Terms & Conditions

General Terms

Effective from: 1 January 2009

1 Introduction

1.1 VDM Global Markets Ltd is a financial spread betting/CFD company which is authorised and regulated by the Financial Services Authority (“FSA”).  The terms and conditions agreement does not affect VDM Global Markets obligations to you under the Financial and Markets Act 2000 or the rules of the FSA which will take precedence in the event of any conflict between them and these terms and conditions.

These terms are made between the Client (you) and VDM Global Markets, and apply to all bets/trades transacted by you over the telephone with an authorised dealer at VDM Global Markets or via the internet over the Trading Platform of VDM Global Markets (including any bets/trades placed by an Authorised Third Party or any person giving the Client’s name, account number and/or Password).

We do not provide investment advice and none of the information provided on our website in any promotional literature should be construed as investment advice.  Any comments or statements made by employees of VDM Global Markets are not, in any way, a recommendation to enter into, or close out, a bet/trade/trade.

1.2 The contract between us (i.e. the Terms) consists of the following: -

• our General Terms. With some exceptions, the General Terms apply to all types of Margined Trading. If a clause of the General Terms does not apply to a particular type of Margined Trading, we have clearly indicated this below. In addition, the following may apply depending on the type of Margined Trading you carry on: -
• for spread betting our Spread Betting Terms and Product Information Sheets relating to spread betting apply;
• for CFD trading, our CFD Terms and Product Information Sheets relating to CFDs apply;
• for spread betting and CFD and FX trading, the Margining Terms apply.

The above documents are available on the Website; copies can also be obtained by contacting Customer Services.

1.3 Please note: -

• you should read the Terms carefully, to make sure they contain everything you wish to form part of the Terms and do not contain anything you do not agree to. So, for example, if you have relied on anything we or our agents or other representatives have said, you need to tell us;
• you should read our Risk Warning Notice and Trade and Order Execution Policy;
• by completing and signing the application form or by ticking the relevant, “I agree”, box online you are stating that you agree to said Terms and Conditions;
• if you are an elective Professional Client you should read the notice we have given to you
  warning you of the protections and investor compensation rights you may lose as a
  consequence of your classification as an elective Professional Client;
• if there is anything you do not understand, or if you require clarification on any matter, please contact Customer Services. Please also bear in mind your right to cancel or terminate the Terms; see clause 29.

In view of the above, if you think something is missing or wrong or should be part of the Terms (but is not included) you need to tell us. However, nothing else will be part of the contract between us unless we have expressly agreed in writing that it forms part of the Terms. Once we have accepted either your paper application form or your online application and we have allocated you an Account number, you will be bound by the Terms.

2 Warnings

2.1 Margined Trading carries a high risk. Please note:-

• wins and losses when spread betting can be many times your original stake.  Depending on your bet/trade, the market you are betting on and the general market conditions prevailing at that time, your losses may be unlimited.  You should only bet/trade if you are prepared to accept this degree of risk and if spread betting matches your investment objectives.  The nature of spread betting makes it a high-risk form of gambling; 
• we strongly recommend that you read the Risk Warning Notice that accompanies these Terms and Conditions and may be found on our website.  Likewise we strongly recommend that if you are unable to understand any part of either these Terms and

Conditions or the Risk Warning Notice, you should contact VDM Global Markets with your questions before agreeing to them;

• your debts in relation to Margin Trades are legally enforceable.

2.2 You must make an independent decision as to whether or not to enter into Margined Trades with VDM Global Markets on our Terms. Please note: -

• VDM Global Markets does not provide advice;
• VDM Global Markets will not advise on the merits or otherwise of your Margined Trades;
• the decision to place a Margined Trade is yours alone. You (and not VDM Global Markets) are responsible for the effect a Margined Trade might have on any Open Positions; Our Trade and Order Execution Policy provides information as to how we construct Our Prices and execute bets, trades and Orders;

2.3 When you engage in Margined Trading you are responsible for all your activity on your Account and you must monitor your Open Positions. The information needed to engage in Margined Trading and to check Open Positions is available from these sources: -

• the Trading Platform;
• the Product Information Sheets;
• the Website;
• Customer Services;
• the information we provide to you, including  contract notes and statements.

You may need to call Customer Services for information about some Markets, as the relevant information is only available from Customer Services. You will also need to call Customer Services if for any reason you do not have access to the other sources (for example you are on holiday).

In the case of spread betting, FX and CFD trading you should also consider using Limit Orders and Stop Orders to help manage your Open Positions. clause 17

2.4 You should not engage in Margined Trading unless you know and understand the features and risks of the Margined Trading you wish to carry on. In particular, it is your responsibility to make sure you understand the following, as relevant to the types of Margined Trading you wish to carry on:-

• all the risks, including how potential losses can accrue;
• all terminology;
• how to open and close a Margined Trade;
• when you have to make payments to VDM Global Markets;
• how profits and losses are calculated;
• how to place an Order;
• how Orders are monitored and executed;
• how Margin is calculated and affects your Account.

2.5 Please note that foreign currency-based Margined Trades are subject to fluctuations in exchange rates, which may have an adverse effect on the value of your Margined Trades.

2.6 VDM Global Markets acts as principal.

2.7 Before we open an Account for you, we will consider whether the type of Margined Trading you wish to carry on is appropriate for you. In doing so, we will rely on you to provide us with the information we request. In addition: -

• if we consider on the basis of the information   received that the type of Margined Trading you   wish to carry on is not appropriate for you, we  will warn you;
  
• you have a responsibility to provide us with complete and accurate information to be able to  make this assessment.

Apart from the above obligations to assess appropriateness, we have no obligation to monitor your Margined Trades or to assess or advise whether your Margined Trades are suitable for you.

2.8 In relation to tax (and subject to the statements below):-

• at the date of publication of the Terms,  Margined Trading is not subject to UK stamp duty;  betting duty applies to spread betting. We will  pay the betting duty on your spread bets unless  we give you at least 30 days notice (clause 28) that we will no longer do so.

However, despite the above: -

• VDM Global Markets is not giving you tax advice. You are responsible for obtaining your own tax advice and for paying all tax that may be payable in respect of your Margined Trades (subject to our obligations as above in relation to betting duty);
• tax treatment will depend on your individual circumstances and the tax jurisdiction that applies to you;
• tax treatment may well change in the future.

2.9 There are some parts of the Terms which contain particular rights of VDM Global Markets or limitations on our liability to you and which we particularly wish to draw to your attention, as follows: -

(Rights applicable to all types of Margined Trades)

• our right to set and vary Our Price; clause 9;
• our right to set and vary Spreads; clause 10;
• our right to reject any offer to enter into a Margin Trade; clauses 14 and 21;
• our right to suspend your Account; clause 20, and our rights following suspension, clause 20;
• our right to close your Account; clauses 20 and 29;
• our right to close or void your Open Positions and/or cancel Orders; clauses 16, 20, 21 and 25;
• our right to change your client categorisation; clauses 5 and 20;
• our right to alter the Terms; clause 27;
• our right to charge interest on overdue amounts; clause 20;
• our right to combine all Accounts you have with us and to set off anything we owe you against anything you owe us; clause 20;
• our rights in the case of Manifest Error to void or amend Margined Trades; clause 21;
• our rights in the case of Events Outside our Control and Market Disruption Events; clause 21;
• our right to alter Margin Parameters; clause 20;
• in the case of CFD trading, our right to vary the method of calculating commission, commission rates and/or the types of CFDs to which commission applies (if applicable); clause 4 of the CFD Terms.
• our right to vary the method of calculating the financing charge, financing rates and/or the types of spread bets, FX or CFD trades to which the financing charge applies; see clause 5 of the Spread Betting Terms and clause 3 of the CFD Terms;
• our rights in the case of a Corporate Action or Insolvency Events (in relation to an Underlying); clause 16.

The above is not an exhaustive list of our rights, nor are all relevant clauses referred to. This list merely serves to highlight some of the most important rights.

3 Definitions

3.1 Words with capital letters have particular meanings. See clause 35. If anything is unclear, please call Customer Services and ask for an explanation.

4 Information Disclosure

4.1 Your attention is drawn to the Risk Warning Notice and Trade and Order Execution Policy.

5 Classification

5.1 VDM Global Markets will classify you as a Retail Client, Professional Client or Eligible Counterparty. The greatest degree of protection is afforded to Retail Clients.

5.2 When your Account is opened we will notify you of your categorisation.

5.3 We can re-classify you and you may request a reclassification. However, in either case we will either need your written consent or we will need to enter into a written agreement with you.

5.4 If you have been categorised as a Professional Client or an Eligible Counterparty you are entitled to request us to re-categorise you as a client that benefits from a higher degree of protection. However, it is your responsibility to ask for this.

5.5 When considering your application, classifying and dealing with you, we rely on information you provide. If there is any material change in that information you must immediately tell us in writing (for example, change of employment, residence, address, contact details, material changes to financial status or bank/credit card details). In particular, if you are a Professional Client you are responsible for keeping VDM Global Markets informed about any change that could affect your current categorisation.

6 Your Account

6.1 Note the following in relation to our Account: -

We may, when opening your Account notify you in writing of the maximum Total Margin Requirement which will be permitted in respect of your Linked Accounts. You will not be permitted to place a Margined Trade if the effect would be to take the Total Margin Requirement in respect of your Linked Accounts over that limit.

The Account (Standard): -

• does not have a Credit Allocation;
• does not have Waived Margin;
• can only be operated if an Automated Stop Loss (ASL) Order is used with each opening Margined Trade placed; clause 17;
• may be subject to a maximum aggregate stake/trade size for Open Positions in any given Market. See the Product Information Sheets;
• VDM Global Markets operates a “Buffer-Zone” policy.  80% of any deposited funds is only ever available as margin against open positions.

Other account types may be available on request.
Please contact Customer Services.

6.2 If we open an Account in your name, and that of someone else, you will both be responsible for that Account (jointly and separately). So, for example, if any amount is payable on your Account we can ask one of you to pay without having to ask the other. Also, we can accept any instructions (including in respect of Margined Trades and Orders) from either of you, without having to first tell the other.

7 Account Numbers and Passwords

7.1 Your Account will have a unique account number and password.

7.2 Keep your Account number and password secret (and separate from each other). See clause 14 – you might have to pay for unauthorised Margined Trades and Orders.

7.3 Do not allow anyone else to operate your Account. If you want someone else to operate your Account you must appoint an Agent in accordance with clause 8.

7.4 You must tell us immediately if you are aware or suspect that someone (other than an Agent - clause 8) has ascertained your Account number and/or password and/or is dealing on your Account.

8 Agency

8.1 If you want to appoint someone else to deal on your Account (an Agent), you (and your proposed Agent) must complete and send to us the relevant documents which can be obtained from Customer Services. The appointment of the Agent is subject to our consent. We can (acting reasonably) refuse consent and we will require information from the proposed Agent (e.g. evidence of identity) just as if the Agent was opening an account with us in his or her own name.

8.2 We do not have to monitor what your Agent does or does not do or the Margined Trades or Orders your Agent places. However, if you have appointed an Agent and we have reasonable concerns that he may not be acting with your authority, we can give you at least 7 days in which to confirm the appointment. If you do not confirm the appointment, we can treat the appointment as terminated and refuse to accept instructions from that Agent. We will give you notice of that.

9 Prices

9.1 We set prices (called Our Prices) in our absolute discretion and any change to Our Prices is effective immediately. However, in the case of spread bets, FX and CFD trades, please refer to the Trade and Order Execution Policy, which explains how we arrive at Our Prices.

9.2 VDM Global Markets normally quotes two prices for each Market. The higher price (for a Market) is called Our Offer Price; the lower price (for the same Market) is called Our Bid Price.

9.3 Our Prices are available from the following sources:-

• Customer Services; and
• for more liquid Markets Our Prices are usually available on the Trading Platform Subject to clause 9,  you can offer to execute a Margined Trade at Our Offer Price or Our Bid Price. All your offers to execute a Margined Trade are subject to acceptance by us; see clause 14. No Margined Trade will have arisen unless we have accepted your offer.

9.5 The following apply in relation to Our Prices: -

• you can only offer to place a Margined Trade at   Our Price;
• you can only offer to place a Margined Trade at   Our Price as long as it is current and valid;
• there may be occasions when we are unable to provide a price for a Market (for example
  because of problems with our internal systems or those of third parties or because of an Event Outside our Control); in this case the Trading Platform will display that Market as “unavailable” and you will not be able to execute a Margined Trade on it via the Trading Platform. You will need to telephone Customer Services to see if a price can be provided;
• if you are told (via the Trading Platform or a VDM Global Markets dealer) that a price is “indication only”, “indicative” or “invalid” you will not be able to execute a Margined Trade on it. You will need to speak to Customer Services to see if a price can be provided;
• you can only offer to execute a Margined Trade at Our Prices given over the telephone during the same telephone conversation in which the price was given to you.

10 Spreads

10.1 The difference between Our Offer Price and Our Bid Price (for the same Market) is the Spread. In the case of spread bets, FX and CFD trades, please refer to the Trade and Order Execution Policy, which explains how we arrive at our Spreads. The Product Information Sheets give indications of typical Spreads on most Markets but for some Markets you may need to call Customer Services. In addition: -  

• for some Markets our Spreads may change frequently, particularly in the case of Margined Trades relating to single shares, as our Spread is related to the price of the share in the Underlying;
• we have the right to vary our Spreads at any time with or without notice.

11 Currency of Margined Trades

11.1 Margined Trades are conducted and settled in the following currencies: -

• spread bets are conducted and settled in your Base Currency unless we agree something
  different with you or the relevant Market requires otherwise;
• FX and CFD trades are also conducted and settled in your Base Currency unless we agree something different with you or the relevant Market requires otherwise;
• the above does not affect the currency in which you are obliged to make payments to us

12 Cross Margining

12.1 The following apply to the calculation of Trading Resource: -

• Trading Resource is calculated as an aggregate figure for all Linked Accounts;
• when we calculate Trading Resource, we convert all relevant currencies into your Base Currency at an exchange rate reasonably selected by us.

13 Minimum and Maximum Stake/Trade Sizes

13.1 There are minimum and maximum stake/trade sizes applicable to each Margined Trade you wish to place: -  

• there is a minimum and maximum stake/trade size for each Margined Trade in each Market;
• some of these limits are specific to spread bets, FX and CFD trades (see clause 13);
• minimum and maximum stake/trade sizes and Margin Parameters (ASL/IMR) (see below) vary depending on the Market concerned;
• minimum and maximum stake/trade sizes may vary depending on trading hours of the Underlying;
• unless we agree no Margined Trade can be placed which exceeds our maximum stake/trade size for the relevant Market;
• unless we agree no Margined Trade can be placed which is less than our minimum stake/
• trade size for the relevant Market (and we may also set different minimums and maximums for telephone and Trading Platform Margined Trading).

13.2   The maximum stake/trade size on your spread bets, FX and CFD trades is: -

• the maximum stake/trade size we have set for the spread bet, FX trade or CFD trade concerned; as referred to in clause 13;
• the maximum strike/trade size available to you based on the available margin in your account.  VDM Global Markets will only allow 80% of funds available for trading at any one time.

13.3 If you have placed a spread bet/trade, FX or CFD trade with the maximum stake/trade size (or more) applicable to you, any adverse Market movement may very quickly result in Margin becoming due.

13.4 Minimum and maximum stake/trade sizes and Margin Parameters (ASL/IMR) are set by VDM Global Markets and can be obtained from the Product Information Sheets and Customer Services (particularly for one-off Markets or if changed since publication of the Product Information Sheets).

13.5 VDM Global Markets can vary minimum and maximum stake/trade sizes (see clause 20). You should make sure you know the current minimum and maximum stake/trade sizes. If you are in any doubt call Customer Services.

13.6 VDM Global Markets has the right to waive any of the limits within minimum and maximum stake/trade sizes.

14  Placing and Acceptance of Margined Trades

14.1 Before you place a Margined Trade, you should ensure you understand all the specifications, rules, terms and conditions that apply to the relevant Market. These are available from some or all of the following sources: -

• the Trading Platform;
• the Product Information Sheets;
• the Website;
• by calling Customer Services.

14.2 You can place Margined Trades by telephone or using the Trading Platform: -

• By Telephone. You telephone us and ask for Our Price on the relevant Market. If we are able to (see below and clause 9) we will quote you Our Price and you decide whether you want to offer to place a Margined Trade at Our Price. If you do offer, you will not have placed a Margined Trade unless we accept your offer;
• using the Trading Platform. You log onto the Trading Platform. If we are able to quote you Our Price (for the relevant Market) it will be displayed on the Trading Platform (see below and clause 9). You decide whether you want to offer to place a Margined Trade at Our Price. By clicking on the relevant icon you can offer to do so. However, you will not have placed a Margined Trade unless we accept your offer.

14.3 The following also apply: -

• you can only offer to place a Margined Trade during VDM Global Markets trading hours for the relevant Market. Inside our trading hours for a Market, that Market will be marked as “open” on the Trading Platform;
• outside our trading hours for a Market, that Market will be marked as “closed” on the Trading Platform and you will not be able to place a Margined Trade on it;
• to place a Margined Trade over the telephone you must give your name, Account number and any security information we may request;
• to place a Margined Trade over the Trading Platform you must use your Account number, password and any security information we may request.

14.4 When we receive your offer to place a Margined Trade we will make the following calculations: -

            • we calculate your available margin prior to the placement of any trade.  If the proposed trade will cause your required margin to exceed the available margin, we exercise the right to reject the proposed trade.

14.5 We can reject any offer to place a Margined Trade if: -

• the proposed Margined Trade would be in breach of the Terms, the Regulatory System or any law;
• any amount you owe us is overdue for payment, including Margin;
• the effect of the Margined Trade you wish to place would result in your Total Margin Requirement in   respect of all Linked Accounts exceeding the limit specified by us in accordance with clauses 6 and 20;

14.6 An offer to place a Margined Trade will only be accepted by VDM Global Markets (over the telephone) by the dealer telling you it has been accepted or (over the Trading Platform) by a specific confirmation message from the Trading Platform to the effect that it has been accepted.  

14.7 If you are not sure whether an offer to place a Margined Trade has been accepted you must contact VDM Global Markets immediately by telephone.

14.8 You are responsible for everything done using your Account number and password or name (and security information where relevant). This includes all acts, omissions, Margined Trades, Orders and instructions (including by an Agent). We offer Margin Trading facilities over the Trading Platform and do not restrict the domain from which you may access the Trading Platform. Accordingly, we will not have regard to the domain from which an instruction over the Trading Platform emanates. However, you will not be responsible if we have allowed someone (other than you or your Agent) access to your Account through our negligence. In this case we will pay to you the loss sustained by you and that was reasonably foreseeable as a result of our negligence.

14.9 In relation to your Margined Trades and Orders, please note:-

• unless we have agreed something different  with you, (a) we will not check or have any regard to any assumption expressed by you as to the effect of any Margined Trade on your overall Open Positions with VDM Global Markets and (b) we will place the Margined Trade and/or Order regardless of whether it creates a new Open Position or closes an existing Open Position;
• you may agree with us before you place a Margined Trade that it is to create a new Open Position rather than to close (in whole or in part) an existing Open Position.

14.10 You are placing Margined Trades and Orders on Our Prices (clause 9) in relation to our Markets. You have no rights or obligations in relation to the Underlying on which Our Prices are based; for example you will not become the owner of any asset in relation to the Underlying, nor be subject to any delivery obligation in relation to it.

15 Closure of Open Positions

15.1 You can close a Long Position by selling at Our Bid Price quoted on closing.

15.2 You can close a Short Position by buying at Our Offer Price quoted on closing.

15.3 Open Positions are closed by placing a Margined Trade (as referred to in clause 14) as follows:-

• a Long Position is closed (in full) by placing a  Margined Trade in the opposite direction in the same Market (for the same expiry time and date,  if applicable) and with the same stake/trade size used to open the Long Position;
  
• a Short Position is closed (in full) by placing a Margined Trade in the opposite direction in the same Market (for the same expiry time and date, if applicable) and with the same stake/trade size used to open the Short Position.

15.4 If you only wish to close part of a Margined Trade, you can do so by using a smaller stake/trade size than that used to open the Margined Trade concerned. The closing Margined Trade needs to be placed in the opposite direction to the Margined Trade you wish to close, (in the same Market and for the same expiry time and date, if applicable). If you do this, the original Margined Trade remains open with a reduced stake/trade size (i.e. the original stake/trade size, less stake/trade size used to close part of that Margined Trade).

15.5 If on closing a Margined Trade, the stake/trade used to close is larger than that used to open the original Margined Trade, a new Margined Trade will have been opened in the opposite direction to the original Margined Trade at the same price used to close the original Margined Trade. The stake/trade size of the new Margined Trade will be the difference between the stake/trade size used to open the original Margined Trade and the stake/trade used to close that Margined Trade.

15.6 Margined Trades can normally be closed by you at any time during VDM Global Markets trading hours for the relevant Market (please refer to Customer Services, the Trading Platform or the Product Information Sheets).

15.7 If Underlying conditions change VDM Global Markets may limit minimum and/or maximum stake/trade sizes (on closing),regardless of the minimum and/or maximum stake/trade size applicable at the time of opening the Margined Trade. If the maximum stake/trade size on closing is less than the minimum and/or maximum stake/trade size on opening, you will not be able to close all of your Open Positions in one Margined Trade.

15.8 Unless you specifically close an Open Position (and subject to any Order you may place): -

• an Open Position can continue until (as   applicable): -
• its expiry time and date;
• or the occurrence of the relevant event (as applicable);
• on the expiry time and date or occurrence of   the relevant event (as applicable), the Open   Position will be automatically closed on the basis   of settlement set out in the Product Information   Sheets or (if there is none set out) on the basis   quoted by VDM Global Markets on closure. Please  note that Our Prices displayed on the Trading  Platform may not be the settlement price;
• for expiry time and dates please refer to the Product Information Sheets and the Trading Platform. In addition you will need to call Customer Services for Markets whose expiry dates are not set out in the Product Information Sheets, the Website or the Trading Platform.

15.9 If you have more than one Open Position in the same Market (for the same expiry date, where relevant), those Open Positions (or part of them) will normally be closed in the order “First In, First Out” (commonly known as “FIFO”). FIFO does not apply: -  

• if we have accepted an express instruction from you as to the order in which any Open Positions should be closed;
• in the case of an Open Position which is subject to an Order attached to that Open Position such as a Stop Loss Order;

16 Equities  

16.1 This clause applies to Margined Trades relating to Underlying equities, equity futures and related products.

16.2 Please note the following in relation to the opening and closing of Margined Trades to which this clause 16 applies: -

• it may not be possible to place an opening Short Position in relation to some equities Markets, especially if the Underlying is not liquid and of small capitalisation. In addition we may charge you an additional premium (set by us) to open such a Short Position;
  
• whilst it may be very easy to open a Margined Trade this may not be the case when closing the Margined Trade, due to prevailing Underlying conditions.

16.3 If you have a Short Position spread bet/trade or CFD trade relating directly or indirectly to an Underlying equity, VDM Global Markets may hedge this by taking a short position on the equity with another financial institution. In this case there may be instances where the amount of stock available to borrow may be limited or otherwise in short supply and, as a result, additional charges may be incurred by us. In these instances, VDM Global Markets may pass this borrowing charge on to you in the form of a daily special borrowing charge. This charge is at the discretion of our hedging partners and is subject to fluctuation. We will notify you if we render any such charge and what that charge may be.

16.4 This clause applies to all spread bets (other than rolling spread bets) and only applies if: -  

• a dividend is expected to be declared and/or paid in relation to any Underlying equity (to which your Margined Trade relates) before expiry of that Margin Trade; and
• a dividend is declared or paid in respect of the Underlying equity (to which your Margined Trades relates) which is unusually small or large or unusually early or late (compared to dividends declared in previous years); or
• Our Price at which you opened your Margined Trade (relating to the Underlying equity) was based on our reasonable anticipation that a dividend would be declared or paid (within a reasonable time in accordance with previous years) and no such dividend has been declared or paid and/or no dividend is likely to be declared or paid;
• if this clause  applies, VDM Global Markets may (acting reasonably) make an appropriate adjustment (which may be retrospective) to the opening Our Price of a Margined Trade relating to that Underlying equity, in order to reflect that dividend or no dividend (as the case may be) in the opening price of the Margined Trade.

16.5 This clause only applies to CFD trades and rolling spread bets. If a dividend payment is made to any Underlying equity to which your Open Position CFD trade and/or rolling spread bet/trade relates and that Open Position is open at the close of VDM Global Markets business on the last VDM Global Markets trading day in relation to the relevant Market before the relevant ex-dividend date, then VDM Global Markets will make an ex-dividend adjustment to those related
index, sector or equity Open Position CFD trades and/or rolling spread bets held by you and the following apply:

• the adjustment will reflect the market practice as determined by VDM Global Markets acting reasonably, of the withholding tax requirements of the relevant tax authority;
• we may make the adjustments with or without notice to you. If we do so without giving notice, we will notify you that we have done so via your statements which are available online; rates of adjustment will be supplied on request;
• the adjustment will be credited to your Account in the case of a Long Position;
• the adjustment will be debited to your Account in the case of a Short Position.

16.6 We may (acting reasonably) terminate or vary the dividend adjustment depending on changes in the law, the Regulatory System and/or rates of tax.

16.7 If we are obliged to close any hedging position we have taken in relation to your Margined Trades, (for example the Underlying equity shares are unavailable and/or a buy in notice is enforced by the relevant exchange) we can (with or without notice to you) close your related Open Positions at Our Price based on the closure price of the Underlying. If we exercise this right without giving you prior notice, we will give you notice that we have done so as soon as reasonably practicable.

16.8 We can pass on to you an additional charge to take account of stamp duty or other taxes incurred by us on certain non-UK equities to which your Margined Trades directly or indirectly relate. Please see the Product Information Sheets or contact Customer Services for details of the Margined Trades that may be subject to these charges.

16.9 If a Corporate Action occurs, we can exercise the rights in this clause in relation to any Open Position spread bets or CFD trades. Any changes made by us under this clause  may be effective immediately. Our rights are to: -

• change Our Prices;
• change minimum and maximum stake/trade sizes;
• change Margin parameters;
• change the opening Our Price and/or opening stake/trade size of an Open Position;
• change the agreed execution price of any Orders;
• close any Open Positions at Our Price;
• open new Margined Trades in any relevant new Market. For example, if you have a Short Position we may (acting reasonably) open a Short Position for you if the Corporate Action consists of a rights issue; make an appropriate credit or debit to your Account.

16.10 We can only exercise the rights in bullet points above if the Corporate Action has occurred in relation to an Underlying equity to which your Open Position directly or indirectly relates; note that we can, for example, exercise those rights if your Open Position is in respect of any related product such as a sector future, sector CFD or spread bet/trade. When exercising those rights:

• we will act reasonably in order to endeavour to preserve the economic value of the relevant Open Position or Order;
• those rights will relate to Open Positions held at the close of business on the VDM Global Markets trading day (for the relevant Underlying) preceding the ex-date relating to the Corporate Action;
• depending on the nature of the Corporate Action concerned we may exercise those rights with or without notice. If we exercise without notice, we will give you notice as soon as reasonably practicable that we have done so;
• we will make adjustments to your Account as soon as we reasonably can, usually on or around the date we exercised the rights concerned.

16.11 If an Insolvency Event occurs in relation to an entity to which your Open Position directly or indirectly relates, we can take any of the steps referred to in clause 16.9 in relation to the Markets affected by that Insolvency Event and will notify you of any of your Open Positions which are closed or amended.

16.12 If your cumulative Open Positions in any single equity future are equal to or more than: -

• UK equities – an Underlying position of 4 multiplied by NMS (Normal Market Size as defined by the London Stock Exchange);
• US and European equities – £100,000 (cumulative stake/trade size multiplied by Our Price), or cumulative open positions of £200 per point, whichever is smaller;
• and those Open Positions have not been closed or reduced below that size by at least one hour before the Underlying market close, on the last VDM Global Markets trading day of the VDM Global Markets contract in question, VDM Global Markets may (subject to clause 16.13) automatically roll the Open Positions into the next contract period.

16.13 We can refuse to roll the Open Positions as referred to above if for any reason we  are entitled under the Terms to refuse to open a new Margined Trade for you; see clauses 14. If we refuse to roll the Open Positions, they will be automatically closed at Our Price on the basis of settlement set out in the Product Information Sheets or (of there is none set out) on the basis quoted by VDM Global Markets on closure.

17 Orders

General

17.1 On certain Markets where you have Open Positions or wish to create an Open Position, we will accept instructions to place a Margined Trade (known as “Orders”) when Our Price reaches a price set by you and agreed by us (the proposed execution price). This clause deals with those Orders. We may also agree with you that (before you enter into a Margined Trade with us) we will purchase the Underlying and, having done so, then enter into a Margined Trade with you at a price we construct having purchased the Underlying – this is known as working orders in the external market; please see the section in our Trade and Order Execution Policy dealing with working orders in the external market – those arrangements (described in that section of the Trade and Order Execution Policy) are outside this clause and are not “Orders” within the meaning of this clause.

17.2 To find out the Markets on which we accept Orders, please call Customer Services or refer to:

• the Trading Platform;
• the Product Information Sheets;
• the Website.

Types of Orders

17.3 The types of Orders available fall into two main categories: -

• “Limit Order”: A Limit Order is an instruction to place a Margined Trade at Our Price (agreed with us) that is more advantageous to you than Our Price at the time the Order is placed. For example, an instruction to sell at Our Price that is higher than is currently available or to buy at Our Price that is lower than is currently available.
• “Stop Order”: A Stop Order is an instruction to place a Margined Trade at Our Price (agreed with us) that is less advantageous to you than Our Price at the time the Order is placed. For example, an instruction to sell at Our Price that is lower than is currently available or to buy at Our Price that is higher than is currently available.
• It is important to note that the only Orders that are guaranteed to be executed at the proposed  execution price are Guaranteed Stop Loss Orders. In the case of all other Orders there is  no guarantee that they will be executed at the proposed execution price. See clauses 17.8 to17.12 in relation to execution.

17.4 Other types of Orders are variations of Limit Orders and Stop Orders, as follows: -

•  “Attached Limits”: We may allow  a Limit Order to be attached to a specific Open Position so that the Limit Order will be automatically cancelled if the attendant Open Position is closed or expires.
• “Stop Loss Order”: This is a Stop Order which is attached to a specific Open Position with the intention of limiting the liability of that Open Position; i.e. a Client with a Long Position might leave a Stop Loss Order to sell (in order to close his Long Position) if Our Price fell to a particular level. Equally a Client with a Short Position might leave a Stop Loss Order to buy (in order to close his Short Position) if our Price rose to a particular level.
• If a Client closes the Open Position before the level of the Stop Loss Order is reached the Stop Loss Order will be cancelled. Clients should note, particularly when trading on the Trading Platform, the difference between a Stop Order and a Stop Loss Order. A Stop Order that has not been cancelled will remain active for its lifetime (see clause 17.6) until executed regardless any of the Client’s Open Positions. A Stop Loss Order is attached to a
  specific Open Position and will be automatically cancelled if the Open Position to which it is attached is closed or expires.
• “Automated Stop Loss Order” (“ASL”): This is a compulsory stop loss order which is attached to all opening trades and orders.  The order works in the same manner as the stop loss order as defined above.
• “One Cancels the Other” (“OCO”): This is a Limit Order and a Stop Order combined such that whichever Order is executed first the remaining Order is cancelled. These Orders are typically used with an Open Position such that there is a Stop Loss, to limit the liability and a Limit Order to take a profit. If either Order is executed the remaining Order will be cancelled. If you close the Open Position with a Margined Trade in the normal way, both the Stop Order and the Limit Order will be automatically cancelled.

17.5 If we introduce new types of Orders we will notify you in writing and will publish details.

17.6 In relation to Orders you need to understand certain terminology, which we set out below: -

“Good For The Day” or “GFTD” means that the Order is only effective on the day on which it is placed. It ceases to have effect on the earlier of: -

• execution;
• cancellation of the Order by you;
• cancellation in accordance with clause 17.4 (above) and clauses 4 and 5 of the Spread  Betting Terms and clause 5 of the CFD Terms;
• cessation of VDM Global Markets trading (on that day) in respect of the relevant Market;
• expiry of the Market to which the Order relates.

“Good Till Cancelled” or “GTC” means that the  Order will remain in effect, on each VDM Global Markets trading day in respect of the relevant Market until the earliest of the events to occur in the 5 points above for “GFTD”; however, if the event at the 4th sub-bullet point occurs, the Order is again effective on the next VDM Global Markets trading day in respect of the relevant Market (on the same basis).

Provisions applicable to all Orders

17.7 The following apply to all Orders: -

• Orders must be given by telephone or via the Trading Platform (Orders cannot be placed by e-mail);
• we can, acting reasonably, refuse any request to place an Order;
• the Orders that attach to specific Open Positions are: Attached Limits, Stop Loss Orders, Automated Stop Loss Orders and One Cancels the Other.  The only Order that attaches to another Order is One Cancels the Other. Subject to that, unless we agree otherwise Orders will not be attached to specific Open Positions or other Orders. In addition, unless we agree otherwise (for example in relation to Orders that attach to a Open Positions), all Orders are instructions to open or close a Margined Trade regardless of whether the Margined Trade has the effect of opening a new Margined Trade or closing an existing one;
• all Terms that apply to opening or closing a Margined Trade (as relevant) have to be complied with both on placing an Order (as if you were then placing a Margined Trade) and on its execution; for example clauses 13 and 14. In particular, if Our Price is indication only, indicative or unavailable, execution of the relevant Order will be referred to the Trading Desk who will decide whether execution is appropriate (though no Order will be executed if Our Price is unavailable).  We can refuse to accept or execute an Order if the  relevant Terms are not complied with;
• all Orders are basis Our Price;
• all Orders are deemed GTC unless we agree when you place an Order that it is GFTD;
• the price at which Orders will be executed is not guaranteed. See below (clauses 17.8 to 17.12) in relation to execution of Orders;
• we may agree with you that an Order may only be executed during our trading hours for the Market when those hours coincide with the trading hours of the Underlying;
• you are responsible for cancelling any Order you have placed; unless you do so the Order will be executed (regardless of whether you have closed or opened any Margined Trades), unless the Order has been automatically cancelled as mentioned in clause 17.4 (above) and clauses 4 and 5 of the Spread Betting Terms and clause 5 of the CFD Terms;
• Orders which would exceed our maximum stake/trade size applicable on execution will be executed in tranches (up to the maximum of our maximum stake/trade size) until executed in full. The Our Price at which each tranche is executed may vary considerably.

Execution of Orders

17.8 Orders will be executed if Our Price reaches the proposed execution price or trades through it, so: -

• if you have placed an Order to create a Long Position, that Order will be executed if Our Offer Price reaches the proposed execution price or trades through it;
• if you have placed an Order to create a Short Position, that Order will be executed if Our Bid Price reaches the proposed execution price or trades through it.

17.9 Your Order may not be executed at the proposed execution price and may be executed at a worse Our Price (possibly much worse)than the proposed execution price – this is particularly the case if Gapping occurs. Subject to clause 17.11 and provided that we have endeavoured to carry out your Orders as soon as reasonably practicable, depending on the Market hour and Market conditions, we have no liability to you if the Our Price at which your Order is executed is different to the proposed execution price.

17.10 Please note that conditions of our Market and the Underlying may fluctuate. We cannot accept responsibility for any actual or potential financial loss or expense you incur if for any reason (other than our negligence) there is a delay or change in Market or Underlying conditions before execution of your Order is complete.

17.11 The following applies in relation to execution of Orders:-

• Orders will be executed by VDM Global Markets when it is reasonably able to do so;
• Orders are executed at the first price reasonably available to VDM Global Markets, on basis Our Price. For example, in the case of Gapping, Orders will be executed at Our Price based on the first price VDM Global Markets are reasonably able to obtain in the Underlying;
• in the case of Orders based on Underlying equity securities, these will only be executed during VDM Global Markets trading hours for the relevant Market when those hours coincide with the trading hours of the Underlying (even if VDM Global Markets quotes outside Underlying hours);
• no Orders will be monitored or executed outside VDM Global Markets trading hours for the relevant Market. If the Underlying continues to trade outside VDM Global Markets trading hours for the relevant Market, Our Price at which the Order may be executed may be substantially different to the proposed execution price;
• if a Market has traded through the proposed execution price of an Order outside VDM Global Markets trading hours, but by the opening of VDM Global Markets trading hours that Market has been restored so that the proposed execution price is not exceeded, VDM Global Markets will not execute that Order at the opening of VDM Global Markets trading hours and the Order will continue to be valid;
• in respect of Markets quoted by VDM Global Markets outside the trading hours of the relevant Underlying (for example FTSE 100 (UK100) trading in US hours), Orders may be filled at Our Price which is in VDM Global Markets opinion reasonable in light of prevailing world Underlying markets at that time, unless VDM Global Markets has accepted alternative instructions from you;
• if you have multiple Orders, including some attached to specific Margined Trades and some which are not, there may be different outcomes if more than one Order is triggered at the same time;
• Our Trade and Order Execution Policy provides information regarding the execution of Orders.

17.12 We are not obliged to inform you that an Order has been executed nor the Our Price at which it has been executed) except by a contract note and statements in accordance with clause 19.

18 Payments of Profits and Losses

18.1 You can only be paid your realised profits if: -

• your Cash Balance is in credit; and
• the total of your Trading Resource for all Accounts you have with us is in credit;
• the amount you will then be entitled to be paid is the smaller of the above two figures;
• The amount payable will be sent on request (a) by cheque made payable to you or (b) by direct transfer to the same source (in your name) from which you have made payment to us. We reserve the right to levy a bank transfer fee for electronic cash transfers of less than £5,000.00.  This fee will be the amount that VDM Global Markets is charged by the banking institution with which it conducts its banking.

18.2 Your Cash Balance and Trading Resource can be ascertained via the Trading Platform. You can also call Customer Services.  

18.3 If your Cash Balance is in debit, the full amount of the debit is due and payable immediately. In addition:

• we reserve the right to refuse payment by cheque if: -
  • the debit balance is £10,000.00 or more;
  • the cheque is drawn on a non-EU credit institution;
  • any cheque or other instrument previously given has not cleared on first presentation;
  • if the debit balance is £10,000.00 or more, we can require immediate payment (on the same day that payment became due (or if that is not a Business Day on the next Business Day)) by telegraphic transfer, debit card or any other method of immediate electronic funds transfer acceptable to VDM Global Markets.

18.4 In relation to payments you make to VDM Global Markets:

• all payments must be in pounds Sterling, US dollars, Euros or Swedish Krona;
• all payments must be either by cheque drawn on or by transfer from an account in your name with an EU credit institution or by debit or credit card payment from an EU credit institution;
• you will only be credited for the net cleared amount received after all deductions, for example, after we have deducted bank charges and any other costs of transfer, which we have incurred relating to your payment.

19 Contract Notes and Statements

19.1 Unless we agree something different with you we will:

• send you a contract note as soon as possible and no later than the next Business Day after you place a Margined Trade or we execute an Order for you;
• issue statements of account online showing your Cash Balance.

19.2 Contract notes will be sent by e-mail and will be available on the Trading Platform. In view of this it is important that you keep us informed of your up to date e-mail.

19.3 As soon as you receive any contract note you must check it to ensure it is correct.

19.4 In relation to contract notes: -

• the absence of a contract note will not affect the validity of any Margined Trade or Order which has been placed or executed;
• if you receive a contract note which you think is incorrect (e.g. it is not your Margined Trade or Order) you must tell us immediately;
• if you do not receive a contract note for a Margined Trade you believe you have placed (or an Order you think we have executed), you must tell us immediately.

19.5 If you ask us to, we will supply you with such reasonable information that you request in relation to the status of any Open Position or Order.

19.6 You must keep yourself fully informed and up to date in relation to your Open Positions and Orders placed. The Trading Platform provides access to all Open Positions, Orders placed, recent transaction history, Cash Balances and Trading Resource. You can also telephone Customer Services.

19.7 The sooner VDM Global Markets is made aware of any error or alleged error, the better VDM Global Markets will be able to investigate.

20 VDM Global Markets Rights

General

20.1 References to notice means written notice. If we exercise any of our rights under the Terms without giving you notice, we will give you notice as soon as reasonably practicable after exercising the right, unless we are restricted from doing so by law or the Regulatory System.

Compliance with law

20.2 To the extent required by law or the Regulatory System we may close or suspend your Account, close any Open Positions and/or cancel any Orders. These actions may occur with or without notice.

Suspension of Accounts

20.3 We may suspend your Account with or without notice if:-

• we have reasonable grounds to believe that any material representation or warranty made by you to us (including those in clause 23 is or becomes untrue, inaccurate or misleading in any material respect (and in particular those in relation to age and identity);
• we have reasonable grounds to believe that you are in breach of any material provision of the Terms;
• we have reasonable grounds to believe that you are unlikely to meet any payment when due, including Margin. This applies to any payment that is or may become due under any Account you have with us;
• any amount owed to us is not paid on time, including Margin. This applies to any payment that is or may become due under any Account  you have with us;
• we have reasonable concerns in relation to breach of laws or rules or regulations under the Regulatory System;
• we have reasonable concerns that you do not have a sufficient understanding of spread betting, FX or CFD trading as applicable);
• we have not received (within 7 working days of a written request) any material documents or information we have reasonably requested (in writing) from you in relation to the opening and/or operation of your Account. This applies in particular to the information referred to in clause 5.5. In addition we may from time to time ask you to provide reasonable up to date evidence of the matters referred to in clause 5.5; our right of suspension also applies if anything so requested is not received within 10 days of our written request;
• If we have suspended your Account without prior notice, we will inform you as soon as reasonably practicable that we have done so, unless we are restricted from doing so by law or the Regulatory System.

20.4 If we have suspended your Account, it means that: -

• we will not close your Open Positions (unless we are otherwise entitled to do so), but you will still be entitled to close your Open Positions in accordance with the Terms;
• you will not be permitted to open any new Margined Trades nor to place any Orders;
• we will investigate the circumstances giving rise to the suspension and providing you co-operate with us we will use reasonable endeavours to conclude our investigation within 7 Working Days. Once we have concluded any investigation we have the rights referred to in clause 20.5.

20.5 The outcome of an investigation may result in: -

• you being entitled to continue to operate your Account under the Terms. We will notify you of this and it will be effective immediately. However, we may at the same time make the following changes and these will come into effect on timescales set out below; you will only be able to place new Margined Trades and Orders after the notice periods below have expired (though you will still be able to close Open Positions as referred to in the first bullet point of clause 20.4): -
  • altering your Credit Allocation (if applicable). This will be done by at least 2 Business Days notice;
  • changing your Account type. This will be done by at least 2 Business Days notice;
  • re-classifying you, subject to applicable laws. This will be done by at least 2 Business Days notice;
• the closure of your Account. In this case Open Positions will be closed as referred to in clause 20.12. This may be done with or without notice;  if we do so without giving notice we will inform you that we have done so;
• the closure of any other Account you have with us. In this case Open Positions will be closed as referred to in clause 20.12. This may be done with or without notice; if we do so without giving notice we will inform you that we have done so.

Minimum and maximum stake/trade sizes  

20.6 We can alter minimum and maximum stake/trade sizes at any time. It is your responsibility to make sure you know the current minimum and maximum stake/trade sizes. Any changes will come into effect immediately upon being published on the Trading Platform and/or in the Product Information Sheets; however changes will only apply to your Open Positions 14 days after publication.

Margin Parameters

20.7 We are entitled to alter Margin Parameters (ASL/IMR) at any time. Any change in a Margin Parameter will have an impact on your Margin Requirement in that you will be required to pay more or less Margin to create or maintain an Open Position. It is your responsibility to know the current Margin Parameters applicable to your Open Positions at all times. You agree that, regardless of the normal way in which you and we communicate, we will be entitled to notify you of an alteration of the Margin Parameters and a Margin Requirement by any of the following means: post, telephone, fax, email, text message or by posting the updated parameters on the Trading Platform or in the Product Information Sheets. Unless the notification that we provide expressly states otherwise, alterations to the Margin Parameters and a Margin Requirement will become effective immediately on our giving notice to you.

Closure of Open Positions

20.8 If any of the following events occur: -

• we have reasonable grounds to believe that you are unlikely to meet any payment when due, including Margin. This applies to any payment that may become due under any Account with us;
• any payment due under the Terms has not been received on the due date and we have given you at least 7 days notice to pay the amount due. This applies to any payment that is due under any Account with us;
• any instrument of payment used by you to make payment to VDM Global Markets is not met on first presentation or is subsequently dishonoured;
• the Regulatory System, applicable law or the FSA require VDM Global Markets to close all or any of your Open Positions;
• an Insolvency Event occurs in relation to you;
• you die or become a patient under or any Court Order is made in respect of you under relevant mental health legislation or we reasonably believe the same to be true;
• we have reasonable evidence that any material information you have provided to us is incorrect (in particular in relation to your age and/or identity);
• We can close any or all of your Open Positions on your Account and any other Account you have with us, in whole or in part. This will be done on the basis of Our Price. If we exercise the rights in this clause, we can also cancel any or all of your Orders;
• If we have exercised our rights to close all your Open Positions and to cancel all Orders we can also suspend your Account in accordance with clause 20.3;
• We can exercise the above rights with or without notice to you, but we would in any case give you notice as soon as reasonably practicable that we had exercised these rights;
• Please note that we also have rights under the Margining Terms to close your Open Positions, cancel all Orders and suspend your Account if you fail to pay Margin on time. Please refer to clause 4 of the Margining Terms.

20.9 We can exercise our rights under clause 20.8 at any time after the relevant event has occurred and regardless of when the Underlying may close.  However we generally (but not always) effect closures at approximately 12:00 noon or 16:00 where reasonably practicable and subject to liquidity of the Underlying.

Closure of Accounts

20.10 VDM Global Markets can close your Account by at least 14 days notice to you (subject as mentioned below) if: -

• you persistently fail to pay any amount owed to us on time, including Margin. This applies to any payment that is owed to us under any of your Accounts with us;
• any amount owed to us has not been paid within 30 days of its due date, including Margin. This applies to any payment that is owed to us under any of your Accounts with us;
• any litigation is commenced between us;
• you persistently act in an abusive manner when dealing with us;
• an Insolvency Event occurs in relation to you. In this case we may close your Account immediately without prior notice (though we would inform you that we had done so);
• you die or become a patient under or any Court order is made in respect of you under relevant mental health legislation or we reasonably believe the same to be true. In this case we may close your Account immediately without prior notice (though we would inform you that we had done so);
• we believe that we are unable to manage the risks (commercial, legal, regulatory, or reputational risks) that your Margined Trades pose to you,  us, or the Underlying to which your Margined Trades relate;
• it has closed any other Account you have with it.

20.11 On giving notice to close your Account (pursuant to clause 20.10) we will also suspend your Account and it will remain suspended until your Account is closed. During the period of suspension the first and second bullet points of clause 20.4 will apply.

20.12 When closing your Account as referred to above, we will generally, but not always, effect closures one hour before the close of the relevant Underlying. If we have given you notice under clause 20.10 Open Positions will be closed on the next VDM Global Markets trading day for the relevant Market after the notice expires. Closures will be at Our Price.

20.13 We can also close your Account under clause 29, Termination.

Closure or Voiding of Margined Trades

20.14 We can close any Open Position as referred to in clauses 20.8. We can also close or void any Open Position if: -

• we are in dispute with you over that Open Position. In this case we can (acting reasonably) close all or part of the Open Position and whether or not that action is required to minimise the amount in dispute. The Open Position will be closed at Our Price; that Open Position has been placed in material   breach of the Terms. The Open Position will be closed at Our Price;
• we will notify you as soon as reasonably practicable after we have exercised these rights.
  

Margined Trading Rules

20.15 VDM Global Markets can create, vary and replace specifications, rules, terms and conditions in respect of Margined Trading on markets which are not referred to in the Product Information Sheets (such as grey markets). Those specifications etc will be notified to you in accordance with clause 28 (e.g. via the Website, Trading Platform, newsletters or verbally) and we will not vary them retrospectively.  

Interest and Costs

20.16 If any amount you owe (except interest) is not paid within 7 days of its due date we can charge you interest from the due date until payment in full, (before and after judgment). The interest rate will be at 4% above NatWest PLC’s base rate from time to time. If you have asked us (in writing) to pay you an amount that is due and payable by us to you and we have not paid the amount due within 5 Business Days of receipt by us of that request, we will pay you interest on the unpaid amount at the base rate from time to time of NatWest Bank PLC.  

20.17 You must pay to VDM Global Markets all costs and expenses it incurs because you fail to pay amounts when due or breach the Terms. These include bank charges, Court fees, legal costs and other third party costs reasonably incurred.

20.18 Interest, costs and expenses referred to above are debts payable by you to VDM Global Markets. We can deduct them from your Cash Balance.

Netting   

20.19 There is one agreement between us in relation to your Account, i.e. the Terms and all Margined Trades, Orders and other transactions are placed under that single agreement.  

20.20 If we have exercised our rights to close all your Open Positions (and cancelled all Orders) on your Account and/or to close your Account we can: -

• combine and consolidate your Cash Balance with any or all other Accounts you may have with VDM Global Markets (whether spread betting, FX or CFD  trading or otherwise, even if any of those Accounts have been closed);
• set-off against each other the amounts referred to in (a) and (b) below: -
  (a) your Cash Balance (if a credit balance), profits on Open Positions and any amounts that are payable by VDM Global Markets to you of whatever nature and whenever payable (including on any other Account you have with VDM Global Markets even if any of those Accounts have been closed);
  b)  your Cash Balance (if a debit balance), losses on Open Positions, interest, costs, expenses, charges and any and all other liabilities or amounts that are payable by you to VDM Global Markets of whatever nature and whenever payable (including on any other Account you have with VDM Global Markets even if any of those Accounts have been closed).

Apply the above rights to all Accounts you have with us.

In doing so any Credit Allocation will be disregarded. You are also entitled to require us to exercise the above rights in relation to all your Accounts on which we have closed all your Open Positions and cancelled all Orders.

20.21 If the rights under clause 20.20 are exercised all the payment obligations will be consolidated into an obligation for you to pay a net sum of cash to
us, or for us to pay a net sum of cash to you.

20.22 The rights in clauses 20.20 and 20.21 apply regardless of the currency of any amount payable by us to you or by you to us.  

Currency

20.23 We can convert from one currency to your Base Currency or any other currency relevant to a particular Margined Trade: -

• any money you owe us or we owe you;
• any money you pay to us;
• your Cash Balance;
• any profit or loss on Open Positions.

Currency conversion will be at prevailing market rates reasonably available to us. We can charge you all commission and costs incurred by us in currency conversion, if we converted because you had paid in a currency other than the currency you were obliged to use, (clause 11).

21 VDM Global Markets Protections

General

21.1 When we exercise the rights in this clause, we may give you notice before, at the same time or after we have exercised the right referred to, depending on the prevailing circumstances. We will seek to provide you with reasonable prior notice, subject to prevailing circumstances. If we exercise any right before giving you notice, we will notify you as soon as practicable that we have exercised the right.

Errors

21.2 If a contract note contains an error or is otherwise inaccurate, that will not affect the validity of the relevant Margined Trade or other transaction that has been effected. Please notify us as soon as reasonably practicable if you become aware of any such error or inaccuracy.

21.3 If a Margined Trade is based on a Manifest Error we are entitled acting reasonably and in good faith: -

• to void the Margined Trade, from the beginning, as if the Margined Trade had never taken place;
• to amend the Margined Trade, so that the Margined Trade is the Margined Trade that would have been placed in the absence of Manifest Error.

We will exercise the above rights as soon as reasonably practicable after becoming aware of the Manifest Error.

Events Outside our Control and Market Disruption Events

21.4 If an Event Outside our Control and/or a Market Disruption Event occurs, we are entitled to do any of the following: -

• cease or suspend trading and/ or alter trading times for all or any Markets;
• reject offers to place Margined Trades and/or Orders;
• change Our Prices and Spreads;
• change minimum and maximum stake/trade sizes;
• make adjustments to the price and/or size of any Open Positions and/or Orders;
• void any Open Positions, if Our Prices in relation to that Open Position are based on trades or prices in relation to any relevant Underlying and those trades or prices are subsequently cancelled by the relevant exchange;
• immediately require payment of any amounts you may owe VDM Global Markets, including Margin;
• change your Credit Allocation (if applicable);
• change Margin Parameters (ASL/IMR);
• in relation to spread betting and/or CFD trading, in the case of suspension of an Underlying equity at (or before) the expiry date of a futures contract, to roll Open Positions into the following futures period, at a level determined by us acting reasonably;
• in relation to spread betting and/or FX and/or CFD trading, to close any or all Open Positions, refuse any Margined Trades, cancel and/or fill any Orders in each case at such level as we consider in good faith to be appropriate in all the circumstances;
• take or omit to take all such other actions as we deem appropriate in the circumstances to protect ourselves and our Clients as a whole;
• any action taken by us under this clause may be effective immediately.

22 Regulatory Provisions

Client Money and Assets

22.1 Any money you transfer to us, or which is transferred to us on your behalf, which is Client Money within the meaning of the Client Money Rules will usually be held with a bank in the United Kingdom but may also be held in a non-UK bank. Your money will be segregated from our own money in accordance with the requirements of the Client Money Rules and in the event of our insolvency, it will be excluded from our assets.

22.2 We may hold Client Money on your behalf in an account with a bank or third party located outside the European Economic Area (“EEA”). This account will be segregated from our money or assets which may be held with the bank or third party. The legal and regulatory regime applying to any such bank or third party will be different from that of the United Kingdom 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 the United Kingdom.

22.3 We will not be liable for the failure or insolvency of any bank or third party holding money under clauses 22.1 or 22.2. However, if your money is held within an EEA country, a proportion of your cash balance may qualify for compensation arrangements in that jurisdiction.

22.4 We do not pay interest on Client Money unless we have expressly agreed to do so in writing.

22.5 Where you open and maintain a position with us, we will be entitled to require you to pay to us money as consideration for opening and maintaining an Open Position and such money will be due and payable to us for our own account. Accordingly, where you pay such money to us, we will thereby acquire full ownership of it and we will not hold such money in accordance with the Client Money Rules. You will not have any interest in or proprietary claim over money transferred to us pursuant to this clause and we can deal with it as our own. In the event of our insolvency you will have no rights or claim in relation to this money. We will transfer an equivalent amount of money back to you where, in our discretion, we consider that the amount of money that you have transferred to us is more than is necessary to cover your obligations to us. In determining the amount of money you will be required to pay to us pursuant to this clause and the amount of our obligations to you, we may apply such methodology (including judgments as the future movement of markets and value) as we consider appropriate, consistent with the Regulatory System and applicable law.

22.6 In this clause 22 “Client Money Rules” means the provisions of the FSA’s Client Assets Sourcebook relating to client money for firms carrying out activities regulated under the Markets in Financial Instruments Directive.

Complaints and Disputes

22.5 The sooner you raise any complaint or dispute with VDM Global Markets, the easier we will be able to deal with it.  

22.6 You should keep your own record of dates and times of transactions, as that will assist us to investigate. It may be difficult or not reasonably possible for us to locate records/tapes in relation to transactions in the absence of reasonable information as to dates and times.

22.7 Copies of our complaints handling procedure are available on request from Customer Services.

22.8 Any complaint or dispute should in the first instance be referred to Customer Services. If not resolved to your satisfaction you may refer the matter in writing to our Compliance Manager. In addition in the case of spread betting and CFD trading if you are a Retail Client and you are dissatisfied with VDM Global Markets handling of any complaint, you may refer the matter to:

The Financial Ombudsman Service
South Quay Plaza
183 Marsh Wall
London
E14 9SR.

Any customer who was not a Retail Client (at the relevant time)does not have the right to refer complaints to the Financial Ombudsman Service.

Compensation

22.9 If you are an eligible claimant under the rules of the FSA, your Account will be protected by the Financial Services Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. For most types of investment, you would receive the first £30,000.00 of any claim in full and 90% of the next £20,000.00, so the maximum compensation from this scheme would be £48,000.00. Further information about compensation arrangements is available from the Financial Services Compensation Scheme.

Payments to VDM Global Markets

22.10 No payment is receivable by VDM Global Markets (or to its knowledge by its associates) from third parties in connection with any transaction executed by VDM Global Markets with or for you, in addition to or in lieu of any amount payable under the Terms. If any such payment is receivable, we will inform you in advance.

23 Representations and Warranties

23.1 When you enter into the Terms, and each time you place a Margined Trade and/or Order or give any other instruction, you represent and warrant to us that: -

• all information you have provided to us (including in your Application Form) is true accurate and complete in all material respects (this applies in particular to your age and identity);
• all information you provide to us from time to time is true accurate and complete in all material respects;
• you have completed, signed and submitted your Application Form yourself (unless you are not a natural person, in which case that has been done by someone duly authorised on your behalf);
• you are authorised to enter into and perform the Terms, (and complete the Application Form) in compliance with any law regulation charter articles and memorandum of association (or similar document) relevant to you;
• neither the entry into the Terms, the placing of any Margined Trade and/or any Order or the giving of any other instruction will violate any law applicable to you (in particular any US law);
• you understand and accept that if you are not a UK citizen, not UK domiciled and/or are non- UK resident (and/or if you undertake Managed Trading from outside the UK) you may also be subject to laws other than English law (including other tax laws) and that these may differ from English law;
• you understand and accept that you are responsible for your own tax position and   that VDM Global Markets is not a tax adviser and has not provided tax advice in this or any other document;
• all Margined Trades and Orders placed and instructions given are done by you or your Agent (or if you are not a natural person, someone duly authorised on your behalf);
• you will inform us promptly if you move and you understand and accept that, for legal reasons, we may not be able to continue to provide this service to you if you change country in which you are resident;
• the Terms are binding and enforceable upon you;
• you act as principal.

24 Data Protection

24.1 VDM Global Markets is the data controller in relation to Your Information.

24.2 You agree that VDM Global Markets can: -

• rely on Your Information in assessing your application, classification and in all its dealings
  with you;
• and its Associated Companies can, store and process Your Information on their computers, databases and any other way.

24.3 You agree that VDM Global Markets and/or its Associated Companies can use, analyse, assess and deal with Your Information as follows: -

to consider applications made by you;

• for financial risk assessment, credit checks, money laundering checks, compliance, regulatory reporting and fraud prevention. This includes performing credit and identity checks, obtaining bankers’ references, making enquiries of credit reference and fraud prevention agencies, making enquiries of other providers of spread betting, FX or CFD services, undertaking searches of the Electoral Register and making any other enquiries reasonably thought fit. You understand that credit reference agencies, fraud prevention agencies and other providers of spread betting, FX or CFD services may maintain a record of any enquiry and the information given   to them and may share search details and Your Information with us and other organisations for credit, fraud, crime prevention and money laundering purposes (or similar) or  to recover or trace debts;
• to comply with applicable law including the Regulatory System;
• to operate and administer services supplied, to manage your Account and recover amounts payable;
• for assessment and analysis (including statistical, product and marketing analysis) including to identify products and services which may interest you;
• to help us understand and develop our businesses, services and products.

24.4 You agree that VDM Global Markets and/or its Associated Companies can disclose Your Information as follows: -

• to our Associated Companies and to any of our/their service providers (including any data processors we or they may engage), agents or sub-contractors (including in connection with legal proceedings), on the understanding that they will keep the information confidential;
• to the persons referred to in the first bullet point of clause 24.3;
• to any regulator of VDM Global Markets business or your employer if it is authorised or exempt under FSMA 2000 (including its compliance officer and by sending contract notes and statements to that compliance officer);
• in response to enquiries made by credit reference or fraud prevention agencies or any other person we reasonably believe to be seeking a reference or credit reference in good faith (including other providers of spread betting, FX, and CFD services);
• to anyone to whom we transfer all or any of our rights and/or obligations in relation to Your Information under the Terms;
• to any person to whom we have a duty to disclose or to the extent that the law requires or permits us to disclose (including any governmental, regulatory or other relevant authority).

24.5 You have rights under the Data Protection Act 1998, for example to be informed of the type of personal data held and its uses. 

See also the VDM Global Markets Privacy Policy as shown on the website.

24.6 As our business and that of our Associated Companies develops, the way in which we look at, record and use Your Information may change. Generally this will be because of changes in technology and in line with your expectations. If however we believe that the change is not obvious to you, we (or our Associated Companies) will give you notice. If you are notified of a change and continue to maintain your Account for at least 60 days after you are notified, then you will have consented to that change (unless you write to us and tell us that you do not consent).

24.7 In order to provide services to you, it may be necessary for Your Information to be transferred to someone who provides a service to us in other countries (including countries outside the EEA). You consent to that. If we do so we will ensure that the person to whom we pass the information agrees to treat it with the same level of protection as if we were dealing with it.

24.8 You agree that we may record all conversations with you and monitor (and maintain a record of) all e-mails sent by or to us. The Trading Platform generally contains a record of all communications/transactions conducted over the Trading Platform, but this is not guaranteed. All those records are VDM Global Markets property and can be used by us in the case of a dispute.

24.9 VDM Global Markets will add Your Information to its databases/store information manually for the purposes of informing you (whether by letter, telephone (including text messages), electronically by computer or otherwise) about its products and services (including those of other persons) which may be of interest to you. VDM Global Markets will also be entitled to pass Your Information to its Associated Companies, who will also be entitled to use Your Information in the same way in relation to their products/services. If you do not wish to receive this information, please contact Customer Services.

25 Market Abuse

25.1 VDM Global Markets will from time to time hedge its liability to you by opening analogous positions with other institutions. One of the consequences of this is that if you execute Margined Trades and/or place Orders on Markets relating to Underlying shares, your Margined Trades and/or Orders can (through our hedging) exert a distorting influence on trading in the Underlying; this is in addition to any impact on Our Prices. Spread betting, FX and CFD trading is generally subject to the same market abuse rules and legislation which govern dealing in the Underlying. The function of this clause is to remind you that trading behaviour which amounts to market abuse (including insider dealing or market manipulation) is illegal in the UK and in most other jurisdictions related to spread betting, FX and CFD trading and to enable us to take appropriate action as referred to in clause 25.3.

25.2 You represent and warrant to us as set out in the two bullet points below. In addition, every time you place a Margined Trade and/or Order you will be deemed to have repeated to us each of the two bullet points below:-

• you will not knowingly place and have not placed a Margined Trade and/or Order that contravenes any primary or secondary legislation or other law or regulatory rules in relation to insider dealing. For the purposes of this clause you agree that we may proceed on the basis that when you place a Margined Trade and/or Order relating to an exchange traded instrument you may be treated as if you were dealing in securities within the meaning of Part V of the Criminal Justice Act 1993;
• you will not place and have not placed any Margined Trade and/or Order with us or
  otherwise (when you deal with us) behaved nor will you behave in a manner that would amount to market abuse and/or market manipulation by you (or by you acting jointly or in collusion with another person). For the purpose of assessing whether you have done so, you may (where relevant) be deemed to have dealt directly in the Underlying to which your Margined Trade and/ or Order relates. For your information, market abuse means as specified by s118 FSMA 2000 (as amended by SI 2005 No 381) and the Market Abuse Directive 03/06/EC. Further information can be obtained from the FSA website at www. fsa.gov.uk.

25.3 In the event that (a) you place a Margined Trade and/or Order in breach of any of the representations and warranties given in clause 25.2 or (b) we have grounds for suspecting that you have done so, we reserve the right to close that Margined Trade (and/or cancel the relevant Order as the case may be) and any other Margined Trades and/or Orders and to:-

• enforce the relevant Margined Trade against you if it is a Margined Trade under which you have made losses; and
• treat all your Margined Trades closed under this clause as void if they are Margined Trades under which you have made profits, unless and until you produce conclusive evidence that you in fact have not committed the breach of warranty and/ or misrepresentation as referred to in clause 25.2. If you do not   produce such evidence within the period of six months from the date of closure under this clause, all such Margined Trades will be finally null and void as between us;
• any Margined Trade closed under this clause will be closed at Our Price.

25.4 You acknowledge that we will not transfer voting rights relating to an Underlying share/equity to you or allow you to influence the exercise of voting rights held by us or on our behalf.

25.5 You acknowledge that spread bets, FX and CFD trades are speculative instruments and you agree that you will not enter into any spread bets, FX or CFD trades with us related to the issuers of securities currently engaged in any stage of any corporate finance style activity.

25.6 We are required to report to any relevant regulatory authority any Margined Trade and/or Order or other transaction undertaken by you which we suspect may constitute market abuse. You are reminded of your obligation to make appropriate disclosures to the regulatory authorities (in relation to your dealings in options, derivates (which includes spread bets and CFDs) and underlying securities) as required by law or regulatory provisions, for example, in relation to the Takeover Code. For further information see www.thetakeoverpanel.org.uk.

25.7 If we exercise any of our rights under this clause, that will not affect any other rights we might have (under the Terms or at law).

26 Intellectual Property

26.1 The Trading Platform, the Website and any and all information or materials contained in them or which we may supply or make available to you (including any software which forms part of those items), are and will remain our property or that of our service providers (including the providers of real time price data to us). In addition: -

• all copyrights, trademarks, design rights and other intellectual property rights in those items are and will remain our property (or those of third parties whose intellectual property we use in relation to products and services we provide for your Account);
• we supply or make them available to you on the basis that (a) we can also supply and make them available to other persons and (b) we can cease provision of them, but we will only do that if your Account has been closed or if our service providers require us to;
• you must not supply all or part of them to anyone else; and you must not copy all or any part of them;
• you must not delete, obscure or tamper with copyright or other proprietary notices we may have put on any of those items;
• you must only use those items for the operation of your Account in accordance with the Terms;
• if we have provided any materials to you in connection with the Trading Platform you must return those to us on closure of your Account.

26.2 We will use reasonable endeavours to ensure that the Website and the Trading Platform can normally be accessed for use in accordance with the Terms. However: -

• we do not warrant that they will always be accessible or usable;
• we do not warrant that access will be uninterrupted or error free;
• we are entitled to suspend (with or without notice) for any good reason including to carry out maintenance, repair, upgrades or development (though we will endeavour to give you prior notice);
• we are not liable for any losses arising if access is prevented or interrupted due to an Event Outside our Control and/or for maintenance, repair, upgrades or development;
• technical or communication difficulties may be encountered.

26.3 We warrant that we have the right to permit you to use the Trading Platform and the Website in accordance with the Terms.

26.4 We will use reasonable endeavours to ensure that the Website and Trading Platform are free from any virus, but we do not warrant that this will be the case. You must use your own virus protection software.

26.5 You are responsible for ensuring that your information technology is compatible with ours.

26.6 We are required by the providers of real time price data to obtain certain confirmations from you. You confirm in relation to that data (to the extent that we make it available to you) that: -

• you will not distribute, re-publish or otherwise provide that data to any third party in any manner;
• you either act in a personal capacity or on behalf of a corporate or other entity (in which case you are duly authorised to act on its behalf);
• if you act in a personal capacity and you are a registered or qualified professional securities trader or investment adviser, you will use any real time price data to which you have access under the Terms only for the management of your Account;
• the above confirmations will be deemed repeated each time you access the data referred to above.

27 Alteration

27.1 Other than where we have expressly reserved the right in the Terms to make changes we may amend or replace the Terms (including the Product Information Sheets) in whole or in part by giving written notice to you of the changes. We can also amend or replace the Trade and Order Execution Policy in whole or in part by giving written notice to you of the changes. We will only make changes for good reason including as a result of market conditions, changes in the way we operate our business, changes in the services to be provided to you, changes in the cost of providing a service to you and changes in legal or other requirements affecting us. Circumstances in which we may make changes also include:

• as a proportionate response to changes in any tax rates or any market rate or index that is relevant to the business contemplated by the Terms;
• to reflect legitimate increases or reductions in the cost of providing the services to you; and
• to reflect changes in law, regulatory requirements or changes in accepted industry guidance and codes of practice which have as their objective, consumer protection.

Subject to clauses 27.2 and 27.3 the amendments or new Terms apply (including to all Open Positions and unexecuted Orders) as at and after the effective date of the change.

27.2 If you object to any changes (as referred to in clause 27.1), you must tell us in writing within 14 days of the date notice is served on you. If you do not do so, you will be deemed to have accepted them. If you do give us notice that you object, then the changes will not be binding on you, but you will be required to close your Account as soon as reasonably practicable and you will only be permitted to place Margined Trades and/or Orders to close your Account.

27.3 Clause 27 does not affect the rights we have reserved elsewhere in the Terms to make changes.

28 Notices

28.1 This clause does not affect: (a) the way in which you can open and close Margined Trades and Orders, which can only be done by telephone or via the Trading Platform and (b) the manner in which we will send contract notes to you.

28.2 Clauses 28.4 and 28.5 set out the way we can each serve notices on each other. Please note: -

if we are required to serve a notice on you in writing, this means that we will serve that notice by any of the following methods: -

• on paper;
• by fax;
• by e-mail;
• by publication on the Website;
• via the Trading Platform;

provided that in the case of notices sent via e-mail, the Website and/or the Trading Platform, we will ensure that the method of sending enables you to print the notice and/or store the notice for future reference for a reasonable period of time.

Clauses 28.4 and 28.5 apply to the making of Margin Calls or other requests for payment.

28.3 The following apply in relation to the service of notices by each of us: -

• we must send notices to you to your last known home or e-mail address, place of work, fax,  telephone, pager number or other contact details.  In addition, we can serve notices by the other methods referred to in clauses 28.4 and 28.5;
• you must send notices to our Customer Services Team, as follows: -

Telephone Number:    +44 (0)20 3326 2131
Postal Address:            VDM Global Markets Ltd.
29th Floor
One Canada Square
London
E14 5DY

Fax Number:               +44 (0)20 7082 2566
email Address:            info@vdmgm.com

28.4 Subject to clause 28.2 and 28.5 we can both serve notices on each other under the Terms by any of the methods set out in the 1st column of the table below. Unless received sooner, the time at which those notices will be effective is set out in the 2nd column, below:-

28.5 VDM Global Markets can also serve a notice on you by any of the methods referred to in the 1st column of the table below; the time at which that notice will be effective is set out in the 2nd column, below: -

28.6 The Terms will be supplied to you in English, we will communicate in English with you and all documents and information will be provided to you in English.

29 Cancellation and Termination

29.1 You may cancel the services to your Account (in whole, not in part) by serving notice on us within 14 days of the date the Terms start to apply to you (i.e. the day we allocate an Account number to you). To cancel your Account, please write to us at:

VDM Global Markets Ltd.
29th Floor
One Canada Square
London
E14 5DY

We do not accept cancellation notices over the telephone.

• If you cancel your Account with us during the cancellation period we will treat this as an
  instruction to close any Open Positions (at a price we agree with you, or, in the absence of that, at Our Price) and to cancel all Orders. We will return any amounts you deposited with us except for any shortfall and any amount we are entitled to retain under clauses 18 and/or 20.20.  You will not incur any other cancellation fee, charge or penalty. We will pay these amounts to you no later than 30 days after we receive your cancellation notice;
• Shortfall – if on the closure of any of your Margined Trades you have made a loss, you must bear that loss and pay it to us. Profits and losses will be calculated when your Margined Trades are closed.

29.2 If you do not exercise the cancellation right, the Terms will continue until either you or we terminate the Terms in accordance with this clause. There is no minimum duration for the services provided under the Terms.

29.3 In addition to this initial right to cancel, you have a separate and independent right to close your Account (in whole, not in part) by giving us written notice at any time to close your Account. Your Account will be closed as soon as reasonably practicable after we receive notice, all Open Positions are closed, all Orders cancelled and all obligations discharged under the Terms. Please write to us at:

VDM Global Markets Ltd.
29th Floor
One Canada Square
London
E14 5DY

29.4 Other than the termination procedures set out under clauses 29.1 and 29.3, we can terminate the Terms and close your Account at any time by not less than 1 months prior written notice given to you at any time.

29.5 If either of us give notice to cancel or terminate the Terms you will only be entitled to place Margined Trades and Orders or otherwise deal as a Client insofar as necessary to close your Account.

29.6 If the Terms are cancelled or terminated, that will not affect any liability we have to you or you have to us (e.g. amounts we owe each other); also it will not affect any right or remedy you have against us or we have against you. This means in particular that: -

• we can both enforce our rights in relation to Margined Trades (open or closed) and Orders;
• all provisions of the Terms will remain in place to deal with whatever you owe us or we owe you and whatever liabilities, rights or remedies each of us may have. So, for example, the Terms will continue to apply to Margined Trades and Orders  and to calculate amounts payable.

29.7 Following any cancellation or termination, we can retain any money held to meet your liabilities to us under the Terms and as referred to in clauses 18 and/or 20.20.

29.8 Once the Account has been closed, we will send you confirmation that it has been closed and confirm any balance due to you or any amount due to us. If any amount is due to you we will send that to you, (in the manner we normally make payments to you, as referred to in clause 18.2) promptly after your Account has been closed.

30 Limitation of Liability

30.1 Nothing in the Terms shall exclude or limit any liability of VDM Global Markets: -

• arising by reason of its negligence or willful default;
• arising out of its fraud or fraudulent misrepresentation;
• for death or personal injury;
• or duty VDM Global Markets has to you under the rules of the FSA, unless expressly excluded or limited by the Terms in accordance with the rules of the FSA.

30.2 We shall not be liable to you for any losses liabilities or expenses (whether or not reasonably foreseeable) you may suffer or incur: -

• as a result of the exercise of our rights under  clauses 21.3 (Manifest Error) and/or 21.4 (Event Outside our Control and Market Disruption Event);
• if an Event Outside our Control prevents or delays either of us being able to perform the
  Terms (including if the Trading Platform is not accessible or usable or you being unable to
  open or close a Margined Trade and/or Order or give any other instruction);
• as a result of unauthorised access to the Trading Platform by a third party or the corruption of data sent to or by us, unless this has arisen by reason of our negligence (in which case we will pay to you the loss you sustain as a direct result of that negligence);
• if you are unable to communicate with us, for example temporary or permanent loss of internet  or telephone connection (including you being unable to open or close a Margined Trade and/or Order or give any other instruction).

30.3 Internet communications are not secure unless the data being sent is encrypted.

30.4 We do not exclude or limit our liability to you in relation to the matters in clause 30.1. Also, we will pay you amounts we owe you under the Terms. Subject to that, we are not liable to you for any of the following, even if they arise as a result of our breach of the Terms:

• losses, liabilities and expenses which were not  reasonably foreseeable;
• loss of profit or loss of opportunity (including in relation to subsequent Market movements) and whether or not reasonably foreseeable;
• the above exclusions apply even if we had been advised of the possibility that you might incur them and apply in particular to losses, liabilities and expenses (as above) in relation to: -

your Account

• the unavailability of the Trading Platform or the Website;
• anything done or omitted in relation to and/or arising out of the occurrence of a Corporate Action, an Event Outside our Control, Manifest Error or Market Disruption Event;
• any inaccuracy or mistake in any information given to you by another person;
• any Margined Trades and/or Orders or other transactions you make or refrain from making with VDM Global Markets;
• any bets/trades or other transactions you make or refrain from making with any other person;
• the exercise by VDM Global Markets of any of its rights under the Terms or at law.

30.5 If the exclusions and limitations on liability in clauses 30.2 and 30.4 are not acceptable to you, you should not open an Account and should close any Account you have opened.

30.6 When agreeing to accept Margined Trades and Orders and to trade on the Terms and when establishing Our Prices and Spreads VDM Global Markets has done so on the basis that the limitations and exclusions on liability contained in the Terms and in particular in this clause 30 are valid and enforceable. VDM Global Markets does not effect insurance in respect of the liabilities limited and/or excluded under this clause 30. If the limitations and/or exclusions on VDM Global Markets liability in the Terms are not acceptable to you, you should not deal with VDM Global Markets.

31 Waiver, Remedies and Enforceability  

31.1 If you or we do not exercise a right (or delay in doing so) that will not stop either of us exercising that right.

31.2 If you or we decide in a particular instance not to take action in respect of a particular breach of the Terms or not to require compliance with any particular Term, that will not stop either of us: -

• requiring the other to stop the breach concerned and requiring compliance in the future;
• this means in particular in the case of VDM Global Markets, that we can (with or without notice to you) not insist on your compliance with our requirements  under the Terms, for example in relation to Margined Trades, Orders, Margin Requirement and/or Margin – however, if we have not insisted on compliance in the past we can still require full compliance in the future (but we would notify you of that).

31.3 All rights granted to VDM Global Markets are exercisable by VDM Global Markets in its absolute discretion.

31.4 Each of us can (in whole or in part) release, or settle any particular liability of the other owed to it. That will not affect rights in respect of any other liabilities.

31.5 If a Court decides that any part of the Terms is not enforceable, that will not affect any other part of the Terms.

32 Rights of Third Parties

32.1 Each company which is an Associated Company of VDM Global Markets may enforce all the Terms pursuant to the Third Parties Act. A person who is a permitted successor to or assignee of the rights of VDM Global Markets is deemed a party to the Terms and able to enforce them.

32.2 Except as provided in clause 32.1 no provision of the Terms is enforceable under the Third Parties Act by a person who is not a party. This does not affect any right or remedy of such a person which exists or is available apart from under the Third Parties Act.

32.3 Even if the Terms are enforceable by a person who is not a party, the Terms may be varied, amended or modified, or the Terms may be suspended, cancelled or terminated by agreement in writing between VDM Global Markets and the Client or as otherwise provided in the Terms (including clause 27) or rescinded, in each case without the consent of any such third party.

33 Assignment

33.1 You must not assign or transfer the benefit and/or burden of the Terms (in whole or in part).

33.2 VDM Global Markets may assign or transfer the benefit and/ or burden of the Terms (in whole or in part) to any third party including an Associated Company of VDM Global Markets provided that VDM Global Markets gives you at least 30 days written notice of such assignment or transfer and we have not received written notice from you within that 30 day period that you object to such transfer or assignment. In doing so we will comply with the rules of FSA.

34 Entire Agreement

34.1 The documents below set out everything that has been agreed between us relating to your Account: -

the General Terms;

• the Spread Betting Terms (and Market Information Sheets for spread betting) in relation
  to spread betting;
• the CFD Terms (and Product Information Sheets for CFDs) in relation to CFD trading;
• the Margining Terms, in relation to spread betting, FX and CFD trading.

  See also clause 1.2 and note in particular that: -

1. the Terms replace any previous terms between us.
2. nothing, apart from the Terms (and anything else we have agreed in writing with you, as forming part of the contract between us) is part of the contract between us.

34.2 Subject to clauses 1.2 and 34.1, all other terms, conditions and warranties implied by statute or common law are excluded to the fullest extent permitted by law.

35 Definitions

35.1 In addition to expressions defined elsewhere, the following expressions have the meanings set out below: