allege against any of us or any associate of ours or other person connected with us.

31.8. If any term or provision in this Agreement shall in whole or in part be held to any extent to be illegal or unenforceable under any enactment or rule of law that term or provision or part shall to that extent be deemed not to form part of this Agreement and the enforceability of the remainder of this Agreement shall not be affected thereby.

31.9. This Agreement shall be governed by and construed in accordance with Maltese law and the parties irrevocably submit to the non-exclusive jurisdiction of the Maltese courts.

31.10. All communications and any agreement between you and us under this Agreement, information, notices, requests, and documents published on our website will be in the English language.

31.11. By providing us with your email address, you consent and agree to all information, notices, and requests we are required to provide you will be provided to you electronically by email.