For your own benefit and protection, you should read this Client Agreement and all other documentation supplied to you carefully before creating an account with us. If you do not understand any point or are unsure as to the nature of the risks involved, please ask for further information.
1.1. Any reference in this Agreement to “we”, “our” and “us” shall be to Trading 212 UK Ltd. (Trading 212). Any reference to “you”, “your” and “Client” shall mean you as a customer of our services under this Client Agreement.
1.2. We are authorised and regulated by the Financial Conduct Authority of the United Kingdom (the “FCA”). Our FCA register number is 609146. You can check this on the Financial Services Register by visiting the FCA's website: https://register.fca.org.uk, or by contacting the FCA at 0800 111 6768. The FCA's registered address is 12 Endeavour Square, London, E20 1JN. References to the FCA shall include any successor, governing or regulatory body that may replace, supersede or take over any of the functions of the FCA.
1.3. Our registered office is 107 Cheapside, London EC2V 6DN and we are registered in England and Wales with company number 08590005. We trade using the name “Trading 212”.
1.4. Please read the Client Agreement carefully before opening an account with us. You should understand that by opening an account with us, you agree to be legally bound by the Client Agreement.
1.5. You can accept the Client Agreement on our website by ticking the declaration that you have read, understood and agreed to the Client Agreement. Please understand that if you refuse to accept the Client Agreement, you will not be able to open an account with us.
2.1. The following words and phrases shall have the following meanings:
“Account” means an account opened with us in your name to trade with CFDs on Currency Pairs, Stocks, Indices and Futures. Any entries in that account shall only be made upon the performance of the subject matter of this Agreement;
“Agreement” has the meaning set out in clause 3.1;
“Authorised Person” means one or more persons authorised by you, by means of a list attached hereto, to give instructions to us under the provisions of clause 10;
“Auto Rollover” is a setting applicable to Futures, where if it is activated, the instrument will automatically renew the contract on the expiry date under the same terms as were applicable in the previous contract. The client will be notified of the renewing and will have the option to change the setting at any point;
“Currency Pair” means an instrument for speculation on the currency markets. The currency pair is the correlation of the currencies of two countries, e.g. EUR/USD, and is further described in clause 16.1;
“Contract for Difference”, or “CFD” if abbreviated, has the meaning set out in clause 17.1;
“Eligible Counterparty” shall mean eligible counterparty as defined in the FCA Rules;
“Event of Default” means:
- an Insolvency Event occurs in relation to You;
- You are an individual, and You die, You become of unsound mind or are unable to pay your debts as they fall due;
- the margin level for Your Account reaches or falls below the value of margin required by us in relation to all transactions under this Client Agreement;
- You act in breach of any warranty or representation made under this Client Agreement or any representation or warranty made by You under this Client Agreement and/or any information provided to Us in connection with this Client Agreement is or becomes untrue or misleading;
- any sum due and payable to Us is not paid in accordance with this Client Agreement or otherwise when due;
- any event beyond our control occurs in the country in which You usually are resident, which, at our sole discretion, makes it desirable for the protection of Trading 212 UK Ltd. to treat the same as an Event of Default;
- any termination or suspension or loss of any relevant regulatory authorisation;
- We consider it necessary or desirable for Our protection or to prevent what We think is or might be a violation of any Applicable Law, or good standard of market practice or any action is taken, or event occurs which we consider might have a material adverse effect on your ability to perform your obligations under this Agreement;
- any event of default (howsoever described) occurs under any other agreement between us.
“FCA Rules” means the Handbook of Rules and Guidance of the FCA, as amended and/or updated from time to time;
"Financial Instrument" has the definition set out in the FCA Rules which includes Contracts for Difference relating to Currency Pairs, Stocks, Indices, Futures and Commodities as well as other derivative contracts;
“Free funds” means funds that are not blocked as collateral for open positions, therefore it is the total balance on the Account minus the Margin (where “Margin” shall have the meaning as per clause 9).
“Futures” means a contract for difference based on an exchange-traded futures contract. Every futures contract expires on a certain expiry date.
“Index” means a contract for difference based on a stock exchange index, and “Indices” shall be construed accordingly;
“Insolvency Event” means, in respect of any person:
- a resolution is passed, or an order is made for the winding up, dissolution or administration of such person;
- any bankruptcy order is made against such person;
- the appointment of a receiver, administrator, manager, administrative receiver or similar officer, or if an encumbrancer takes possession of or sells, all or any part of the business or assets of such person;
- the making of an arrangement or composition with creditors generally or the filing with court documents or making of an application to the court for protection from creditors generally, or any arrangement which has that effect; or
- if the relevant person becomes insolvent or is otherwise unable to pay its debts as they become due, or any act of insolvency or event that is analogous to those set out in paragraphs (a), (b), (c), or (d) of this definition applies to the person concerned.
If the person concerned is a partnership, the occurrence of any of the events listed in this paragraph in relation to any partner shall be an Insolvency Event in relation to such person.
“Interest Swap” means an interest payment which is either paid or received by the client for keeping open positions overnight.
“Long position” means the purchase of a financial instrument by you;
‘‘Manifest error’’ means an obvious error in the quotes of the Financial Instruments which substantially deviates from the prevailing market price and which has occurred as a result of a system or technical error.
“Market Hours” means the time span of trading on the financial markets as indicated on the website www.trading212.com. During those market hours, the Client shall have the right to place orders for execution for those Financial Instruments whose exchanges are open for trading.
“Minimum Order” means the minimum number of units of the financial instruments for which we give quotes;
“Order” means an instruction to buy or to sell as placed by you via your Account on the Trading Platform;
“Payment Instruction” means any instruction on Your Account for a deposit and/or withdrawal.
“Professional Client” shall mean professional client as defined in the FCA Rules;
“Restricted Price Zones” means time zones that we shall not allow you to trade in;
“Retail Client” shall mean retail client as defined in the FCA Rules;
“Scalping” means a speculative type of trading where the opening and closing of a position is executed within a very short timeframe (e.g. five minutes or less);
“Services” means the services we provide for trading CFDs as specified in clause 4.1;
“Short position” means the sale of a financial instrument by you;
“Stock” means a share of a public company, registered for trading on a foreign stock exchange;
“Terms and Commissions Table” means the table entitled “Terms and Commissions” available at our Website;
“Trading Platform” means the electronic trading platform on our Website;
“Website” means our website at www.trading212.com or any such other website operated by Trading 212 which may be accessed by the Client.;
“Working Day” means any day which is not a Saturday or Sunday, public or bank holiday in London, the United Kingdom.
“Close-only Limitation” is a limitation, where Your ability to open new positions or place new Buy orders is restricted or disabled;
2.2. References in this Agreement to the FCA Rules and any other rules, regulations, or laws shall be to such FCA Rules, rules, regulations and laws as modified, amended, restated or replaced from time to time.
2.3. References to clauses shall be to clauses of this Agreement.
2.4. Headings are included for convenience only and shall not affect the interpretation of this Agreement.
2.5. Any words following the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
3. Scope of this Agreement.
3.1. The Agreement between you and us includes the Client Agreement, the Terms and Commissions Table, Key Information Document (KID), the Risk Disclosure Notice, the Conflicts of Interest Policy, the Order Execution Policy, your Application Form and any additional terms and conditions issued by us (together referred to as the “Agreement”).
3.2. This Agreement shall apply solely to the Services and shall not apply to any other services we may supply to you.
4.1. We shall provide execution-only services as agreed in writing between us (“Services”), which may consist of receiving, transmitting and executing Orders for:
4.1.1. trading with CFDs on Currency Pairs;
4.1.2. trading with CFDs on Stocks and Indices; and
4.1.3. trading with CFDs on Futures and Commodities;
4.2. The Services shall be subject to any limits or restrictions which are contained in this Agreement and which are required by statute, regulation, law or financial market. CFD transactions shall not confer to you any right, voting right, title or interest in any underlying instrument or entitle and/or oblige you to acquire, receive, hold, vote, deliver, dispose of or participate directly in any corporate action of any underlying instrument.
4.3. We shall provide the Services using reasonable care and skill, but you acknowledge that we shall not provide you with any advice on the merits or suitability of you entering into this Agreement or any Order. We shall not provide you with any investment advice, and we shall not be liable for your investment decisions. We may provide, via the Trading Platform, general information on charts, current information on the status of an instrument or a market where the instrument is traded, calendar, news, analyses, training materials (including video training), market sentiment, technical indicators, and other associated information. You acknowledge that this information is provided "as is", being general information only, and is neither advice nor a recommendation to make transactions. Our staff should not give advice. If any of our staff is deemed to give you advice, you agree that such advice is given without the company’s knowledge or permission.
4.4. Trading with CFDs entails a high level of financial risk. You may lose all the money in your Account (see clause 22 “Risk Warnings” below). You warrant, represent and undertake (promise) that you shall place all Orders for transactions in your own name and at your own risk and expense. You acknowledge that as an execution-only client to whom we give no advice, the onus is always on you to establish whether a transaction is suitable for you, and you rely solely on your own judgement in deciding whether to enter or refrain from entering a transaction or in deciding how to avoid a loss or secure a profit.
4.5. We shall not be responsible for the provision of any tax or legal advice in relation to the Services.
4.6. We shall open an Account in your name in the selected available currency. You shall be able to use your Account to trade once you deposit into your Account at least the amount specified in the Terms and Commissions Table and the account has been confirmed as verified.
4.7. You may make a profit or incur a loss as a result of the Orders executed. All profits and losses shall be re-calculated immediately into the currency in which the Account is opened, pursuant to clause 4.6.
4.8. The Order shall only be deemed to be placed by you upon our confirmation of its receipt via the Trading Platform.
4.9. All transactions under this Agreement shall be concluded via your Account. Under this Agreement, we shall guarantee that your assets shall be identified and stored with us separately from our own assets, including via your Account.
5. Regulatory Compliance.
5.1. In compliance with law and regulation, we shall categorise our clients into three main categories: “eligible counterparties”, “professional clients” and “retail clients”. We shall treat you as a retail client in accordance with the FCA Rules so that you shall have the highest level of regulatory protection. Eligible counterparties and professional clients are considered to be more experienced, knowledgeable, sophisticated and able to assess their own risk, and therefore are given a lower level of regulatory protection. As a retail client, you may request a different client categorisation from the one we have allocated to you. Please note that we may decline your request to re-categorise. If we agree to such a request, you may be given a lower level of regulatory protection.
5.2. The Services and products we offer will not be appropriate for everyone. We have therefore identified our target market, and we would normally expect our Services to be used by individuals to whom some or all of the following apply: individuals who have the ability to bear 100% loss of all funds invested; individuals who have an acceptable level of knowledge and/or experience to understand the characteristics of CFDs and risks associated with trading on margin; individuals who have a very high-risk tolerance and individuals who intend to use the trading instruments for short-term investment, speculative trading, portfolio diversification or similar.
6. Rights and Obligations.
6.1. During the market hours, as per item 2.1. of the Agreement, you shall have the right to receive quotes, place Orders, receive confirmations for the executed transactions and see statements of your Account.
6.2. You shall monitor your open positions and shall bear the risk of suffering losses from your trading activity. We provide retail CFD clients with negative balance protection on their accounts. Negative balance protection shall not be applicable to Professional clients and eligible counterparties. Unless you have been classified as a Retail Client, we reserve the right to claim negative balance on your account.
6.3. We shall provide a statement and a confirmation of your transactions, as well as an Account Balance and a record of all transactions for your Account via the Trading Platform. You shall check the electronic statements received from us and notify us in case of any discrepancy.
6.4. We shall not accept Orders for transactions when:
6.4.1. the relevant market is closed for trading;
6.4.2. you do not have enough money in your Account to execute the transaction; or
6.4.3. there are events as described in clause 26 “Force Majeure”.
6.4.4. We suspect that You have malicious attitude towards us or there is evidence of such attitude;
6.4.5. We suspect that You are using/have previously used front running practices and/ or have acquired and misused inside information and/ or any other information protected by law or the relevant market practices. In such cases, We shall have the right to refuse to execute your Orders or instructions and to void all of Your trading transactions, even if they have already been confirmed by us, without stating any reasons for such decision. In this case, We shall have the right to not pay the amounts received in your Account as a result of such transactions;
6.4.6. We detect serious technical problems which impede the normal functioning of the Trading Platform and/ or a Manifest error has occurred;
In the above cases, We shall not be held liable for any damages incurred by You.
6.5. You acknowledge that sometimes there may be technical issues or faults with the Trading Platform.
6.6. You agree that all pending Orders ('Stop' Orders) placed by you may be executed at a price different from the specified one in the case of sharp fluctuations in the price of the instrument.
6.7. By signing the Agreement, You are informed that а Manifest error may occur in the prices of certain Financial instruments to which You have access via the Trading Platform. Such Manifest error may result of technical errors or delays in obtaining the necessary information, which could make the quote incorrect. Any declaration by us of Manifest error will be made in good faith and based on a reasonable assessment of all relevant information.
6.8. If a Manifest error in a specific quote is found, We shall be entitled at our discretion to cancel the Order and the relevant consequences – in terms of either a profit or a loss for You – immediately upon detection of such Manifest error. We shall not be liable for any damages or consequential loss incurred by You as a result of such cancellation, except for damages resulting directly from our gross negligence or willful misconduct.
6.9. We shall have the right to modify at our sole discretion the Margin requirements, Interest Rate Swaps, commissions, minimum and maximum trading amounts, minimum and maximum number of units of each Financial Instrument and alike.
6.10. We shall have the right to introduce new Financial Instruments and Market Hours for trading at the Trading Platform and to suspend and/ or remove from the Trading Platform any Financial instrument and Market Hours at our sole discretion.
6.11. You hereby undertake to inform Us every time a card used by You to make payments to Us has been blocked, deactivated or otherwise suspended. Save for cases where a card has expired, we shall not be liable if we should satisfy Your withdrawal request by way of paying the money back to a card that has been blocked, deactivated or otherwise suspended without Your prior notification thereof.
6.12. We shall have the right but not the obligation to unilaterally terminate the Agreement on our sole discretion and without prior notice in the event that Your account balance is 0 (zero) and You haven’t logged in to your account for a period of six straight months (180 days).
6.13. We reserve the right to place a Close-only Limitation in the following cases immediately:
- Where We have a suspicion of unlawful activity;
- Where We have suspicions of restricted or abusive trading activity;
- In the event We exercise our rights under Clause 20.3;
- To comply with any regulatory obligations, including where you have not provided legally required information; or
- We have reasonable grounds to believe that allowing You to continue trading will be detrimental to Us, You as a client, other clients of Us and/or financial markets.
In the above situations, We will notify you upon placement of a Close-only Limitation.
6.14 We reserve the right to place a Close-only Limitation with 14 calendar days prior notice in the following cases but not limited to:
- When we have issued you with a notice informing you of our intention to end our business relationship with you / close your account;
- Where You have not provided your express consent whenever we have requested such, including but not limited to, in the event that we need to obtain express consent to introduce new features or services on the Trading Platform or amend existing ones.
6.15. You are not allowed to have more than one CFD account. If you are not complying with this rule, we may terminate all of your agreements with us.
7. Liability – your attention is particularly drawn to this clause.
7.1. We shall provide the Services to you with due care and skill, but we shall not guarantee the performance or profitability of your investments. We shall not be liable for any losses of income, revenue or profit that result from Your trading activity on the Trading Platform.
7.2. Save as set out in clauses 7.3 and 7.4, we accept liability to you where you have suffered loss as a direct result of our breach of this Agreement or as a direct result of our negligence, fraud or wilful default.
7.3. Subject to clause 7.5, we shall not be liable for losses that result from our failure to comply with this Agreement that fall into the following categories:
7.3.1. loss of income or revenue;
7.3.2. loss of business;
7.3.3. loss of profits;
7.3.4. loss of anticipated savings;
7.3.5. loss of data; or
7.3.6. waste of management or office time.
7.4. Subject to clause 7.5, we shall not be liable for:
7.4.1. an event as set out in clause 26 “Force majeure”;
7.4.2. any failure by any counterparty, intermediate broker, bank, custodian, market or market operator, exchange, clearinghouse, depositary or other third party with whom you do business;
7.4.3. changes to the trading terms of the relevant stock exchange or currency market;
7.4.4. the failure of any third party trading systems, software or services not provided by us;
7.4.5. any Manifest error in a specific quote to the extent that the error could not have been prevented as a result of our due care and skill;
7.4.6. an inaccurately placed Order by you, interruption of the connection or failure of the means of communication; and
7.4.7. temporary technical difficulties or circumstances that make it impossible to carry out transactions on a given market and produce quotes unless caused by our breach of this Agreement, negligence or wilful default.
7.5. Nothing in this Agreement shall exclude or limit any duty or liability we may have to you for:
7.5.1. death or personal injury caused by our negligence;
7.5.2. fraud or fraudulent misrepresentation; or
7.5.3. liability that cannot be excluded under any applicable laws or the FCA Rules.
7.6. You shall reimburse us for any loss which we may suffer as a result of you breaching this Agreement. However, you shall not be liable to reimburse us if we, or a third party, are to blame for our loss. We shall take reasonable steps to minimise our losses in any situation where you are required to reimburse us.
7.7. The Company will not be held liable for any loss, cost or charge incurred resulting directly or indirectly from the exercise of our right to place restrictions on Account or take any other action as provided in this Client Agreement.
7.8. You hereby agree and acknowledge that in the event of downtime of the Trading Platform You shall waive any claims against Trading 212 of missed profits and/or claims that You would have executed an order on a specific price during the downtime.
8. Latency Trading.
8.1. Where we believe that latency in the Trading Platform is unfairly exploited by you, we may, at our absolute discretion, void all Orders and return to you only the funds deposited net of any earlier withdrawals, and then close your Account.
8.2. Such trading is recognised by a high volume of transactions that are opened and closed within an unusually short period of time as compared to the ‘average’ client, with a disproportionate number placed advantageously between the price of trade and the price of the underlying market instead of the 'random distribution' that would be expected when the Trading Platform is used 'fairly'.
9. Margin and Settlement.
9.1. For each open position, we shall ring-fence a part of the funds you deposit as collateral. These funds are known as “margin” and you cannot withdraw them. Information on the current margin rates is available on our Website, as well as in the Terms and Commissions Table.
9.2. You shall at all times maintain an appropriate margin level as per clause 9.1, and you shall independently monitor the compliance of the margin and recover it instantly when it drops below the required minimum.
9.3. If you fail to provide the required margin under clause 9.1 (if the total of your Account balance falls below the minimum margin required), we shall inform you instantly via the Trading Platform, which provides access to your Account status.
9.4. You acknowledge and agree that upon our receipt of the information under clause 9.3, we shall close the open positions at current market prices without informing you in advance in order to prevent you from sustaining losses exceeding the funds deposited in your Account. Under this Agreement, you agree to the price levels of the transactions upon closing the positions. You shall be informed about your closed positions by means of an instant notification via the Trading Platform that gives you access to your Account balance or by an automatically generated email.
9.5. The provisions under clause 9.4 shall apply when the shortage of funds exceeds 50% of the margin required, and all of your open positions shall be closed one by one or simultaneously.
9.6. The procedure and actions under clauses 9.4 and 9.5 in case of margin shortage are automatically set in the Trading Platform and are activated with no human intervention.
9.7. The procedure and actions under clauses 9.4 and 9.5 shall be performed to protect you from the accumulation of large losses that would be expressed in a negative account balance, but that protection is not available to professional clients and eligible counterparties. Thus, you shall avoid the assumption of additional liabilities exceeding the funds in your Account.
9.8. If any Event of Default occurs, We may, where and to the extent permitted under applicable laws and regulations, take all or any of the following actions:
- immediately require payment of any amounts You owe Us, including in respect of any margin requirement;
- unless already closed or terminated pursuant to this Client Agreement, close all or any of Your open positions;
- convert any balance to another currency in accordance with clause 9.10;
- cancel any of your Orders;
- exercise our rights of set-off and combination;
- suspend your Account and refuse to execute any transactions or Orders;
- terminate this Client Agreement, with immediate effect; and/or
- take or omit to take all such other actions as we consider to be reasonable in the circumstances to protect ourselves and our clients as a whole.
9.9. This Client Agreement and all transactions under it shall form part of a single agreement between Us and You. You and We both acknowledge that we enter into the Client Agreement and any transactions under it in reliance upon the fact that these are part of a single agreement between us.
9.10. Without prejudice to our right to require immediate payment from you under the terms of this Client Agreement, but subject to the application of applicable laws and regulations, we will, at any time after the occurrence of an Event of Default, have the right to:
- combine and consolidate your cash and any money we hold for you in any or all of the accounts you may have with us; and
- set off against each other the amounts referred to in (i) and (ii) below:
- any amounts that are payable by us to you (regardless of how and when payable), including your cash (if a credit balance), unrealised profits and any credit balance held on any account you have with us, even if any of those accounts have been closed;
- any amounts that are payable by you to us (regardless of how and when payable) including, but not limited to, unrealised losses, interest, costs, expenses, and/or charges incurred in respect of, or any debit balances in, any account you have with us, even if those accounts have been closed,
and for this purpose, we may convert sums denominated in one currency to another currency. We may also perform a notional currency conversion where this is required for valuation purposes.
9.11. If any amount in clause 9.10(b)(ii) exceeds any amount in clause 9.10(b)(i) above, you must forthwith pay such excess to us whether demanded or not.
9.12. If the rights under clauses 9.8 to 9.11 (inclusive) are exercised, all the payment obligations will be consolidated into an obligation for you to pay a net sum to us or for us to pay a net sum to you.
9.13. To the extent permitted under applicable law, We shall have a general lien and equitable charge on the products that We hold for You and the money in your Account until any money, fees, charges and liabilities that you owe to Us is paid. Your money will continue to be treated as client money, and your assets will continue to be treated as client assets, in accordance with this Client Agreement and the FCA Rules, until the point in time where there is an Event of Default, and where we subsequently decide to exercise our rights under the general lien and/or equitable charge.
10. Instructions and Communication.
10.1. You shall place Orders via the Trading Platform after logging in with your username and password.
10.2. You agree that we may record all communications between you and us and use such recordings, or transcripts of such recordings, as well as any e-mails, recorded chat messages or other communications you send to us through our Platform or otherwise, for training purposes, for the purposes of investigating any complaint you may make, or for any other legal or regulatory purposes including as evidence in any dispute or anticipated dispute between you and us. Upon your request, we will provide a copy of such records to you within a reasonable period.
11. Deposits and Withdrawals
11.1. You have the right to deposit and withdraw money to your Account via the methods specified on our Website. We have the right to restrict the available methods at any point in time. Please note that depending on the method, there might be specific conditions for the deposit to take place. You are obligated to log in to our Website via your username and password before issuing a Payment Instruction. Please note that for any deposits and/or withdrawals, you are obliged to use only a bank account, card or another type of account belonging to you. By agreeing to make a deposit, You confirm you are depositing your own funds for your own trading with Trading 212.
11.2. Bank deposits from third parties to your Account shall not be accepted at any point in time. You should transfer money to Your Account only after signing an agreement with Us and receiving a username and password to access the Trading Platform.
11.3. Submitting a withdrawal request can be done by logging in to your account on the Website. Please note, it may take up to 3 (three) business days to process your request. You shall have the right to withdraw money from your Account up to the amount of the Free Funds. No payments to third parties from your Account shall be allowed.
11.4. You acknowledge that by default, the withdrawal of any portion of the Free Funds will be executed via the same method and to the same source as the one We originally received the funds from. There are certain situations where an exception might be made for a withdrawal to be executed to a payment method different from the one used for a deposit, but those are subject to approval by Us. You will be required to provide Us with all evidence requested by Us that the new payment method is in your name.
11.5. You consent that whenever you confirm a withdrawal, Trading 212 will use a specific payment intermediary or bank to process your withdrawal as per your Payment Instruction. The payment intermediary or bank may hold the withdrawal amount while the payment transaction is being processed, which means that the withdrawal amount will no longer be considered Client Money.
11.6. We may request additional information and/or documentation to verify the legitimacy of any Payment Instruction request. We may delay or refuse to process a Payment Instruction where we have reasonable grounds relating but not limited to:
- the authenticity of the instruction provided;
- the suspected unauthorised or fraudulent use of your Account;
- the validity of the nominated bank account supplied; or
- legal or regulatory requirements.
You hereby agree that under such circumstances, there may be a delay in the processing of your Payment Instruction.
11.7. You hereby undertake to inform Us every time a card used by You to make deposits to your Account has been blocked, deactivated or otherwise suspended. Save for cases where a card has expired, we shall not be liable if we should satisfy Your withdrawal request by way of paying money back to a card that has been blocked, deactivated or otherwise suspended without Your prior notification thereof.
12. Making Deals: Types of Orders.
12.1. The transactions between us shall be concluded by using the means of communication specified in clause 10.
12.2. For each transaction, you shall receive a quote from the Trading Platform. The quote shall only be valid until replaced by a new one, which shall happen automatically on the Trading Platform.
12.3. Neither of us can cancel the execution of an Order if the Order is executed at a valid quote price and you have confirmed that you want to “buy” or “sell” the desired quantity of the relevant instrument.
12.4. We shall quote two prices for each instrument via the Trading Platform: the “BUY” price and the “SELL” price. You shall buy at the “BUY” price and shall sell at the “SELL” price.
12.5. You may place the following types of Orders:
12.5.1. “Market Order” – this order is executed immediately at the current market price; if there is a change in the market price before the execution, then:
188.8.131.52 Your order shall be automatically executed at a better price if the price change is in your favour.
184.108.40.206 You shall receive a requote with the new price if the price change is against you.
12.5.2 “Associated Order” – this order shall be executed if the market price reaches the price specified in the order. This order is associated with an open position. If the open position is closed, then the Associated Order shall be automatically cancelled. During market hours, the Associated Order shall be executed at the specified price. The Associated order may be executed at a different price when the market opens. There are 3 types of Associated Orders:
220.127.116.11 “Stop Loss” order - it is used to close the open position at a certain loss. The platform may show you the target loss in the currency of your account. This information is indicative and not guaranteed.
18.104.22.168 “Take Profit” - it is used to close the open position at a certain profit. The platform may show you the target profit in the currency of your account. This information is indicative and not guaranteed.
22.214.171.124 “Trailing Stop” – a Stop loss order where the specified price follows the market price at a certain distance.
12.5.3 “Entry Order” – this order shall be executed if the market price reaches the price specified in the order. The entry order is used to open a new position or to modify an existing open position. The execution price of the Entry order is not guaranteed. This order may be executed at a different price, especially when the market is volatile or not liquid. There are 3 types of Entry orders:
126.96.36.199 “Stop/Limit” – this is either a “Stop” order or a “Limit” order. The trading platform shall automatically set the type of the order according to the current market price and the specified price.
188.8.131.52 “OCO” or “One cancels the other” – is a combination of a two Entry orders where the execution of one of them automatically cancels the other.
13. Client Money.
13.1. Any money which we hold for you shall be held as client money in accordance with the FCA Rules on client money. We may pass money held for, or received from, you to a third party (such as an exchange or intermediate broker, over-the-counter counterparty or settlement agent) to hold or control in order to effect a transaction through or with that person or to satisfy your obligation to provide collateral (for example, a margin requirement) in respect of a transaction. If such a person is outside the United Kingdom, the applicable legal and regulatory regime shall be different from that of the United Kingdom, and if such person fails, your money may be treated differently to the position which would apply if your client money had remained in the United Kingdom.
13.2. We shall not pay any interest on the money we hold for you (other than the Interest Rate Swaps as described in clause 14.4).
13.3. You agree that we can release your account balance from the client bank account after a period of 6 years, given that there is no movement on your account during this period and you have not claimed your balance 28 days after our Notice of our intention to do this. In this case, we shall make and retain records of your balance that is released from the client bank account. We also undertake to make good any valid claim against your released balance.
13.4. Where any amounts owed by You to Us under this Client Agreement are due and payable to Us, in accordance with the FCA Rules, We shall cease to treat as client money, so much of any client money held on Your behalf as equals the amounts You owe Us. You agree that we may apply for that money in or towards satisfaction of all or part of those amounts due and payable to us. For the purposes of this clause, any such amounts owed by you to us under this Client Agreement become immediately due and payable, without notice or demand by us, when incurred by you or on your behalf.
14.1. You shall pay our charges and/or commissions details of which are set out in the Terms and Commissions Table and may be amended from time to time by written notice from us to you. Charges shall be recorded and indicated on confirmations and monthly statements.
14.2. The Terms and Commissions Table sets out details of arrangements that involve the payment or receipt by us of any fee or non-monetary benefit to or from any person other than you in connection with the Services provided by us under this Agreement. Further details of these arrangements shall be disclosed to you as soon as practicable following notice in writing to us requesting such disclosure.
14.3. You shall be responsible for the payment of any commissions, transfer fees, registration fees, taxes, duties and other fiscal liabilities and all other liabilities and costs properly payable or incurred by us under this Agreement. Our policy is to pass on to the clients the fees charged by our agents for depositing funds. We will not charge you for withdrawing money from your account.
14.4. For each day when you have an open position, you shall pay or receive an Interest Rate Swap as specified in the Terms and Commissions Table.
14.5. All fees and expenses payable by you shall be deducted from your account, and if an Interest Rate Swap is positive, it shall be transferred to your account, and you agree and understand that any other obligation and liability towards us is subject to unilateral set-off from your side going back to the beginning of our contractual relationship.
14.6. You agree that Trading 212 will not be liable for any additional fees you may be charged by any bank, credit card provider or other third party payment services provider, which you use for the transfer of funds to and from us.
15.1. We shall send you a confirmation in respect of each Order within the time required by the FCA Rules (normally within one (1) Working Day of the execution of an Order). We shall send such confirmation by electronic means of communication, including via the Trading Platform or via your email. Every Working Day, we shall provide you with a real-time statement and confirmation of your transactions through the Trading Platform that gives you access to your Account balance. We shall email you your Account statement in accordance with FCA requirements. Performance measurement shall not be provided other than by special arrangement. The statement shall include details of the contents and value of your Account and open positions and such other information as may be agreed from time to time by us or as is required to be disclosed under the FCA Rules.
15.2. You must check statements received from us. Any confirmation or statement of account or any certificate issued by us in respect of any transaction or other matter shall be conclusive and binding on you unless objection in writing is received by us within one Working Day of the actual or deemed delivery date.
15.3. Where we are required under applicable law to report transactions with you to the FCA or otherwise, you will need to provide us with your national insurance number or such other information as we may require to determine your national client identifier before you can place Orders via our Trading Platform.
16. Trading with CFDs on Currency Pairs .
The Contract for Difference, or CFD, is a derivative Financial Instrument created on the basis of a Stock, an Index, a Futures contract, or another Financial Instrument (base instrument). The CFDs are created to enable You to speculate on the price of a Stock, an Index, a Futures contract or other Financial instruments without physically buying the base instrument.
16.1. The price of a Currency Pair shows the exchange rate at which the two currencies are traded. Purchase of a Currency Pair means the purchase of the first currency of the pair and the sale of the second one. Sale of a Currency Pair means the sale of the first currency of the pair and the purchase of the second one. Transactions in Currency Pairs do not include the actual delivery of currency. They are traded for speculation purposes only.
16.2. You acknowledge and agree that the prices of the Currency Pairs are indicated by the Trading Platform and may have minimal differences from the prices quoted by other investment intermediaries.
16.3. Profits and losses generated by trading with Currency Pairs are always in the second currency of the pair. For instance: if you trade EUR/USD, you shall incur profits or losses in US dollars.
16.4. All transactions with Currency Pairs shall be concluded in accordance with clause 11, using the methods of communication specified in clause 10.
16.5. We may, at our complete discretion, determine Restricted Price Zones in which you cannot place pending Orders. Usually, these are prices that are too close to or too far from the market price of an instrument.
17. Trading with CFDs on Stocks and Indices.
17.1. The Contract for Difference on Stocks and Indices lets you speculate with the price of the respective stock or index without having to physically buy or sell the instrument. Buying CFDs on a stock does not make you a shareholder in the respective company. You shall not have voting rights or liquidation rights.
17.2. When trading with CFDs, you and we explicitly agree on the following conditions:
17.2.1. neither of us shall physically acquire the base instrument purchased by the CFD; and
17.2.2. neither of us shall be obliged to buy, sell or deliver the respective base instrument traded as a CFD.
17.3. Prices, interests and commissions
17.3.1. The price of the CFD changes on an intra-day basis and is close or equal to the exchange price of the respective base instrument (being a Stock, Index or Futures).
17.3.2. In order to trade with CFDs, you must have sufficient cleared money in your Account according to the Terms and Commissions Table. The requirements of clauses 9.2 and 9.4 shall apply for all open positions.
17.3.3. When you have opened a long position, you shall pay interest from your Account for every day this position is open, according to the Terms and Commissions Table.
17.3.4. When you have opened a short position, your Account shall be credited with interest for every day this position is open, according to the Terms and Commissions Table.
17.3.5. Your Account shall be charged with the costs for the execution of each transaction with CFDs, according to the Terms and Commissions Table.
17.3.6. Payment of dividends on Stocks that are the base for a CFD:
- in case you have a long CFD position, you agree to receive 100% of the net dividend in your Account. The payment of dividends shall only be performed on the date determined by the issuer;
- in case you have a short CFD position, you shall pay from your Account 100% of the gross dividend payable.
17.4. If a company splits or reverse splits its Stock or issues rights or is subject to any other corporate action, you shall be informed and agree that the quantity and price of the CFDs in your position may be increased or reduced.
17.5. If a company goes bankrupt or is delisted from the respective stock exchange, we may attempt to obtain prices for the instrument on the over the counter (OTC) market. If this is not possible, you shall be informed that your positions in CFDs of this company shall be closed, and you agree to the closing prices.
17.6. We reserve the right to make cash or other adjustments with respect to movements in an underlying index resulting from dividends or other corporate actions to the extent we believe such adjustments are fair and reasonable. Certain instances are stated below (the list is not exhaustive):
17.6.1 an announcement that a certain stock shall be removed or added to the index;
17.6.2 a change in the calculation method of an index;
17.6.3 a stock within the index pays dividends.
17.7. At our discretion, we may change the rate of the collateral for any instrument, and additional money may be requested from you.
18. Trading with CFDs on Futures.
18.1. Clauses 17.2 to 17.3.5 shall apply to trading with CFDs on Futures.
18.2. Each Futures contract is traded for a specific period of time. The expiration date is included in the name of the Futures (for example, Oil-19Jul13).
18.3. You shall agree that your positions shall be automatically closed on the expiration date of the corresponding Futures contract.
18.4. You shall agree to the prices at which your positions shall be closed on the expiration date of the respective Futures contract.
18.5. You shall agree that the default setting of the Auto Rollover function will be ‘On’. The client can change that setting at any point.
18.6. The following are the circumstances under which the CFD may mature or terminate:
- The CFD will end with the closing of the client's position.
- The client's position may be closed by the client at any time during the trading hours indicated on the trading platform.
- The client's position may be closed at the initiative of the counterparty when there is excessive usage of the margin, or the position's margin falls below the required minimum as set by the counterparty to protect the client from the accumulation of large losses that would be expressed in a negative account balance.
- The client position may be closed at the initiative of the counterparty in the event that an underlying asset of the CFD is no longer trading.
- The client position may be closed at the maturity of an underlying asset (for instance, with CFDs on Futures and Commodities).
- The client position may be closed at the initiative of the counterparty in the event that changes to the liquidity of the instrument in the market mean that risk cannot be properly hedged.
Therefore, before trading in CFDs, you must ensure that you fully understand the associated risks, especially the counterparty risk. For more information, please refer to the Risk Disclosure Notice available on our Website.
19. Trading with CFDs on Gold and Silver.
19.1. Trading with CFDs on Gold and Silver is based on spot prices and does not include the actual delivery of the quantities that have been purchased or sold.
19.2. When trading with CFDs on Gold and Silver, the price of the precious metal shows the proportion in which it is traded against the currencies.
19.3. You acknowledge that the prices of CFDs on Gold and Silver are indicated via the Trading Platform and may differ from the minimum prices of other investment intermediaries.
19.4. Trades in CFDs on Gold and Silver are concluded in the manner specified in clause 11, using the methods of communication specified in clause 10 above.
19.5. We may, at our complete discretion, determine Restricted Price Zones in which you cannot place Pending Orders. Usually, these are prices that are too close to or too far from the market price of an instrument.
20. Commencement, Duration and Termination.
20.1. This Agreement shall come into effect on the date on which you accept these terms through our Website or otherwise indicate your acceptance to us in writing (including email). This Agreement shall continue until terminated in accordance with clause 6.12 and 20.2.
20.2. Either of us may terminate this Agreement:
20.2.1. by the written consent of both of us; or
20.2.2. by either of us giving the other fourteen (14) days prior notice in writing, and you acknowledge that if you have open positions, we shall have the right to close them. We are not obliged to provide any grounds for such termination.
20.3. Either of us may terminate all or any part of this Agreement immediately on written notice if:
20.3.1. you commit a breach of any of your obligations under this Agreement;
20.3.2. there are events as described in clause 26 "Force Majeure";
20.3.3. we suspect that you may be engaged in credit card fraud, money laundering, funding terrorism and/or any relevant criminal conduct.
20.4. As a client of Trading 212, you agree that you will not behave in an inappropriate manner towards Trading 212 or any of their employees. Inappropriate behaviour can include but is not limited to - Swearing, Abusive Language, Racism, Discrimination, Harassment, Defamation, Abuse of the Chat / Email System, Misuse of Social Media Channels and Spam. Trading 212 reserves the right to terminate your Agreement in these circumstances.
20.5. Immediately in the event of Us receiving official proof of the death of the Client, we shall close any open positions of the Client irrespective of their current result and hold any Client’s assets in custody until we are presented with official evidence of the legal successors of the deceased Client and concrete instructions by an authorised person on how to proceed thereafter.
20.6. We reserve the right to terminate all or any part of the Services without prior notice in cases where we suspect market abuse. In such cases, we reserve the right to refuse to execute your orders or instructions and to void all your trading transactions, even if they have already been confirmed by us. In this case, we shall have the right to not pay the amounts received in your account as a result of such transactions. In the above cases, we shall not be held liable for any damages incurred by you.
21. Your Confirmations.
21.1. You warrant, represent and undertake that:
21.1.1. all information that you supply to us is complete, true, accurate and not misleading in any material respect;
21.1.2. you are entering into this Agreement as principal and not as another party's agent or representative;
21.1.3. you are not under any legal disability with respect to and are not subject to any law or regulation which prevents your performance of this Agreement and you are not an executive employee, manager, director, member of the board of directors or similar of any regulated market and/or a corporation whose stocks are traded on such regulated market;
21.1.4. you have obtained all necessary consents and have the authority to enter into this Agreement;
21.1.5. you are in compliance with all laws and regulations to which you are subject, including but not limited to local financial regulations and local tax laws; and
21.1.6. you shall not act in any way other than in the normal course of business or seek to manipulate the relevant financial market and/ or the Trading Platform, including but not limited by entering into transaction which may qualify as:
184.108.40.206. Market abuse (such as an insider trading or an abusive use of confidential information) or any similar practices which may qualify as market abuse;
220.127.116.11. Acting in concert with third party or similar abusive or manipulating way of using the Trading Platform;
18.104.22.168. Platform abuse, price manipulation, time manipulation or similar practices.
21.2. Breach of any of the undertakings made under clause 21.1 shall be deemed a material violation of this Agreement and shall entitle us to unilaterally cancel and deem void any Order made in violation of clause 21.1, to close your Account and to terminate the Agreement. In such case, we shall not be held liable for any damages, loss of profits or any other real or contingent obligations incurred by you.
21.3. You must immediately inform us, in writing, of any material changes to the information you provide to us in your original application form, such as changes to your contact details or any adverse matters or changes relating to your financial status.
22. Risk Warnings.
22.1. Before trading in CFDs, you must ensure that you fully understand the risks involved. CFDs are complex instruments and come with a high risk of losing money rapidly due to leverage. We are required by law to notify retail clients about the percentage of Retail Clients who have lost money trading CFDs with us during the last 12 months. This disclosure will be made available on our website: www.trading212.com. You should consider whether you understand how CFDs work and whether you can afford to take the high risk of losing your money. By entering into this Agreement, you agree that we may provide you with a description of some of the risks involved in trading CFDs on our Website and in the Risk Disclosure Notice.
22.2. If you do not have access to the internet and cannot access the Website, please notify the customer service team. If requested, we shall provide you with a hard copy document that contains a description of some of the risks involved in trading CFDs.
22.3. Trading in CFDs may not be suitable for all investors due to its high risk and complex nature. You may lose all or most of your initial payment and may be required to make additional payments. You shall be responsible for your own trading decisions. If you are in any doubt, you should seek independent advice.
22.4 Trading in CFDs relies on the price movement (appreciation and depreciation) of underlying instruments. You are therefore exposed to similar but magnified risks to holding the underlying instruments. The value of the underlying instruments may go up and down. Due to the use of leverage, CFD trading carries a higher degree of risk than ordinary share dealing and may not be suitable for everyone.
22.5 The trading you conduct on our Trading Platform is not conducted on an exchange or a market and is not cleared on a central clearinghouse. The CFD transactions are contracts with us as your counterparty.
23. Conflicts of Interest and Disclosures.
23.1. We are required, in accordance with the FCA rules, to take all reasonable steps to identify conflicts of interests between ourselves and our clients or between one client and another, which arise through the provision of our investment services. We shall provide you with our Conflicts of Interest Policy along with the Client Agreement. Our Conflicts of Interest Policy sets out the types of actual or potential conflicts of interest which affect or may affect our Services under this Agreement and provides details of how these are sought to be managed.
23.2. You shall notify us promptly of any potential conflict affecting our provision of the Services of which you are or become aware.
23.3. We may, without prior reference to you, recommend transactions or provide services in circumstances where we have, directly or indirectly, a material interest or a relationship of any description with another party that may involve a potential conflict with our duty to you. We maintain organizational and administrative arrangements with a view to taking all reasonable steps to prevent a conflict of interest constituting or giving rise to a material risk of damage to your interests.
23.4. Subject to the FCA rules, we shall not be liable to account to you for any profit, commission, remuneration made or received from or by reason of such transactions or any connected transactions, and our fees shall not unless otherwise provided, be abated thereby.
24.1. Both parties shall hold in confidence all personal, business, financial and other confidential information which is obtained about the other party as a result of providing the Services to you and shall use all reasonable endeavours to prevent any disclosure of such information, subject to clause 24.1.1.
24.1.1. We may disclose information about you in the following circumstances:
24.1.2. to any authority having the legal right to your information (including any law enforcement or tax authority);
24.1.3. where we are required to disclose information pursuant to any court order or a similar process;
24.1.4. where we are otherwise required or permitted by law to make disclosure; or
24.1.5. where necessary in order to provide you with the Services.
25. Customer Due Diligence and Data Protection.
25.1. We are required to identify and verify the identity of our clients and, in certain circumstances, those of other persons such as directors or beneficial owners, in accordance with the Money Laundering Regulations 2017, and to keep that information updated. We have undertaken a risk-based approach to this process, which might require obtaining, among other things, documentary proof of your name, date of birth and address. You shall agree that we may make checks using online electronic verification systems or other databases as we may decide. You shall agree that we may, including by applicable laws, use additional online electronic verification tools that might request, among other things, further details, documents, photo and video evidence from yourself. If you cannot satisfactorily prove your identity, you may not be able to open an account with us or may have to close your existing account. We may also report to official agencies any information which may come to our attention that gives rise to money laundering or terrorist financing concerns. We may be prohibited from notifying you of any report we may have to make or from either confirming or denying that a report has been made. If we submit a report to the National Crime Agency or analogous authority, we may be prohibited from continuing the provision of Services to you while the authorities undertake their own investigations; and we may be ordered to stop providing Services altogether. In those circumstances, we shall not be able to accept responsibility for any resulting loss or inconvenience.
25.2. We shall obtain and hold personal details about you (and other persons such as directors or beneficial owners) in accordance with the relevant data protection and anti-money laundering legislation. By instructing us to provide the Services to you, you consent (both during the market hours and subsequently) to allow our carefully chosen suppliers and us, advisers and subcontractors, to use these details solely to comply with our reporting and client verification obligations, to monitor, develop and improve our services, including the IT systems used in relation to the provision of such services.
25.3. We shall not be liable for losses, damages or delays arising from our compliance with any statutory or regulatory requirements.
25.4. Where agreed by you, we may also use such information for marketing to you and for carefully chosen third parties to market their products and services to you, which we consider may be of interest to you. You may notify us at any time in writing if you do not want us to use or share such information for all or some of these marketing purposes.
25.5. You shall have the right of access, under the relevant data protection legislation, to the personal data that we hold about you. You can request a free copy of such information we hold in line with the General Data Protection Regulation.
25.6. You shall agree that we, or our agents acting on our behalf, may carry out such credit reference, identity, money laundering, compliance regulatory reporting and fraud prevention or other checks using online or other databases, including checking the sources of funds or your wealth, as we may decide. These agencies may keep a record of that search.
26. Force Majeure.
26.1. Whilst we endeavour to comply with our obligations in a timely manner, we shall incur no liability whatsoever for any partial or full default of our obligations by reason of any cause or event beyond our reasonable control, including but not limited to any communications, systems or computer failure, market default, suspension, failure or closure, or the imposition or change (including a change of interpretation) of any law or governmental or regulatory requirement and we shall not be held liable for any loss you may incur as a result. In addition to and notwithstanding any of the above, the Force Majeure definition shall include, but shall be not limited to any superior force, any event that encompasses acts of god (such as earthquakes or tsunamis, etc.), certain acts of man of a disruptive and unforeseeable nature, industrial action, epidemics, pandemics, actions by government agencies, or work stoppages, any material change in economic conditions or any other event, that is beyond the reasonable control and was and whose effects could not be avoided by reasonable measure.
26.2. Force Majeure shall include any of the following: the suspension or failure of any financial instrument, whether underlying or not, the suspension or closure of any markets, exchanges, the nationalisation and/or government sequestration, the failure of any of our suppliers, and if applicable our intermediate broker, agent or principal, dealer or any custodian, sub-custodian, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations. Whereas in any such event, we will try to take reasonable steps to mitigate the effect of the said event in order to continue our operations and to continue to provide you with services and where we may therefore alter some of the (trading) terms and conditions as per this agreement.
27.1. If you need to contact us for any reason in relation to this Agreement, please do so:
27.1.1. by post: Trading 212, 107 Cheapside, London EC2V 6DN;
27.1.2. by telephone: +44 203 769 98 97;
27.1.3. by the Chat button on the website and on the trading platform;
27.1.4. by email: firstname.lastname@example.org.
27.2. We may contact you and give you any notices in connection with this Agreement by post, telephone, fax or by electronic means using the latest address, telephone number, fax number or electronic mail address which you have provided. Please provide us with prompt notice of any change to your contact details.
28.1. We may change the terms of this Agreement for any of the following reasons:
28.1.1. where we reasonably consider that:
22.214.171.124. the change would make the terms easier to understand or fairer to you; or
126.96.36.199. the change would not be to your disadvantage; or
28.1.2. to cover the improvement of the Services, the introduction of a new service or the replacement of a Service with a new one; or
28.1.3. to enable us to make reasonable changes to the way we provide the Services to you as a result of changes in the financial system, technology or the systems we use to run our business; or
28.1.4. as a result of a requirement under the applicable law and regulation.
28.2. If we make a change in accordance with this clause 27, we shall always give you at least 30 days’ written notice before we make the change, except as required by applicable law or regulation.
29.1. Please inform us about any complaint as soon as practicable using the details set out in clause 27. We have a written internal complaints handling policy on our website, as required by the FCA's rules.
29.2. If you are unhappy with the service that you receive from us or if we have been unable to resolve the complaint to your satisfaction, you may be entitled to refer the matter to the Financial Ombudsman Service (which provides consumers with a free, independent service for resolving disputes with investment firms) via the website: www.financial-ombudsman.org.uk, telephone: 0300 123 9 123 or 0800 023 4567, email: email@example.com or in writing: The Financial Ombudsman Service, Exchange Tower, London E14 9SR, United Kingdom.
29.3. In the event that we are unable to meet our obligations to you, you shall have the right to seek compensation from the Financial Services Compensation Scheme (the "FSCS") in respect of the Services. This depends on the type of business and the circumstances of the claim. As of the date of this Agreement, compensation is limited to 100% of the first £85,000. Further information about compensation arrangements is available from the Financial Services Compensation Scheme via the website: www.fscs.org.uk, telephone: 0800 678 1100 or 020 7741 4100 or in writing: Financial Services Compensation Scheme, 10th Floor, Beaufort House, 15 St Botolph Street, London EC3A 7QU.
30. General Provisions.
30.1. English shall be the language for communication between you and us for the duration of this Agreement unless otherwise agreed. This Agreement can be translated into different languages. If there are any inconsistencies between different language versions, the English language version shall prevail.
30.2. By signing this Agreement, you shall be obliged to notify us promptly of any changes to the information you have provided to us.
30.3. This Agreement shall supersede all prior written agreements entered into by you and us in relation to the provision of the Services. This shall not affect any rights or obligations that you or we may have under any previous terms of business relating to these services.
30.4. If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part of the provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
30.5. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the parties shall negotiate in good faith to amend such provisions so that, as amended, they are legal, valid and enforceable, and, to the greatest extent possible, meet the parties’ original commercial intention.
30.6. Neither of us shall assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of our rights or obligations under this Agreement.
30.7. In no event shall any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this Agreement or by law be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
30.8. Nothing in this Agreement (or any of the arrangements contemplated herein) shall be deemed to create a partnership between you and us.
30.9. A person who is not a party to this Agreement shall not have any rights under or in connection with it.
30.10. This Agreement shall be governed by and construed in accordance with the laws of England and shall be subject to the exclusive jurisdiction of the English courts.