Customer AgreementPlease read this Agreement carefully as it will govern your relationship with IG Sport. Please also see our Compliance Information and Complaints Handling Procedure. Our Customer Agreement is also available as a PDF: PDFs require Adobe Reader, which is available free from Adobe. 1. Introduction(1) IG Sport ("we", "us", "our", "ours" and "ourselves" as appropriate), is a spread-betting bookmaker authorised and regulated by the Financial Services Authority (registration number 114059). The FSA's registered address is 25 The North Colonnade, London, E14 5HS. In respect of any fixed odds Bets you enter with us, we are licensed and regulated by the Gambling Commission (Licence number 066-002931-R-103650001). Our registered address is Friars House, 157-168 Blackfriars Road, London, SE1 8EZ. Our contact details are: 0800 195 3100 (+44(0)20 7633 5300) and helpdesk@igsport.com. (2) This Agreement will govern all Bets between us and the customer (“you”, "your", "yours" and "yourself" as appropriate). You should read this Agreement carefully together with the Supplementary Documents, Risk Disclosure Notice, Summary Order Execution Policy and Summary Conflicts Policy and any other documents that we have supplied or in the future do supply to you. Your attention is drawn, in particular, to those Terms which are highlighted in italics and to Terms 14, 16, 22, 23(2) and 27, which deal with Manifest Error, deposits and margin payments, our rights on your default, Force Majeure Events, and our rights in the event of a dispute between you and us. (3) Nothing in this Agreement will exclude or restrict any duty or liability owed by us to you under the Financial Services and Markets Act 2000 (the "Act") or the FSA Rules and if there is any conflict between this Agreement and the FSA Rules, the FSA Rules will prevail. (4) It is important to note that, in placing a Bet with us, you are entering into a contract which is legally enforceable by virtue of section 412 (or any other superseding section) of the Act. (5) In this Agreement certain words and expressions have the meanings set out in Term 31. (6) This Agreement will come into effect on the date we open your account, and, for any new versions thereafter, on the date we notify you. This Agreement is supplied to you in English and we will communicate with you in English for the duration of this Agreement. 2. The services we will provide and dealings between you and us(1) This Agreement sets out the basis on which we will enter into Bets with you and governs the operation of your account and each Bet entered into or outstanding between you and us on or after this Agreement comes into effect. Unless we otherwise agree, you will need to enter into a further agreement with us in respect of any other services which we agree to provide to you. Entering into Bets with us carries a high level of risk and can result in losses that exceed your initial deposit. Our Betting service is not suitable for everyone. A full explanation of the risks associated with our Betting service is set out in the Risk Disclosure Notice and you should ensure you fully understand such risks before entering into this Agreement with us. (2) We will act as principal (and bookmaker) and not as agent on your behalf. We shall treat you as a Retail Client subject to the following: (a) if you satisfy the definition of Professional Client or Eligible Counterparty, we may notify you that we will treat you as such; and (i) the requirement for us to act in accordance with your best interests; (3) You will open each Bet with us as principal and not as agent for any undisclosed person. This means that unless we have otherwise agreed in writing, we will treat you as our client for all purposes and you will be directly and personally responsible for performing your obligations under each Bet opened by you, whether you are dealing with us directly or through an agent. If you act in connection with or on behalf of someone else, whether or not you identify that person to us, we will not accept that person as an indirect customer of ours and we will accept no obligation to them unless otherwise specifically agreed in writing. (4) Dealings with you will be carried out by us on an execution-only basis. You agree that, unless otherwise provided in this Agreement, we are under no obligation: (a) to satisfy ourselves as to the suitability of any Bet for you; (5) You will not be entitled to ask us to provide you with advice relating to a Bet or make any statement of opinion to encourage you to enter into a particular Bet. We may, at our absolute discretion, provide information: (a) in relation to any Bet about which you have enquired, particularly regarding procedures and risks attaching to that Bet and ways of minimising risk; and however, we will be under no obligation to disclose such information to you and in the event of us supplying such information, it will not constitute advice or a personal recommendation to you. If, notwithstanding the fact that dealings between you and us are on an execution-only basis, a person employed by us nevertheless makes a statement of opinion (whether in response to your request or otherwise) regarding any Bet, you agree that it will not be reasonable for you to rely on such statement and that it will not constitute advice or recommendation. (6) You acknowledge that information given to you may result in gains or losses and agree that, in the absence of our fraud, wilful default or negligence, we will not be liable to you in any way for any loss that you may incur as a consequence of our having given or not given any information to you. You acknowledge and agree that if, in any given circumstance, we do not positively offer any information in relation to any Bet, that does not imply that we are advising you to take or not to take action in relation to that Bet. (7) You acknowledge that where we give you information in relation to a Bet we, an Associated Company, or some other person connected with us, may have an exposure to, or interest, relationship or arrangement in, or that is material to, the Bet concerned. When we give you information about a Bet we could have matching or opposite Bets or other similar interests on behalf of another client, Associated Company or ourselves. (8) Notwithstanding Terms 2(5) to 2(7), you agree that you rely on your own judgement in opening, closing, or refraining from opening or closing a Bet with us and that we will not, in the absence of fraud, wilful default or negligence, be liable for any losses (including, without limitation, indirect or consequential losses, or loss of opportunity or profits arising from any failure by you to make any anticipated profits), costs, expenses or damages suffered by you arising from any inaccuracy or mistake in any information, or unsuitability of any information, given to you including, without limitation, information relating to any of your Bets with us. You acknowledge and agree that if, in any given circumstance, we do not positively offer any advice or recommend that you take any action in relation to any Bet, that does not imply that we are advising you not to take such action (or any action at all) in relation to that Bet. Subject to our right to void or close any Bet in the specific circumstances set out in this Agreement, any Bet opened by you following such inaccuracy or mistake will nonetheless remain valid and binding in all respects on both you and us. (9) You acknowledge that information contained in the Supplementary Documents is indicative only. If you receive a copy of any of the Supplementary Documents at the time you open your account, you acknowledge that such copy may have become outdated and that at any given time the current version of such Supplementary Document will be the version then displayed on our website(s) and that the Supplementary Documents may be updated from time to time by our publishing new versions on the website(s). It is not our policy to issue a printed copy of the Supplementary Documents to customers unless specifically requested. (10) Without detracting from any other limitation of our liability contained elsewhere in this Agreement, the maximum amount of our liability in respect of any losses that you may suffer in connection with any information given by us regarding a Bet will be limited to four times the amount of Spread payable in respect of that Bet. (11) Whether or not you and we have entered this Agreement by distance means, you are not entitled to cancel this Agreement (but you can terminate it as set out in Term 27(2)). (12) In respect of Financial Spread Bets, we will take all reasonable steps to provide you with best execution in accordance with the FSA rules and our Order Execution Policy when we execute Bets on your behalf. The arrangements we put in place to give you best execution will be detailed in our Order Execution Policy. A Summary Order Execution Policy will be provided on our website, and available in hard copy on request. Unless you notify us to the contrary, you will be deemed to consent to our Order Execution Policy when this Agreement comes into effect. If you do not consent, we may be unable to provide our services to you. We do not owe you a duty of best execution in respect of Sports Spread Bets, or any Fixed Odds Bets or Binary Bets. 3. Conflicts of interest(1) You acknowledge that we and our Associated Companies provide a diverse range of financial services to a broad range of clients and counterparties and circumstances may arise in which we, our Associated Companies, or a Relevant Person may have a material interest in a Bet with or for you or where a conflict of interest may arise between your interests and those of other clients or counterparties or of ourselves. (2) We are required by law to take all reasonable steps to identify conflicts of interests between ourselves, our Associate Companies and Relevant Persons and our clients, or between one client and another, that arise in the course of providing our investment service. The following are examples of such material interests and conflicts of interests: (a) We may effect or arrange for the effecting of a Bet with you or on your behalf in connection with which we, our Associated Companies, or a Relevant Person may have other direct or indirect material interests; (3) We operate a policy of independence which requires our employees to act in your best interests and to disregard any conflicts of interests in providing our services to you. In addition, we have in place organisational and administrative controls to manage the conflicts of interests identified above such that we can be reasonably confident that risks of damage to clients as a result of any conflict will be prevented. These organisational and administrative controls are set out in our Conflicts Policy, a summary of which (our Summary Conflicts Policy) is available on our website or by post on request. (4) Other than the general circumstances set out in Term 3(2) above, we are not under an obligation to disclose that we, our Associated Companies or Relevant Persons have a material interest in a particular Bet with or for you, or that in a particular circumstance a conflict of interest exists, provided we have managed such conflicts in accordance with our Conflicts Policy. Where we do not consider that the arrangements under our Conflicts Policy are sufficient to manage any particular conflict, we will inform you of the nature of the conflict so that you can decide how to proceed. We are not under any obligation to account to you for any profit, commission or remuneration made or received from or by reason of Bets or circumstances in which we, our Associated Companies or a Relevant Person has a material interest or where in particular circumstances a conflict of interest may exist. (5) You acknowledge that you are aware of the possibility that the conflicts disclosed in this Term will arise and consent to us acting notwithstanding such conflict. 4. Our charges and tax(1) We will not charge you commission or any fee for our services. We will instead seek to make our profit on our Spread, which applies when you open and close a Bet. (2) We are responsible for the payment of betting duty in relation to each Bet that you open and, in relation to Bets on horse racing, for payment of the Horse Race Betting Levy. You are not liable for betting duty or for the Horse Race Betting Levy and there are no charges or commissions relating to betting duty payable by you. However, we reserve the right to require you to pay, or reimburse, us for betting duty or the Horse Race Betting Levy in the event of a change in the basis of taxation. We also reserve the right to require you to pay, or reimburse, us for stamp duty in the event of a change in the basis of stamp duty rates or law. (3) We understand that UK tax law currently exempts UK residents from paying capital gains tax on winnings from betting. However, we cannot advise you on tax and, if in any doubt, you should seek your own independent advice. The tax treatment of Bets may differ according to your personal circumstances and, further, tax legislation and the interpretation thereof can change. Tax treatment in jurisdictions other than the UK may be different and we recommend you seek your own independent advice from a person authorised to give such advice in your jurisdiction. (4) We reserve the right to charge you for the provision by us to you of market data (be that raw or derived market data). 5. Providing a quote(1) Upon your request and in accordance with Terms 5(2) and 5(3), we will quote a higher and lower figure for each Index, the difference between the two figures being our "Spread". An indication of the Spread between the higher and the lower figures is, for most types of Index, shown in the information tables contained in the relevant Supplementary Document (the “Information Tables”). However, you acknowledge that we do not guarantee either that the Spread quoted will be of the same size as the example given in the Information Tables or that there will be any limit on how large the Spread may be. You acknowledge that when you close a Bet the Spread may be larger or smaller than the Spread quoted when the Bet was opened. The figures we quote will be in respect of the level of our Index and not the level of an Underlying Market, and you acknowledge that the level of our Index may be different from the level of an Underlying Market. Where there is an Underlying Market and Bets are opened at any time when the Underlying Market is closed, you acknowledge that the Spread may be larger than for Bets opened or closed when that market is open. You undertake and agree not to use our quoted prices for any purpose other than for your own trading purpose, and you agree not to redistribute our prices to any other person whether such redistribution be for commercial or other purposes. (2) Subject to Term 22, you may request a quote to open a Bet or to close all or any part of a Bet at any time during our normal hours of trading for the Index in respect of which you wish to open or close the Bet. We will be under no obligation to but may, at our absolute discretion, provide a quote and accept and act on your offer to open or close a Bet outside our normal hours of trading for the Index to which the Bet relates. We may notify you of certain Indices in respect of which we will not quote, restrictions on the amount for which we will quote, or other conditions that may apply to our quote, but any such notification will not be binding on us. (3) If we choose to provide a quote, as set out in Term 5(2), we may provide such quote either orally by telephone or electronically via the Electronic Betting Services or by such other means as we may from time to time notify to you. Our quoting of a higher and lower figure for each Index (whether by telephone, Electronic Betting Service or otherwise) does not constitute an offer by us to open or close a Bet at those levels. A Bet will be initiated by you offering to open or close a Bet with us on an Index at the level quoted by us. We may, acting reasonably, accept or reject your offer at any time until the Bet has been executed or we have acknowledged that your offer has been withdrawn. A Bet will be deemed to have been opened or closed only when your offer has been received and accepted by us. Our acceptance of an offer to open or close a Bet, and thus the execution of the Bet, will be evidenced by our confirmation of its terms to you. Quotes displayed by us on any television or text service, in any advertisement, or via public pages of our Betting website(s) are for demonstration purposes only. (4) If, before your offer to open or close a Bet is accepted, we become aware that one of the factors set out at Term 5(5) has not been satisfied at the time you offer to open or close a Bet, we reserve the right to reject your offer at the level quoted. If we have, nevertheless, already opened or closed a Bet prior to becoming aware that a factor set out in Term 5(5) has not been met we may, at our absolute discretion, either treat such a Bet as void from the outset or close it at our then prevailing price. However, we may, at our absolute discretion, allow you to open or, as the case may be, close the Bet in which case you will be bound by the opening or closure of such Bet, notwithstanding that a factor in Term 5(5) was not satisfied. (5) The factors referred to in Term 5(4) include the following: (a) the quote must be obtained from us by telephone, via the Electronic Betting Services or by such other means as we may from time to time notify to you; (6) If, upon accepting your offer, we open or close a Bet with a Stake that is larger than the Standard Size for the Index in respect of which the offer is made, the Bet may be subject to special conditions and requirements agreed either at the time that you specify the size of Bet that you wish to place, or subsequent to the placement of the Bet. We reserve the right to refuse any offer to open or close a Bet with a Stake greater than the Standard Size. Our quotation, whether for a Bet with a Stake up to or in excess of the Standard Size, is not guaranteed to be within any specific percentage of any Underlying Market or related market quotation. We will inform you of the Standard Size for any particular Index on request. (7) If, before your offer to open or close a Bet is accepted by us, our quote moves to your advantage (for example, if the price goes down as you buy or the price goes up as you sell) you agree that we can (but do not have to) pass such price improvement on to you. The effect of such action being that the level at which you offer to open or close a Bet will, upon acceptance by us, be altered to the more favourable price. You acknowledge that it is in your best interests for us to alter the level of your offer in the manner contemplated in this Term and you agree that any offer altered in accordance with this Term, once accepted by us, results in a fully binding agreement between us. It is at our complete discretion as to when we will pass on a price improvement to you, but you should note that we will generally only pass on a price improvement when the Index you are trading is volatile. You should also note that we will only pass on a price improvement within allowable limits, and we reserve our right set out in Term 5(3) to reject any offer by you to open or close a Bet. For the avoidance of doubt, this Term does not permit us to alter your offer price if to do so would result in your opening or closing (as the case may be) a Bet at a less favourable price than your offer. 6. Opening a Bet(1) You will open a Bet by "buying" (wagering that a specified Index will go up within a specified period) or "selling" (wagering that a specified Index will go down within a specified period). In this Agreement, a Bet that is opened by "buying" is referred to as an "Up Bet" and a Bet which is opened by "selling" is referred to as a "Down Bet". We may also, in our dealings with you, refer to (a) Up Bets as "longs", "long positions", "buys" and "highs"; and (b) Down Bets as "shorts", "short positions", "sells" and "lows". (2) When you open an Up Bet, the Opening Level will be the higher figure quoted by us for the Index in respect of which the Bet is made and when you open a Down Bet, the Opening Level will be the lower figure quoted by us for the Index in respect of which the Bet is made. (3) A Bet must always be made for a specified number of pounds (£), euros (€), dollars ($) or such other currency as we may agree per point of movement in an Index (the "Stake"), irrespective of the way in which the Index in question is quoted in any relevant Underlying Market. Upon accepting an offer to open a Bet, we will allocate it with a Bet Number that will be notified to you upon our confirming the Bet under Term 13(7). (4) Each Bet opened by you will be binding on you, notwithstanding that by opening the Bet you may have exceeded any credit or other limit applicable to you or in respect of your dealings with us. 7. Multiple Bets(1) Where you have opened an Up Bet in respect of a particular Index and Determination Date and you subsequently open a Down Bet (or we open a Down Bet by executing an Order) in respect of the same Index and Determination Date, at a time when the Up Bet remains open, then unless you instruct us to the contrary (for example, by way of a Force Open, if accepted by us): (a) if the Stake applicable to the Down Bet is less than the Stake applicable to the Up Bet, we will treat the offer to open the Down Bet as an offer to partly close the Up Bet to the extent of the Stake applicable to the Down Bet; (2) Where you have opened a Down Bet in respect of a particular Index and Determination Date and you subsequently offer to open an Up Bet (or we open an Up Bet by executing an Order) in respect of the same Index and Determination Date at a time when the Down Bet remains open, then unless you instruct us to the contrary: (a) if the Stake applicable to the Up Bet is less than the Stake applicable to the Down Bet, treat the offer to open the Up Bet as an offer partly to close the Down Bet to the extent of the Stake applicable to the offer to buy; (3) Terms 7(1) and 7(2) do not apply to Controlled Risk Bets. 8. Closing a Bet(1) Subject to this Agreement and any requirement we may specify in relation to Linked Bets, you may close an open Bet or any part of such open Bet at any time prior to the Determination Date for the Index in respect of which the Bet is made by entering into a further Bet in respect of the same Index and Determination Date, but in the opposite direction. For the purposes of this Agreement references to closing a Bet (other than in the case of Controlled Risk Bets) may be taken as meaning the crystallisation of winnings or losses in the manner set out in Term 7. (2) Details of the Determination Date for Indices will normally be available on our Betting website(s) and may be obtained from our dealers on request. It is your responsibility to make yourself aware of the Determination Date for a particular Index before placing a Bet. Information relating to Determination Dates may also be provided in our Supplementary Documents. (3) You acknowledge and agree that, when you close or partially close a Bet at any time prior to the Determination Date by placing an opposite Bet in the manner contemplated in Term 7 we and you will each treat our respective liabilities in relation to the two concurrent Bets as having been simultaneously discharged to the extent that the Opening Level of the second Bet will be deemed to be the Closing Level of the first Bet, notwithstanding that the result of each Bet on the Determination Date is then unknown, and the first Bet will then be treated by you and by us as being payable in accordance with Term 8(9). (4) If your Bet has not already been closed by the Determination Date for the Index in respect of which the Bet is made, we will close your Bet as soon as we have ascertained the Closing Level of the Bet. The Closing Level of the Bet will (subject to the value of any Automatic Stop Figure, Maximum Make-Up or, if a Controlled Risk Bet, the stop level attached to that Bet) be: (a) the applicable official quotation or value in the relevant Underlying Market (as indicated in the Information Tables) or, where there is no such market, such other measure, factor or indicator as may be relevant; plus or, as the case may be, minus Details of the Spread we apply when a particular Bet is closed are available on request and you acknowledge that it is your responsibility to make yourself aware of any Spread that we apply when you close a Bet. The Spread quoted will reflect prevailing market conditions. (5) We may accept instructions from you to automatically roll over a Bet to the next Determination Date for that Index, so that your Bet does not automatically expire. Alternatively, you may at any time request terms to roll a Bet into the next Determination Date for that Index. Any agreement as to roll over is entirely at our discretion. Where we do effect a roll over for any reason, the original Bet will be closed at or just prior to the Determination Date and will then become due for settlement and a new Bet will be opened at the levels then quoted by us. (6) Where a Bet on a share is of sufficient size that the Stake is in excess of four times Standard Size, or where any number of Bets on Shares together have a Stake in excess of four times Standard Size, then notwithstanding Term 8(5), if such a Bet has not been closed out by the Determination Date then we will automatically roll your position over to the next Determination Date, unless, acting reasonably, we exercise our discretion to close the Bet. (7) In the event that you open a Bet: (a) that expires on a quarterly or monthly market; and For the avoidance of doubt, a share may either be unborrowable from the outset or our brokers or agents may recall from us a share that we have already borrowed against. (8) Our additional rights to void and/or close one or more of your Bets in specific circumstances are set out in Terms 5(4), 10(1), 10(2), 14(1), 16, 19(4), 20, 22, 23(4) and 27. (9) Upon closing a Bet: (a) you will pay us the difference between the Opening Level of the Bet and the Closing Level of the Bet multiplied by the Stake if the Bet is: (i) a Down Bet and the Closing Level of the Bet is higher than the Opening Level of the Bet; or (b) we will pay you the difference between the Opening Level of the Bet and the Closing Level of the Bet multiplied by the Stake if the Bet is a: (i) a Down Bet and the Closing Level of the Bet is lower than the Opening Level of the Bet; or Unless we agree otherwise, all sums payable by you pursuant to Term 8(9)(a) are due and payable immediately upon the Closing Level of your Bet being determined by us and will be paid in accordance with Term 15. Sums payable by us pursuant to Term 8(9)(b) will be settled in accordance with Term 15(3). (10) We reserve the right to alter your Closing Level in accordance with Term 5(7). 9. Electronic Betting Services(1) You represent and warrant that you are aware of all Applicable Regulations that apply to the Electronic Betting Services that you use and that your use of the Electronic Betting Services will comply with all Applicable Regulations and this Agreement as amended from time to time. (2) We have no obligation to accept, or to execute or cancel, all or any part of a Bet that you seek to execute or cancel through an Electronic Betting Service. Without limitation of the foregoing, we have no responsibility for transmissions that are inaccurate or not received by us, and we may execute any Bet on the terms actually received by us. (3) You authorise us to act on any instruction given or appearing to be given by you using the Security Devices and received by us in relation to any Electronic Betting Service you use (“Instruction”). We are not obliged to act on any Instruction, or to execute or otherwise enter into any particular Bet, and need not give any reasons for declining to do so. Unless we agree otherwise with you, you will have no right to amend or revoke an Instruction once received by us. You will be responsible for the genuineness and accuracy, both as to content and form, of any Instruction received by us. You acknowledge that in the event of manifestly erroneous prices or volumes we will have a right to cancel the Bet and such a Bet will not be binding on us. (4) You acknowledge we have the right, unilaterally and with immediate effect, to suspend or terminate (at any time, with or without cause or prior notice) all or any part of any Electronic Betting Service, or your access to any Electronic Betting Service, to change the nature, composition or availability of any Electronic Betting Service, or to change the limits we set on the betting you may conduct through any Betting Service. (5) In accordance with Term 5, all prices shown on any Electronic Betting Service are indicative and are subject to constant change. Access(6) Use of any high speed or automated mass data entry system with any Electronic Betting Service will only be permitted with our prior consent exercised in our sole discretion. (7) Where we permit electronic communications between you and us to be based on a customised interface using a protocol such as FIX, those communications will be interpreted by and subject to any Rules of engagement for such interface protocol that are provided to you. (8) You are required to test any customised interface prior to using it in a live environment and you agree you will be responsible for any errors or failure in your implementation of the interface protocol. (9) If for any reason, we are not able to accept your Instructions through an Electronic Betting Service, we may, without obligation, provide you with further Information advising you that your Instructions can be effected by telephone as an alternative. Use of Electronic Betting Services(10) Where we grant you access to an Electronic Betting Service we shall grant you, for the term of this Agreement, a personal, limited, non-exclusive, revocable, non-transferable and non-sublicenseable license to use the Electronic Betting Services pursuant to the Terms of this Agreement. We may provide certain portions of the Electronic Betting Services under license from third parties, and you will comply with any additional restrictions on your usage that we may communicate to you from time to time, or that are otherwise the subject of an agreement between you and such licensors. (11) We are providing the Electronic Betting Services to you only for your personal use and only for the purposes, and subject to the Terms, of this Agreement. You may not sell, lease, or provide, directly or indirectly, the Electronic Betting Services or any portion of the Electronic Betting Services to any third party except as permitted by this Agreement. You acknowledge that all proprietary rights in the Electronic Betting Services are owned by us or by any applicable third party service providers selected by us providing us with all or part of the Electronic Betting Services, or providing you with access to the Electronic Betting Services, or their respective licensors, and are protected under copyright, trademark and other intellectual property laws and other applicable law. You receive no copyright, intellectual property rights or other rights in or to the Electronic Betting Services, except those specifically set forth in this Agreement. You will protect and not violate those proprietary rights in the Electronic Betting Services and honour and comply with our reasonable requests to protect our and our third party service providers' contractual, statutory and common law rights in the Electronic Betting Services. If you become aware of any violation of our or our third party service providers' proprietary rights in the Electronic Betting Services, you will notify us in writing. Software(12) In the event that you receive any data, information or Software via an Electronic Betting Service other than that which you are entitled to receive pursuant to this Agreement, you will immediately notify us and will not use, in any way whatsoever, such data, information or software. (13) For some Electronic Betting Services software may be downloaded by you on one or more Systems but under no circumstances are you permitted to use the Electronic Betting Service on more than one System at any one time. (14) You will take all reasonable steps to ensure that no computer viruses, worms, software bombs or similar items are introduced into the System or Software you use to access our Electronic Betting Services. (15) We and our licensors (as the case may be) will retain the intellectual property rights in all elements of the Software and such software and databases contained within the Electronic Betting Services and you will not in any circumstances, obtain title or interest in such elements other than as set out in this Agreement. Market Data(16) With respect to any market data or other information that we or any third party service provider provide to you in connection with your use of the Electronic Betting Services, (a) we and any such provider are not responsible or liable if any such data or information is inaccurate or incomplete in any respect; (b) we and any such provider are not responsible or liable for any actions that you take or do not take based on such data or information; (c) you will use such data or information solely for the purposes set forth in this Agreement; (d) such data or information is proprietary to us and any such provider and you will not retransmit, redistribute, publish, disclose or display in whole or in part such data or information to third parties except as required by Applicable Regulation; (e) you will use such data or information solely in compliance with Applicable Regulations; and (f) you will pay such Market Data costs (if applicable, for access to derived data for example) associated with your use of a Electronic Betting Service as we inform you from time to time. Electronic documents(18) You consent to the delivery of confirmations, any other required or optional communication or agreement under any applicable law or regulation and any agreements or changes in the terms and conditions on the Electronic Betting Services, by email, website or other electronic means, subject to compliance with any Applicable Regulations. Any such documents that are delivered to you electronically are deemed to be "in writing". If your signature or acknowledgment is required or requested with respect to any such document and any Authorized User "clicks" in the appropriate space, or takes such other action as may be indicated on the Electronic Betting Services, you will be deemed to have signed or acknowledged the document to the same extent and with the same effect as if you had signed the document manually. You acknowledge your understanding that you have the right to withdraw your consent to the electronic delivery and signature of documents at any time by providing prior written notice. However, if you revoke your consent, your access to the Electronic Betting Services may be restricted or terminated. Records(19) Our records, unless shown to be wrong, will be evidence of your dealings with us in connection with our services. You will not object to the admission of our records as evidence in any legal or regulatory proceedings because such records are not originals, are not in writing or are documents produced by a computer. You will not rely on us to comply with your record keeping obligations, although records may be made available to you on request at our absolute discretion. 10. Betting procedures - general(1) Without prejudice to our right to rely and act on communications from your agent under Term 13(4), we will not be under any duty to open or close any Bet or accept and act in accordance with any instruction if we reasonably believe that such agent may be acting in excess of its authority. In the event that we have opened a Bet before coming to such a belief we may, at our absolute discretion, either close such a Bet at our then prevailing price or treat the Bet as having been void from the outset. Nothing in this Term 10(1) will be construed as placing us under a duty to enquire about the authority of an agent who purports to represent you. (2) We will not be under any duty to open or close any Bet if we reasonably believe that to do so may not be practicable or would infringe any law, rule, regulation or Term. In the event that we have opened a Bet before coming to such a belief we may, at our absolute discretion, either close such a Bet at our then prevailing price or treat the Bet as having been void from the outset. (3) Additional betting procedures are set out in the Supplementary Documents and in any other documents provided by us to you from time to time. Together, these documents constitute our terms of business. In the event of a conflict between the Supplementary Documents and this Agreement, the Supplementary Document(s) (whichever is/are applicable) will prevail. (4) In the event that a situation arises that is not covered under these Terms or the terms of the Supplementary Documents, we will resolve the matter on the basis of good faith and fairness and, where appropriate, by taking such action as is consistent with market practice. (5) Where you offer to place or close a Bet at a stake that is larger than the Standard Size, rather than accepting your offer as a whole, we reserve the right to accept your offer as a series of smaller Bets, each Bet having a different offer/bid price. We also reserve the right to aggregate your Bet with Bets of our other clients, if do to so is in the interests of our clients as a whole. This Term also applies to our execution of an Order on your behalf in accordance with Term 11. Where we rely on this Term, the aggregate opening or closing level for your Bets may differ from your specified offer level or from the price that would have been attained if your Order had been executed as a single Bet or not aggregated with Bets of our other clients. 11. Non-Guaranteed Stop Orders, Limit Orders and Buffer Limits – excluding Binary Bets(1) We may, at our absolute discretion, accept an instruction (being a Stop Order, Limit Order or Buffer Limit, each called an "Order") from you to open or close a Bet (excluding Binary Bets) on an Index when our quote in respect of the relevant Index reaches or goes beyond a level specified by you. You may specify that such an Order is to apply: (a) until the next close of business for the relevant Underlying Market or earlier (a "Day Order"), which, for the avoidance of doubt, will include any overnight trading sessions on the Underlying Market. Please note that a Day Order can usually only be placed if the order is placed by telephone; or We may, at our absolute discretion, accept standing Orders that will apply for some other specified duration. You acknowledge that Orders may not be available on all of our dealing platforms and that we may act on any such Order irrespective of the length of time for which the specified level in relation to that order is reached or exceeded. (2) Details of how each of the Orders work are set out in the Dealing Handbook. It is your responsibility to understand how an Order operates before you place any such Order with us. By placing an Order with us you acknowledge that you understand the terms and conditions attached to such Order. For example, but without limitation, when you place a Buffer Limit with us, you acknowledge that such Buffer Limit allows us to accept your Bet: (a) at a price worse than our quoted bid/offer price at the time you place the Buffer Limit; and/or (b) in a size smaller than the size specified in the Buffer Limit. (3) If we accept an Order then, provided you continue to satisfy the factors referred to at Terms 5(5)(g), (h),(i), (j), (k), (l) and (m) and subject to Term 11(9) we will act on that Order by opening or closing (as the case may be) the Bet to which the Order relates at a level determined in accordance with Terms 11(4) and 11(5) when: (a) in the case of all Orders other than Stop Orders in respect of Order Book Shares, our bid price (in the case of an order to Sell) or our offer price (in the case of an order to Buy), reaches or goes beyond your specified Order level; and (4) You acknowledge that when you place and we accept an Order you are betting with us as principal and not dealing on the Underlying Market. You further acknowledge that the triggering of your Order is linked to our bid and offer prices, not the bid and offer prices on the Underlying Market and that our bid and offer prices may differ from the current bid and offer prices in the Underlying Market. The effect of such is that your Order may be triggered even though (i) the Underlying Market never traded at the level of your Order; or (ii) the Underlying Market did trade at the level of your Order but for such a short period that it would have been impractical to execute an equivalent order in the Underlying Market. (5) When we execute an Order, we will do so within a reasonable time of the Order being triggered and, subject to Term 11(10), we will seek to execute your Order based on the first attainable price that might have been achieved had a similar order (including as to size) been placed on the Underlying Market. Notwithstanding the foregoing, you acknowledge and agree that (a) the first attainable price may differ from your specified Order level; and (b) that it may not be possible to determine what the first attainable price might have been. Accordingly, we do not guarantee that your Order will be executed at your specified level and you acknowledge that the time and level at which Orders are executed will be determined by us, acting reasonably. (6)(a) All Attached GTC Orders relating to Bets that expire on a quarterly or monthly basis will, where you roll over that Bet to the next Determination Date, also be rolled over, unless a specific instruction has been received by us prior to the roll over of the Bet to cancel or amend the Order(s). Please note that when the quarterly or monthly Bet to which the Attached GTC Order relates is rolled over, the level of the rolled Attached Order will be adjusted to reflect any difference (i.e. any premium or discount) between the current level of the Index that is the subject of the old Bet and the corresponding level of the Index that is the subject of the new Bet. (6)(b) All Unattached GTC Orders relating to proposed Bets that expire on a quarterly or monthly basis will not roll over but rather will expire on the Determination Date of the proposed Bet to which the Unattached Order relates. (6)(c) All GTC Orders relating to Bets that expire on a daily basis (whether or not such Order is Attached to an existing bet) will be rolled over unless a specific instruction has been received by us prior to the roll over of the Bet to cancel or amend the Order(s). Please note that when the Order is rolled over it will be rolled over at exactly the same level. For the avoidance of doubt, the Order will not be adjusted in the manner contemplated by Term 11(6)(a). (7) You may, with our prior consent (and such consent will not be unreasonably withheld), cancel or amend the level of an Order at any time before our quote reaches or goes beyond the relevant level. However, once the level has been reached, you may not cancel or amend the Order unless we expressly agree to permit you to do so. (8) If you place an Attached Order: (a) and the Attached Order is capable of closing or partly closing the Bet to which the Attached Order relates, and you subsequently offer to close that Bet prior to the level of the Attached Order being reached, we will treat that offer as a request to cancel the Attached Order. You acknowledge that it is your responsibility to inform us, when you close a Bet, whether you wish any un-triggered Attached Order(s) to remain valid, and that, unless otherwise agreed by us, any un-triggered Attached Order(s) will be cancelled; and (9) For the purposes of determining whether any of the conditions that would require us to act on an Order have been satisfied, we will be entitled (but not obliged), at our absolute discretion, to disregard any prices quoted by us during any pre-market, post-market or intra-day auction periods in the relevant Underlying Market, during any intra-day or other period of suspension in the relevant Underlying Market, or during any other period that in our reasonable opinion may give rise to short-term price spikes or other distortions. (10) Where you offer to place or close a Bet at a stake that is larger than the Standard Size, rather than accepting your offer as a whole, we reserve the right to accept your offer as a series of smaller Bets, each Bet having a different offer/bid price. This Term also applies to our execution of an Order on your behalf that results in a Bet being opened or closed at a stake that is larger than the Standard Size. Where we rely on this Term, the aggregate opening or closing level for your Bets may differ from your specified offer level or from the price that would have been attained if your Order had been executed as a single Bet. 12. Limits on wins and lossesAutomatic Stop Figures (1) If you have opened a Deposit Account then any Sports Bet (other than a Sports Bet to which a Maximum Make-Up applies and excluding Binary Bets) which you open will, unless we agree otherwise, be subject to the following terms: (a) an "Automatic Stop Figure" will apply to the Bet, which is the maximum number of points away from the Opening Level at which the Bet will be treated as being capable of closing. The applicable Automatic Stop Figure will be notified to you on your request. You acknowledge that it is your responsibility to make yourself aware of any Automatic Stop Figure applicable to your Sports Bet; Controlled Risk Bets(2) We may, at our absolute discretion, invite you to offer to open a "Controlled Risk Bet" on some Indices. (a) If you offer to open and we accept a Controlled Risk Bet, the Bet will be automatically closed when our quote for the relevant Index reaches or goes beyond the level requested by you and agreed to by us. The level that we agree to may differ according to conditions in the Underlying Market and/or the size of your Bet. Maximum Make-Ups(3) Some Sports Bets are subject to a maximum limit ("Maximum Make-Up") on the Closing Level. Details of Sports Bets which are subject to a Maximum Make-Up and the level of such Maximum Make-Ups are available on request. You acknowledge that it is your responsibility to make yourself aware of any Maximum Make-Up which is applicable to your Bets. 13. Communications(1) An offer to open or close a Bet (including an Order) must be made by you, or on your behalf: orally by telephone; via the Electronic Betting Service; or in such other manner as we may specify from time to time. If your usual mode of communicating with us is unavailable for any reason, you should attempt to use one of the other modes of acceptable communication set out at the beginning of this paragraph. For example, if you usually place Bets via the Electronic Betting Service, but for some reason our Electronic Betting Service is not in operation, you should contact us via the telephone to open or close Bets. Written offers to open or close a Bet, including offers sent by fax or email (including a secure email sent via the Electronic Betting Service) or text message, will not be accepted. Any communication that is not an offer to open or close a Bet must be made by you, or on your behalf: orally, by telephone or in person; in writing, by email, post, fax; or in such other manner as we may specify from time to time. If sent to us by post or by fax, a communication must be sent to our head office, and if sent by email it must be sent to an email address currently designated by us for that particular purpose. Any such communication will only be deemed to have been received by us upon our actual receipt thereof. (2) If we receive an offer to place or close a Bet other than in accordance with Term 13(1), we may accept and act upon such offer at our absolute discretion and will not be responsible for any loss, damage or cost which you suffer or incur arising out of any error, delay or omission in acting upon such offer. (3) If at any time you are unable, for whatever reason, to communicate with us or you do not receive any communication sent by us under this Agreement we will not: (a) be responsible for any loss, damage or cost caused to you by any act, error, delay or omission resulting therefrom where such loss, damage or cost is a result of your inability to open a Bet; and (4) You acknowledge and agree that any communication transmitted by you or on your behalf is made at your risk and you authorise us to rely and act on, and treat as fully authorised and binding upon you, any communication (whether or not in writing) that we reasonably believe to have been made or transmitted by you or on your behalf by any agent or intermediary whom we reasonably believe to have been duly authorised by you. You acknowledge that we will rely on your account number and/or password to identify you and agree that you will not disclose these details to any person who is not duly authorised by you. If you suspect that your account number and/or password has been learnt or may be used by any other person that you must notify us immediately. (5) You agree that we may record our telephone conversations with you. Such records will be our sole property and you accept that they will constitute evidence of the communications made. (6) You agree that in the event of a dispute over any communication (including a dispute as to whether a Bet was ever opened), we may close the actual or alleged Bet in accordance with Term 23(4). (7) We will confirm each Bet that we open for you. (a) If you open or close a Bet via the Electronic Betting Service, you should receive an on-screen message setting out the details of the Bet. In the event that you believe any of those details to be inaccurate you should contact us as soon as possible and in any event within thirty minutes of receiving the message. The on-screen message does not constitute our formal confirmation of the Bet, which we will send to you in writing by email, post or fax. We will also post confirmation of the Bet to the Electronic Betting Service, where we will provide an updated statement, which will only be accessible by you. (8) We may communicate with you by telephone, letter, fax, text or email and you consent to us telephoning you at any time whatsoever. (9) Unless you expressly specify otherwise, you agree that we may send the following notices to you by email and/or by posting them on the Electronic Betting Service where they are accessible only to you: (a) all statements and formal confirmations; We will not send you a paper copy of a Message sent to you by email. Sending a Message to you by email fully complies with all our obligations under the Agreement and the FSA Rules. (10) Other than as set out at Term 13(9) above, all correspondence, documents, written notices, confirmations and statements will be sent or transmitted to you at the address, fax number, text number, or email address specified on your account opening form or to such other address or number as you may subsequently notify to us. Any correspondence, document, written notice, confirmation or statement will be deemed to have been properly given: (a) if sent by post to the address last notified by you to us, on the next business day after being deposited in the post; (11) It is your responsibility to ensure that we have been notified of your current and correct address and contact details. Any change to your address or contact details must be notified to us immediately in writing unless we agree to another form of communication. (12) We are required by law to provide you with certain information about us, our services, our Bets, our costs and charges along with copies of our Summary Order Execution Policy and Summary Conflicts Policy. You specifically consent to us providing you with this information by means of our website. Costs and charges will be disclosed in our Dealing Handbook. Our Summary Order Execution Policy, Summary Conflicts Policy and Risk Disclosure Notice will be provided under the "Apply for an Account" tab of our website. (13) Although email, the internet, Electronic Betting Services and other forms of electronic communication are often a reliable way to communicate, no electronic communication is entirely reliable or always available. You acknowledge and accept that a failure or delay by you to receive any communication from us sent by email, text message or otherwise whether due to mechanical, software, computer, telecommunications or other electronic systems failure, does not in any way invalidate or otherwise prejudice that communication or any Bet or transaction to which it relates. We will not be liable to you for any loss or damage, howsoever caused, arising directly or indirectly out of a failure or delay by you or us to receive an email or other electronic communication. Further, you understand and accept that emails, text messages and other electronic communications we send to you may not be encrypted and therefore may not be secure. (14) You acknowledge that there is an inherent risk that communications by electronic means may not reach their intended destination or may do so later than intended for reasons outside our control. You accept this risk and agree that a failure or delay by us to receive any offer or communication from you sent electronically, whether due to mechanical, software, computer, telecommunications or other electronic systems failure, does not in any way invalidate or otherwise prejudice that offer or communication or any Bet to which it relates. If, for any reason, we are unable to accept your offer electronically, we may, without obligation, provide you with further information advising you that your offer can be made by telephone as an alternative. 14. Deposits and Margin(1) From time to time we may require you to provide deposits and margin which may only be provided in the form of cleared funds in our bank account, unless, by separate written agreement, we accept other assets from you as collateral for a deposit or margin payment. If assets other than cash are accepted, we will be entitled to realise such assets, in circumstances as defined in the separate agreement. In the event that any applicable debit card authority or other paying agent declines to transfer funds to us for any reason whatsoever then we may, at our absolute discretion, treat any Bet entered into by us in reliance upon receipt of those funds as void from the outset or close it at our then prevailing price, and recover any losses arising from the voiding or closure of the Bet from you. We reserve the right to stipulate the method of payment to be used by you. (2) In making any calculation of the deposit or margin that we require from you under this Term 14, we may, at our absolute discretion, have regard to your overall position with us including any of your net unrealised losses (ie. losses on open positions). (3) If a written demand is Communicated to you it will be deemed to have been made as soon as you are deemed to have received such notice in accordance with Term 13(10). We will also be deemed to have Communicated a valid demand to you if: (a) we have left a voice message on a message facility attached to any of the telephone numbers we have listed as current telephone numbers on your account requesting you to contact us and you have not done so within a reasonable time after we have left such message; or Any message that we leave for you requesting you to contact us should be regarded by you as extremely urgent unless we specify to the contrary when we leave the message. You acknowledge and accept that what constitutes a reasonable time in the context of Term 14 may be influenced by the state of the Underlying Market and that, according to the circumstances, that could be a matter of minutes or even immediately. (4) It is your responsibility to notify us immediately of any change in your contact details and to provide us with alternative contact details and ensure that our calls for deposit or margin will be met if you will be uncontactable at the contact address or telephone number notified to us (for example because you are travelling or are on holiday). We will not be liable for any losses, costs, expenses or damages incurred or suffered by you as a consequence of your failure to do so. (5) You acknowledge: (a) that it is your responsibility to be aware of, and further that you agree to pay, both the deposit and margin required at all times for all Bets that you open with us; (b) that your obligation to pay margin will exist whether or not we contact you regarding an outstanding margin obligation; and (c) that your failure to pay any deposit or margin required in relation to your Bets will be regarded as an Event of Default for the purposes of Term 16. Deposits(6) Unless otherwise agreed by us on the business day on which you open a Bet, you will pay a deposit in respect of each Bet, which will be due and payable immediately upon opening the Bet. When you open a Bet the amount of deposit payable by you will be the amount which we notify to you (which will be set by us at our absolute discretion) or if we do not notify you of the amount: (a) the amount of the Stake multiplied by the deposit factor specified in respect of that Bet in the Information Tables or as otherwise specified in advance to you by us; or (i) if the Bet is a Financial Bet, the amount of the Stake multiplied by 10% of the Opening Level of the Bet; or (7) If we agree that you are not obliged to pay a deposit on opening a Bet, we may nevertheless require payment of a deposit in respect of that Bet at any time thereafter. We will at any time be entitled to require you to make additional deposit payments on open Bets. You agree that, regardless of the normal way in which you and we communicate, we will be entitled to notify you of an increase to deposit payments by any of the following means: post, fax, email, text message, our Electronic Betting Service or by posting notice of the increase on our website. Margin(8) Unless otherwise agreed by us on the business day on which you open a Bet, you will immediately, make margin payments sufficient to provide us with an amount which, when a movement adverse to your Bet has taken place, you would lose on the Bet if it was closed on the basis of our current quotation for the Index concerned. (9) Where, following margin payment becoming due and/or a margin call being made, positive movements in your open Bets result in you no longer being marginable, we may, at our absolute discretion, deem that the margin payment is no longer due or the margin call to have been satisfied. 15. Payments and set-off(1) All payments to be made under this Agreement (other than payments under Terms 14(6) and 14(8) that are due and payable in accordance with those Terms respectively) are due immediately on our Communicating a demand. All payments must be paid by you, and must be received in full by us for value, by (a) where the demand is Communicated before 12 noon on any day, not later than 12.00 midday on the business day following the day on which our demand (including our deemed demand in accordance with Terms 14(6) and 14(8)) is Communicated; or (b) where the demand is Communicated after 12.00 midday on any day, not later than 4.00 pm on the business day following the day on which our demand (including our deemed demand in accordance with Terms 14(6) and 14(8)) is Communicated. These timeframes are subject to the rules of any Underlying Market that have been advised to you by us in the event that the Underlying Market requires payment of margin to be made sooner. (2) Subject to Term 15(2)(b) below, you may make any payment to us by debit card, direct debit or direct bank transfer for value within 24 hours (e.g. by CHAPS or SWIFT payment). Our failure on one or more occasions to enforce or exercise our rights to insist on immediate payment of margin or deposit will not amount to a waiver or bar to enforcement of that right. We may also permit you to make a payment due under this Agreement or in relation to any Bet to us by credit card, but if we do so we reserve the right to levy an administrative charge. (a) At our discretion, we may accept payments from you made by cheque. Cheques should be crossed and made payable to IG Sport or such other payee as we may notify you of and your account number should be marked clearly on the reverse. Cheques presented in settlement of deposit and margin requirements must, unless otherwise agreed, be drawn on a United Kingdom clearing bank. Where you make a deposit or margin payment by cheque we may decline to treat such payment of deposit or margin as having been made for the purpose of Terms 14(6) and 14(8) until we have received cleared funds in our bank account. (3) Deposits and margin payments and any other payments due will, unless otherwise agreed or specified by us, be required in pounds, dollars or euros. When we consider it necessary, or when requested by you, we may convert money standing to your credit or paid by you to us in one currency to another currency. Such conversions will be made at an exchange rate within +/-0.5% of the prevailing market rate at the time of the conversion. You should be aware that some Bets will result in profit/loss being accrued and realised in a Currency other than the designated Base Currency of your account. The Dealing Handbook will specify the Currencies in which various Bets are denominated, or alternatively such information is available from our dealers on request. Where you enter into such a Bet, by default, the profit/loss accruing from that Bet will remain in the same Currency as the Bet is denominated in, therefore exposing you to foreign currency risk. From time to time (for example in your statements), we may provide information to you which presents your multicurrency balances in the equivalent value of your Base Currency, using the rates prevailing at the time the information is produced. However you should note that the balances have not been physically converted and that the presentation of the information in your Base Currency is for information only. We will convert balances to your Base Currency upon your request and at a rate not more than +/-0.5% of the spot rate then prevailing. At our discretion we may also agree to convert balances automatically at a frequency to be agreed between you and us from time to time. (4) Subject to Terms 15(5) and 15(6) and our right to set such sums off against any deposits, margin calls or charges which are outstanding, money standing to the credit of your account will be remitted to you if requested by you. Where you do not make such a request, we will be under no obligation to, but may at our absolute discretion, remit such monies to you. All bank charges howsoever arising will, unless otherwise agreed, be for your account. The manner in which we remit monies to you will be at our absolute discretion, having utmost regard to our duties under law regarding the prevention of fraud and money laundering. We will normally remit money in the same method and to the same place from which it was received. However, in exceptional circumstances we may, at our absolute discretion, consider a suitable alternative. (5) Without prejudice to our right to require immediate payment from you in accordance with Terms 15(1) and 15(2), we will at any time have the right to set off any losses incurred in respect of, or any debit balances in, any of your accounts against sums held by us for or to your credit on any other account (including any joint account and any account held with an Associated Company of ours) in which you have an interest. If any loss or debit balance exceeds all amounts so held, you must forthwith pay such excess to us whether demanded or not. You authorise us to set off sums held by us for or to your credit in a joint account against losses incurred by the joint account holder. You also authorise us and our Associated Companies to set off any losses incurred in respect of, or any debit balances in, any account held by you with an Associated Company against any credit on your account(s) (including a joint account) with us. (6) We will be under no obligation to pay any money to you if that would reduce your credit balance (less running losses) to less than the deposit and margin payments required on your open Bets. Subject thereto and to Terms 15(5) and 16, the money requested by you will, if you are entitled to it, be sent to you by first class mail not later than the next business day or in such other manner as we may agree. (7) You will pay interest to us on any sums due in respect of any Bet that you fail to pay on the due date. Interest will accrue on a daily basis from the due date until the date on which payment is received in full, at a rate not exceeding 4% above the applicable central bank’s base rate from time to time and will be payable on demand. 16. Default and default remedies(1) Each of the following constitutes an "Event of Default": (a) your failure to make any payment (including any deposit or margin payment) to us or to an Associated Company of ours in accordance with Term 15; (2) If an Event of Default occurs in relation to your account(s) with us or in relation to any account(s) held by you with any Associated Company of ours, we may at our absolute discretion at any time and without prior notice: (a) close all or any of your Bets at a Closing Level based on the then prevailing quotations or prices in the relevant Underlying Markets or, if none, at such levels as we consider fair and reasonable; (3) If we take any action under Term 16(2), unless at our absolute discretion we consider it necessary or desirable to do so without prior notice by you, we will where reasonably possible take steps to advise you before exercising such rights. However, any failure on our part to take such steps will not invalidate the action taken by us under Term 16(2). (4) You acknowledge that: (a) where you have failed to pay a deposit or margin call in respect of one or more Bets five business days after such payment becomes due, we are (except as provided in Term 16(5) below) obliged to close out such Bets; and (i) close any or all of such Bets; and (I) movements in the relevant Indices have resulted in your positions being brought back within your credit limit (and we have waived any deposit or margin calls made upon you); or (5) Subject to the FSA Rules, in the event of your failing to meet a demand for deposit or margin or your being in excess of any credit limit placed on your account, we may exercise our reasonable discretion to allow you to continue to place Bets with us, or allow your open Bets to remain open, but this will depend on our assessment of your financial circumstances. (6) You acknowledge that, if we agree to allow you to continue to place Bets or to allow your open Bets to remain open under Term 16(5), this may result in your incurring further losses. 17. Client money(1) We will treat money received from you or held by us on your behalf in accordance with the Client Money Rules. (2) We may place money received from you in a qualifying money market fund, as defined in the Client Money Rules. As a result, any money will not be held in accordance with the Client Money Rules and the units in the relevant fund will be held in accordance with the FSA’s rules on custody. Please let us know if you do not wish your money to be placed in a qualifying money market fund. (3) You agree and acknowledge that we may hold client money on your behalf with an approved bank in a client bank account located outside the EEA or pass money held on your behalf to an intermediate broker, settlement agent or OTC counterparty located outside the EEA. The legal and regulatory regime applying to any such approved bank or person will be different from that of the United Kingdom and EEA and in the event of the insolvency or any other equivalent failure of that approved bank or person, your money may be treated differently from the treatment which would apply if the money was held with an approved bank in an account in the United Kingdom or EEA. We will not be liable for the solvency, acts or omissions of any third party referred to in this sub-clause. (4) It is not our policy to pay interest to you on any of your money that we hold and by entering into this Agreement you acknowledge that you are waiving any entitlement to interest on such money under the Client Money Rules or otherwise. (5) You agree that, in the event that there has been no movement on your account balance for a period of at least six years (notwithstanding any payments or receipt of charges, interest or similar items) and we are unable to trace you despite having taken reasonable steps to do so, we may cease to treat your money as client money and accordingly release any client money balances from the segregated account. Where we agree – money received from you not subject to Client Money Rules(6) Following appropriate disclosure of the risks by us to you, you and we may agree that you do not require money which is transferred by you to us to be held in accordance with the Client Money Rules. Any such agreement must be in our agreed form and signed by you and may be provided to us by fax or by scanned copy sent to us by email. Following such an agreement, we will treat any transfer of money by you to us as a transfer of full ownership of money to us for the purpose of securing or covering your present, future, actual, contingent or prospective obligations, and we will not hold such money in accordance with the Client Money Rules. Any money received by us from you or a third party for your account will be owed by us to you, even where we are acting as your agent. Because the Client Money Rules will not apply, you no longer have a proprietary claim over money transferred to us, and we can deal with it in our own right. We will transfer an equivalent amount of money back to you where, in our discretion, we consider that the amount of money you have transferred to us is more than is necessary to cover your present and future obligations to us. In determining the amount of collateral and the amount of our obligations to you, we may apply such methodology (including judgements as to the future movement of markets and values), as we consider appropriate, consistent with this Agreement. 18. Indemnity and liability(1) Subject always to Term 1(3), you will indemnify us, and keep us indemnified on demand in respect of all liabilities, losses or costs of any kind or nature whatsoever that may be incurred by us as a direct or indirect result of any failure by you to perform any of your obligations under this Agreement or in relation to any Bet or in relation to any false information or declaration made either to us or to any third party. (2) To the extent permitted by law, you will indemnify, protect and hold us harmless from and against all losses, liabilities, judgements, suits, actions, proceedings, claims, damages and/or costs resulting from or arising out of any act or omission by any person obtaining access to your account by using your designated account number, user name and/or password, whether or not you authorised such access. (3) Without prejudice to any other Terms of this Agreement, we will have no liability to you in relation to any loss that you suffer as a result of any delay or defect in or failure of the whole or any part of our Betting website(s) or any systems or network links or any other means of communication. We will have no liability to you, whether in contract or in tort (including negligence) in the event that any computer viruses, worms, software bombs or similar items are introduced into your computer hardware or software via our internet website(s), provided that we have taken reasonable steps to prevent any such introduction. (4) Unless we are prohibited from excluding such liability by law (for example, for losses relating to death or personal injury or caused by our fraud), we will not be liable for any direct, indirect, incidental, special, punitive or consequential damages (including, without limitation, loss of business, loss of profits, failure to avoid a loss, loss of data, loss or corruption of data, loss of goodwill or reputation) caused by any act or omission of ours under this Agreement. (5) If and to the extent that we are found liable for any losses or damages in relation to a Bet then, unless we are prohibited from limiting such liability by law, the maximum amount of our liability will be limited to four times the amount of Spread paid or payable by you in respect of that Bet. 19. Representations and warranties(1) You represent and warrant to us, and agree that each such representation and warranty is deemed repeated each time you open or close a Bet by reference to the circumstances prevailing at such time, that: (a) the information provided to us in your application form and at any time thereafter is true and accurate in all respects; (2) This Agreement contains the entire understanding between the parties in relation to the Betting services offered by us. (3) In the absence of fraud, wilful default or negligence, we give no warranty regarding the performance of our website(s), our Electronic Betting Services or other software or their suitability for any equipment used by you for any particular purpose. (4) Any breach by you of the warranties in Term 19(1) above renders any Bet voidable or capable of being closed by us at our then prevailing prices, at our absolute discretion. 20. Market abuse(1) We will frequently hedge our liability to you by opening analogous positions with other institutions or in the Underlying Market. The result of our doing this is that when you bet on an Index with us your Bets can, through our hedging, exert a distorting influence on the Underlying Market for that Index, in addition to the impact that it might have on our own prices. This creates a possibility of market abuse and the function of this Term is to prevent such abuse. (2) You represent and warrant to us now, and agree that each such representation and warranty is deemed repeated each time you open or close a Bet that: (a) you will not place and have not placed a Bet or Bets with us relating to a particular Index price if to do so would result in you, or others with whom you are acting in concert together, having an exposure to the price of the underlying financial instrument which is equal to or exceeding the amount of a declarable interest in the relevant financial instrument. For this purpose the level of a declarable interest will be the prevailing level at the material time, set by law or by the stock exchange(s) or other exchange upon which the underlying financial instrument is traded; and (i) a placing, issue, distribution or other analogous event; or (c) you will not place and have not placed a Bet that contravenes any primary or secondary legislation or other law against insider dealing or market manipulation. For the purposes of this clause you agree that we may proceed on the basis that when you open or close a Bet with us on a share price you may be treated as dealing in securities within the meaning of Part V of the Criminal Justice Act 1993. (3) In the event that (a) you place any Bet in breach of the representations and warranties given in Term 20(2) above, or (b) we have grounds for suspecting that you have done so, we may at our absolute discretion and without being under any obligation to inform you of our reason for doing so close that Bet and any other Bets that you may have open at the time and also at our absolute discretion: (a) enforce the Bet or Bets against you if it is a Bet or Bets under which you have lost money to us; or (4) You acknowledge that Bets are speculative instruments and you agree that you will not enter into any Bets with us in connection with any corporate finance style activity. (5) You acknowledge that it would be improper for you to deal in the Underlying Market if the sole purpose of such a transaction was to impact on our bid or offer prices, and you agree not to conduct any such transactions. 21. CreditDetails of any credit arrangement that may be available to you are or will be set out in, and will be subject to, such terms, conditions and limits as may be agreed with you in separate correspondence. We reserve the right to alter any credit arrangements agreed with you at any time. You acknowledge that when you deal with us on credit, neither any limit set on your account nor any amount of margin you have paid puts any limit on your potential losses in respect of a Bet. Your financial liability to us may exceed the level of any credit or other limit placed on your account. 22. Force Majeure Events(1) We may, in our reasonable opinion, determine that an emergency or an exceptional market condition exists (a “Force Majeure Event”), in which case we will, in due course, inform the FSA and take reasonable steps to inform you. A Force Majeure Event will include, but is not limited to, the following: (a) any act, event or occurrence (including, without limitation, any strike, riot or civil commotion, act of terrorism, war, industrial action, acts and regulations of any governmental or supra national bodies or authorities) that, in our opinion, prevents us from maintaining an orderly market in one or more of the Indices in respect of which we ordinarily accept Bets; (2) If we determine that a Force Majeure Event exists we may at our absolute discretion without notice and at any time take one or more of the following steps: (a) increase your deposit or margin requirements; 23. Queries, complaints and disputes(1) If you have a query about any Bet or your account generally you should refer it to our Customer Services Department. If the query can not be resolved adequately, our Customer Services Department will reclassify the query as a complaint and refer the matter to our Compliance Department for investigation in accordance with our complaints handling procedure. (2) If you have a complaint against us, you must advise our Customer Services Department of the complaint immediately. Our Customer Services Department will refer the complaint to our Compliance Department for investigation in accordance with our complaints handling procedure. (3) A copy of our complaints handling procedure may normally be found on our website(s) and is available on request. If you are dissatisfied with the result of our Compliance Department’s investigation or with any action taken by us as a result thereof, in respect of Spread Bets you may be able to refer the complaint to the Financial Ombudsman Service for further investigation. In respect of Binary/Fixed Odds Bets or any other form of bet that we may enter into with you other than Spread Bets you may be able to refer the matter to the Independent Betting Arbitration Service (IBAS) for arbitration. See our complaints handling procedure for further details. (4) Without prejudice to any of our other rights to close a Bet under this Agreement, in any case where we are in dispute with you over a Bet or alleged Bet or any communication relating to a Bet, we may, at our absolute discretion and without notice, close any such Bet or alleged Bet, where we reasonably believe such action to be desirable for the purpose of limiting the maximum amount involved in the dispute and we will not be under any obligation to you in connection with any subsequent movement in the level of the Index concerned. If we close one or more of your Bets under this Term such action will be without prejudice to our right to contend in relation to any dispute that such Bet had already been closed by us or was never opened by you. We will take reasonable steps to inform you that we have taken such action as soon as practicable after doing so. Where we close a Bet or alleged Bet in accordance with this Term, the closing will be without prejudice to your rights: (a) to seek redress or compensation for any loss or damage suffered in connection with the disputed or alleged Bet or communication, prior to the closing; and (5) We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim. Most types of investment business are covered for 100% of the first £30,000 and 90% of the next £20,000, so the maximum compensation is £48,000. Further information about compensation arrangements is available from the Financial Services Compensation Scheme. 24. Miscellaneous(1) We reserve the right to close or suspend your account at any time. (3) Our rights and remedies under this Agreement are cumulative, and our exercise or waiver of any right or remedy will not preclude or inhibit the exercise of any additional right or remedy. Our failure to enforce or exercise any right under this Agreement will not amount to a waiver or bar to enforcement of that right. (4) We may assign the benefit and burden of this Agreement to a third party, in whole or in part, provided that any assignee agrees to abide by the Terms of this Agreement and subject to the approval of the FSA. Such assignment will come into effect 10 business days following the day you are deemed to have received notice of the assignment in accordance with Term 13(10). You agree that you will not assign the benefit and burden of this Agreement, whether in whole or in part, to any third party without our prior written consent. (5) You acknowledge and agree that the copyrights, trade marks, database and other property or rights in any information distributed to or received by you from us (including, but not limited to, our prices), together with the contents of our websites, brochures and other material connected with our spread betting service and in any database that contains or constitutes such information, will remain our sole and exclusive property or that of our Licensors or any third party identified as being the owner of such rights. (6) You agree that you will not permit or facilitate, and will take steps to prevent, any sale, dissemination, re-distribution or re-publication of the information referred to in Term 24(5) to any third party. (7) If any Term of this Agreement (or any part of any Term) is held by a court of competent jurisdiction to be unenforceable for any reason then such Term will, to that extent, be deemed severable and not form part of this Agreement, but the enforceability of the remainder of this Agreement will not be affected. (8) You will be responsible at all times for the payment of all taxes due and for providing any relevant tax authority with any information relating to your dealings with us. You agree that if we provide you with any information or express any opinion in relation to the tax treatment of your dealings with us it will not be reasonable for you to rely upon any such statement and it will not constitute tax advice. 25. Amendment and termination(1) We may amend this Agreement and any arrangements made hereunder at any time by written notice to you (and such notice may, for the avoidance of doubt, be provided to you by email). Any amendment to this Agreement will come into effect on the date specified by us which will, in most cases, be at least 10 business days after you are deemed to have received notice of the amendment in accordance with Term 13(10) (unless it is impracticable in the circumstances to give 10 days’ notice). Any amended agreement will supersede any previous agreement between us on the same subject matter and govern any Bet entered into after, or outstanding on, the date the new edition comes into effect. (2) This Agreement and any arrangements hereunder may be suspended or terminated by either party at any time upon giving the other party written notice of suspension or termination which will take effect immediately, unless otherwise specified in the notice. Any such suspension or termination will not affect any obligation which may already have been incurred by either of party in respect of any outstanding Bets or any legal rights or obligations that may already have arisen under the Agreement or any dealings made thereunder. 26. Governing law(1) This Agreement and each Bet entered into between us and you is in all respects governed by English law and the courts of England and Wales will have non-exclusive jurisdiction to settle any disputes that may arise in relation thereto. Nothing in this Term 26 will prevent us from bringing proceedings against you in any other jurisdiction. (2) If you are situated outside England and Wales, process by which proceedings in England are begun may be served on you by being delivered to the address provided by you when you opened your account or to any new address subsequently notified to us. Nothing in this Term affects our right to serve process in another manner permitted by law. 27. Manifest Error(1) We reserve the right to, without your consent, either void from the outset or amend the terms of any Bet containing or based upon a Manifest Error. If, in our discretion, we choose to amend the terms of the Manifestly Erroneous Bet, the amended level will be such level as we reasonably believe would have been fair at the time the Bet was entered into. A "Manifest Error" is any error that we believe to be obvious or palpable. In deciding whether an error is a Manifest Error we may take into account any relevant information including, without limitation, the state of the Underlying Market at the time of the error or any mistake in, or lack of clarity of, any information source or pronouncement upon which we base our quoted prices. Any financial commitment that you have entered into or refrained from entering into in reliance on a Bet with us will not be taken into account in deciding whether or not there has been a Manifest Error. (2) In the absence of wilful default or fraud by us we will not be liable to you for any loss, cost, claim, demand or expense following a Manifest Error. In the event that a Manifest Error is made by any information source, commentator or official upon whom we reasonably rely we will not, in the absence of wilful default or fraud by us, be liable to you for any loss, cost, claim, demand or expense. 28. Adjustments and takeovers(1) If any Financial Index becomes subject to possible adjustment as the result of any of the events set out in Term 28(2) below (a "Corporate Event") affecting a related financial instrument, we will determine the appropriate adjustment, if any, to be made to the size and/or value and/or number of the related Bet(s) (and/or to the level of any Order) to account for the diluting or concentrating effect necessary to preserve the economic equivalent of the rights and obligations of the parties in relation to that Bet immediately prior to that Corporate Event, to be effective from the date determined by us. (2) The events to which Term 28(1) refers are the declaration by the issuer of a financial instrument (or, if the financial instrument is itself a derivative, the issuer of the security underlying that instrument) of the terms of any of the following: (a) a subdivision, consolidation or reclassification of shares, a share buy-back or cancellation, or a free distribution of shares to existing shareholders by way of a bonus, capitalisation or similar issue; (3) Any adjustment to the size and/or value and/or number of any Bet(s) (and/or to the level of any Order) will be determined reasonably and will be conclusive and binding upon you. We will inform you of any adjustment or amendment under this Term as soon as reasonably practicable. (4) If at any time a takeover offer is made in respect of a company, then at any time prior to the closing date of such offer we may give notice to you of our intention to close a Bet in respect of that company’s securities. The date of such notice will be the closing date and the Closing Level will be such price as we notify to you. References to "offer", "takeover" and "closing date" in this Term have the meaning given to them in the City Code on Takeovers and Mergers, as amended from time to time. These expressions will, to the extent necessary, be applied by us (using our reasonable discretion) to analogous events on any non-UK stock exchange. (5) In the event that there is declared or paid in respect of any financial instrument a special dividend or a dividend that is unusually large or payable by reference to an ex-dividend date that is unusually early or late (in each case, having regard to dividend payments in previous years in respect of that same financial instrument), we may make an appropriate adjustment (including a retrospective adjustment) to the Opening Level and/or the Stake of a Bet that relates to that financial instrument. 29. Suspension and insolvency(1) If at any time trading is suspended in any financial instrument that forms the subject of a Bet then the value of the Bet unless re-valued by us as set out in this Term 29, for the purposes of margining and otherwise, will be the mid-price quoted by us at the time of suspension. (2) Irrespective of any Orders given by you, a Bet on a suspended financial instrument will remain open until such time as the Determination Date passes, at which point you can choose to either: (a) close the Bet at a Closing Level determined by us, such determination to be based on our reasonable assessment of the market value of the financial instrument following suspension, which, for the avoidance of doubt, may differ materially from the suspension price; or You must inform us of your election as to option (a) or (b) above not less than 3 days prior to the relevant Determination Date. If you do not inform us of your election within the required time, or if you do not make any election at all, we will treat you as having elected option (b). (3) Notwithstanding the above and notwithstanding any election you make to roll your Bet under 2(b) above, if a company, whose securities represent all or part of the subject-matter of a Bet, goes into insolvency, is otherwise dissolved or is de-listed by the Underlying Market by reason of the length of its suspension, the day on which the company goes into insolvency, is otherwise dissolved or de-listed will be the Determination Date of that Bet. The Closing Level will be the value of any distribution a holder of a security of the same type as the security underlying the Bet would receive (if known) or our reasonable assessment of the then market value of the financial instrument. (4) We reserve the right at all times during the term of a Bet where the underlying financial instrument is suspended to revalue such Bet at such price and/or to change the deposit or margin rate, in both cases as we shall determine to be reasonable in the circumstances and to require payment of deposit or margin accordingly. If the Bet remains open until such time as the suspension is terminated, which, for the avoidance of doubt, can occur without warning or notice to us, any Orders that you may have given us with respect to that Bet will be executed as soon as is reasonable in the circumstances. We cannot guarantee that an Order will be executed at the first available Underlying Market price. 30. Privacy(1) You acknowledge that by opening an account with us and placing Bets you will be providing us with personal information within the meaning of the Data Protection Act 1998. You consent to us processing all such information for the purposes of performing the contract and administering the relationship between us. You consent to our disclosing such information: (i) where we are required to by law; (ii) to Associated Companies; (iii) to the FSA and other regulatory authorities upon their reasonable request; (iv) to introducing brokers with whom we have a mutual relationship; and (v) to such third parties as we deem reasonably necessary in order to prevent crime. You acknowledge that any of the persons listed in the previous sentence may be within or outside the EEA. (2) You authorise us, or our agents acting on our behalf, to carry out such credit and identity checks as we may deem necessary or desirable, including requesting a reference from your bank from time to time and you agree to assist us, where necessary, in obtaining such a reference. You acknowledge and agree that this may result in your personal information being sent to our agents, who may be within or outside the EEA. You agree that we will be permitted, if so required, to furnish relevant information concerning you or your account to any person that we accept as seeking a reference or credit reference in good faith. (3) You authorise us or our Associated Companies to telephone or otherwise contact you at any reasonable time in order to discuss any aspect of our business or of our Associated Companies’ business. If you do not wish us or our Associated Companies to so contact you for any direct marketing activities, you must inform us (or the relevant Associated Company) in writing. 31. InterpretationIn this Agreement: (1) "Agreement" means this agreement and any ancillary documents referred to herein (including the Supplementary Documents) and any amendments thereto. For the avoidance of doubt, this agreement supersedes and replaces any previous customer agreement in force between you and us which dealt with Bets; |