Terms of Business
Version 1.0 — June 2026
1. Introduction
1.1. ST Global Markets (Mauritius) Limited (the "Company", "us", "we", "our" or "ourselves" as appropriate) is a company incorporated in the Republic of Mauritius under Business Registration Number C20170435, whose registered office is at 3rd Floor, Block C, Nexera, Côte d'Or Technopole, Minissy, Moka, Republic of Mauritius.
1.2. The Company is licensed and regulated by the Financial Services Commission of Mauritius (the "FSC") and holds:
a Global Business Licence (Licence No. GB20025244), issued under section 72 of the Financial Services Act 2007; and
an Investment Dealer (Broker) Licence (Licence No. GB20025244), issued under section 29 of the Securities Act 2005.
1.3. This agreement (also referred to as the "Client Agreement" or the "Agreement") contains the terms of business governing your trading activities with the Company. It is an agreement between you (referred to as "you", "your" or the "Client") and the Company.
1.4. The following documents form part of, and should be read together with, this Agreement (together, the "Agreement"):
the Risk Disclosure and Warning Notice;
the Order Execution Policy;
the Conflicts of Interest Policy;
the Privacy Policy;
your completed Application Form;
the Trading Conditions, Contract Specifications and any product or account-specific terms published on the Website; and
any further terms and conditions issued by the Company in respect of particular Services, Trading Accounts or Transactions.
1.5. By completing and submitting the Application Form, or by ticking the relevant "I agree" box online, you acknowledge that you have read, understood and agree to be legally bound by the Agreement.
1.6. The Agreement and the Website are provided in English. Where any part of the Agreement or the Website is translated into another language, the English version shall prevail in the event of any conflict. The Agreement should be read carefully and understood by you for your own benefit and protection.
1.7. The Company is required by the Securities Act 2005 and the rules, codes and guidelines issued by the FSC (the "FSC Rules") to act honestly, fairly and professionally and in accordance with your best interests. The Securities Act 2005 and the FSC Rules will prevail over this Agreement to the extent of any conflict.
1.8. This Agreement may be amended from time to time in accordance with clause 27 (Amendment and Termination), upon notice to you.
1.9. The Agreement commences on the date on which you receive notice from the Company that your Trading Account has been activated, and continues until terminated by either party in accordance with clause 27.
2. Important Information
2.1. The trading Services provided by the Company are limited to margined foreign exchange transactions ("FX") and Contracts for Difference ("CFDs") on FX, metals, commodities, indices and cryptocurrencies, provided on an execution-only basis.
2.2. The Company does not provide investment advice, personal recommendations, portfolio management or discretionary services. No information provided by the Company constitutes advice on the merits or suitability of any Transaction or its tax consequences. You will not benefit from any rules on assessing suitability and, if you are in any doubt as to whether trading with the Company is suitable for you, you should seek independent advice before entering into this Agreement or any Transaction.
2.3. FX and CFD trading involves a high degree of risk and is not suitable for all investors. You should ensure you fully understand the nature of the products, the risks involved (including the risk of losing your entire invested capital), and the terminology used, before trading. Please read the Risk Disclosure and Warning Notice carefully.
2.4. When trading FX and CFDs you are speculating on the movement of the price of an underlying asset or instrument. At no stage do you acquire, hold or take delivery of the underlying asset. CFDs are bespoke products and their price may not exactly reflect the price of the underlying.
2.5. You are responsible for monitoring your open positions at all times. The Company has the right to close your open positions in the circumstances described in this Agreement, including where margin requirements are not met.
2.6. All Transactions are legally enforceable. You are responsible for your own tax position; the Company does not provide tax advice (see clause 30).
3. Our Capacity and Dealing Model
3.1. The Company provides its Services on an execution-only basis and operates a straight-through-processing (STP) model.
3.2. The Company quotes prices for FX and CFDs which are derived from its third-party liquidity provider(s). When you place an Order, the Company executes the resulting Transaction against its own prices and hedges its exposure back-to-back with one or more liquidity providers.
3.3. Each FX and CFD Transaction is entered into between you and the Company as counterparty to that Transaction. The Company does not act as your agent and does not execute your Orders on a regulated exchange or multilateral trading facility.
3.4. The Company operates on a matched-principal basis: for each Client Transaction it enters into a corresponding and offsetting transaction with a liquidity provider, so that the Company does not seek to take, or to profit from, proprietary market positions against you. The Company's remuneration arises from spreads and/or commissions, and not from your trading losses.
3.5. The Company does not warehouse Client market risk on its own account (a practice sometimes referred to as "B-booking"). Should the Company's dealing model change in any material respect in the future, it will update this Agreement and the Conflicts of Interest Policy and give you notice in accordance with clause 27.
4. Risk Disclosure and Warning Notice
4.1. Trading in leveraged products such as FX and CFDs is speculative and carries a high degree of risk to your capital. These products are not appropriate for all investors. You should ensure you understand all the risks and, where appropriate, seek independent advice before entering into any Transaction.
4.2. You should be aware that losses may occur rapidly and, for Professional Clients, may exceed the funds deposited as margin (see clause 14 in relation to Retail Clients and negative balance protection).
4.3. The Company is under no obligation to assess the suitability or appropriateness of any product in relation to your particular circumstances, and provides no guarantee or forecast of profit or freedom from loss.
4.4. You are required to read and understand the separate Risk Disclosure and Warning Notice, which forms part of this Agreement and sets out the key risks of trading with the Company in greater detail.
5. Services
5.1. Subject to your fulfilling your obligations under the Agreement, the Company may enter into Transactions with you in the Instruments specified in the Contract Specifications published on the Website.
5.2. The Company carries out all Transactions on an execution-only basis. The Company is under no obligation, unless otherwise agreed in writing, to monitor or advise you on the status of any Transaction, to make margin calls, or to close out any open position on your behalf.
5.3. The Company will not provide investment advice or personal recommendations, and will not make statements of opinion intended to encourage you to enter into any particular Transaction.
5.4. The Company does not provide physical delivery of any underlying asset. Any profit or loss is credited to or debited from the Trading Account when the Transaction is closed.
5.5. The Company may from time to time make available general market information, commentary or research via the Website or other channels. Such information is general in nature, is not investment advice, and is provided without any representation or warranty as to its accuracy, completeness or suitability.
5.6. The Company may, in its reasonable discretion, decline to provide the Services to any person and is under no obligation to give reasons.
6. Client Classification
6.1. The Company classifies each Client as either a Retail Client or a Professional Client, in order to provide an appropriate level of regulatory protection.
6.2. Unless otherwise expressly agreed and confirmed in writing, the Company will classify you as a Retail Client, which provides the highest level of protection. A Client may be classified as a Professional Client only where the Client meets the criteria of a sophisticated investor under the Securities Act 2005 and the Company agrees in writing to such classification.
6.3. You may request, or the Company may propose, a change of classification. The Company is not obliged to agree to any such request and may decline to provide a Service if a re-classification is requested.
6.4. In assessing and applying your classification, the Company relies on the truth, accuracy and completeness of the information you provide. You must notify the Company in writing without delay of any change in your circumstances that could affect your classification.
6.5. The Company may review and, where appropriate, re-classify you. Where the Company re-classifies you, it will notify you and give you not less than fourteen (14) days' notice.
7. Account Opening, Eligibility and Client Due Diligence
7.1. Before opening a Trading Account, and on an ongoing basis thereafter, you must provide the Company with all information and documentation it requires to comply with its obligations under the Financial Intelligence and Anti-Money Laundering Act 2002, the regulations made thereunder, the FSC's AML/CFT framework, and applicable sanctions requirements (together, "AML/CFT Requirements").
7.2. This includes, without limitation, evidence of your identity and address, your source of funds and (where required) source of wealth, your tax residence and self-certification, and a declaration as to whether you are a Politically Exposed Person.
7.3. The Company may refuse to open a Trading Account, may suspend or restrict an existing Trading Account, and may decline or delay any deposit, withdrawal or Transaction, where it considers this necessary to comply with AML/CFT Requirements or any other Applicable Law, and is not obliged to give reasons.
7.4. The Company does not provide Services to persons resident or located in any jurisdiction where the provision of such Services would be contrary to local law or regulation, or to any category of person the Company has determined it will not onboard. The current list of restricted jurisdictions is published on the Website. It is your responsibility to ensure that your use of the Services is lawful in the jurisdiction in which you are resident or located.
8. Order Execution Policy
8.1. All Orders are executed in accordance with the Company's Order Execution Policy (as amended from time to time), which is available on the Website and forms part of this Agreement.
8.2. By placing an Order with the Company, you consent to your Order being executed in accordance with the Order Execution Policy, including execution outside a regulated market or multilateral trading facility.
9. Orders and Order Execution
9.1. The Company will accept instructions and Orders from you to open or close a Transaction when the Company's quote reaches or trades through your specified level.
9.2. The following rules apply to Orders and their execution:
Orders should be placed via the Trading Platform during the Company's usual trading hours (set out on the Website). The Company will generally not accept Orders through any other medium;
in the event of a Trading Platform failure during usual trading hours, closing Orders only may be placed by telephone or other live communication medium, provided the Company can verify your identity. The Company may refuse to accept opening Orders by such means;
the Company may decline to accept or execute an Order in the circumstances described in clause 9.6;
all Orders are based on the Company's quote and are deemed Good Till Cancelled (GTC) unless otherwise specified;
Orders are accepted, monitored and executed only during the Company's usual trading hours for the relevant Instrument;
Orders will be executed at the first reasonable price available to the Company on the basis of its quote. Where a market gaps, an Order may be executed at a price materially different from the level specified ("Gapping");
the price level at which an Order is executed is not guaranteed;
it is your responsibility to cancel any Order you have placed; until cancelled, an Order may be executed;
an Order will not be filled if you have insufficient funds on your Trading Account to execute it in full;
the Company is not obliged to notify you that an Order has been filled other than through the contract notes, confirmations and statements referred to in clause 25.
9.3. A Stop Loss Order is an instruction to close an open position at a level less favourable than the prevailing price. Acceptance of a Stop Loss Order is not a commitment to execute at your specified level; if that level is not available once the Order is triggered, the Company will execute at the next available price and according to the position of your Order in the execution queue.
9.4. When executing Orders, the Company will take reasonable steps to obtain the best possible result for you in accordance with the Order Execution Policy.
9.5. It is your responsibility to ensure there is sufficient Equity in your Trading Account for any Order you place. The Company will not be liable for any loss arising where an Order is not executed because of insufficient funds, and may refuse any Order that would put your Equity into a negative position.
9.6. The Company may decline to accept or execute an Order, in particular where:
the Order would or could breach the Agreement, the FSC Rules or any Applicable Law;
the Order is of a size the Company does not wish to accept;
any amount is outstanding from you to the Company;
the applicable margin requirement has not been met;
an Insolvency Event has occurred in relation to you;
the Company or its systems are affected by a Force Majeure Event; or
the Company reasonably considers it inappropriate or not commercially viable to accept the Order.
9.7. The Company may correct, amend, delete or cancel a Transaction or Order where it is executed at an Error Quote (Spike), where the Company makes a Manifest Error, or where you have breached clause 11 (Prohibited Conduct), acting in good faith and in accordance with common market practice.
9.8. All telephone conversations with the Company's dealers may be recorded, and an electronic record of your activity on the Trading Platform may be kept. You consent to such recording. Records may be used as evidence in any dispute and for training and compliance purposes.
10. Quotes and Spreads
10.1. Quotes provided via the Trading Platform are indicative, current as at the time displayed, and do not constitute an offer to buy or sell at that price. All quotes are subject to market volatility.
10.2. The Company specifies the Spread for each Instrument in the Contract Specifications on the Website. The Company may change Spreads, including where there is excessive volatility in the markets or venues from which it derives its quotes.
10.3. The Company takes into account the underlying asset price but is under no obligation to ensure that its quotes are within any particular percentage of the underlying price. Where the underlying market is closed, quotes reflect the Company's reasonable view of the current price.
11. Prohibited Conduct
11.1. You must not, in relation to the Company's systems, Trading Platform or Trading Account:
use any software, device or strategy intended to exploit latency, price errors or system delays, or to obtain prices that do not reflect prevailing market rates;
intercept, monitor, damage or modify any communication not intended for you;
use any virus, worm, Trojan horse or other harmful code, or otherwise damage, disable or impair the Company's systems;
send unsolicited communications not permitted under Applicable Law;
gain or attempt to gain unauthorised access to, or reverse-engineer or circumvent the security of, the Trading Platform;
place excessive requests on the server liable to cause delays in execution; or
engage in Abusive Trading.
11.2. Where the Company reasonably suspects a breach of clause 11.1, it may amend, void or cancel any affected Order or position. You will be liable for, and will indemnify the Company against, any loss arising from such conduct.
11.3. Where the Company reasonably determines that you have engaged in Abusive Trading, it may, in addition to any other right under this Agreement and acting in good faith:
void, close or reverse any affected Transaction;
withhold, cancel or reverse any profit derived, directly or indirectly, from the Abusive Trading; and
limit any withdrawal or payment to you to the return of your net principal deposited amount, being the total funds you have deposited less any genuine (non-abusive) trading losses, charges, fees and amounts otherwise due to the Company, retaining no profit attributable to the Abusive Trading.
The Company will notify you where it exercises any right under this clause 11.3 and will, on request, provide a summary of the basis on which it did so.
12. Margin Requirements and Close-Out
12.1. You must provide and maintain, at all times, the Initial Margin and any further margin the Company requires in respect of your open positions. Margin requirements for each Instrument are published on the Website.
12.2. The Company may change margin requirements on five (5) Business Days' prior written notice, and without prior notice in the case of a Force Majeure Event or Market Disruption Event.
12.3. It is your responsibility to ensure that sufficient cleared funds are available on your Trading Account to meet margin requirements. A failure to meet a margin requirement may result in the closing-out of some or all of your open positions without prior notice to you.
12.4. The Trading Platform monitors your Equity-to-Margin ratio on a real-time basis. Where that ratio falls to or below the stop-out level of 30%, the Trading Platform will automatically close open positions, beginning with the position showing the greatest loss, until the ratio is restored.
12.5. The Company may make margin calls but is under no obligation to do so, and is not liable for any failure to contact or attempt to contact you in respect of a margin call.
13. Closure of Positions
13.1. You may close a long position by selling at the bid price, and a short position by buying at the ask price.
13.2. Positions may normally be closed at any time during the Company's usual trading hours. In certain market conditions it may not be possible to close a position at the price requested, in which case the Company may close it at a price it reasonably determines in light of prevailing market conditions.
13.3. Where you hold more than one position in the same Instrument, those positions will normally be closed independently and in the manner you select, unless otherwise agreed.
14. Negative Balance Protection
14.1. The Company provides negative balance protection to Retail Clients. Where, following the close-out of all positions on a Retail Client's Trading Account, the account shows a negative balance arising from trading, the Company will, as a matter of policy, reset that negative balance to zero, so that a Retail Client cannot lose more than the funds deposited in the relevant Trading Account.
14.2. Negative balance protection does not apply, and the Client remains liable for the full negative balance, where the negative balance arises wholly or partly from:
Abusive Trading, fraud, market abuse or any other breach of this Agreement;
a Manifest Error or Error Quote that is subsequently corrected; or
any other conduct by the Client falling outside ordinary, good-faith trading.
14.3. Negative balance protection does not apply to Professional Clients. A Professional Client may lose more than the funds deposited and remains liable to the Company for any negative balance on the Trading Account.
14.4. Negative balance protection applies on a per-Client basis across the Client's Trading Accounts and does not entitle the Client to any payment from the Company.
15. Commissions, Charges and Other Costs
15.1. You shall pay the Company all commissions, spreads, financing charges and other costs applicable to your Trading Account and Transactions, as set out in the Trading Conditions and Contract Specifications on the Website. The applicable costs depend on the type of Trading Account you hold. The Company offers a range of account types from time to time, the names, features, spreads, commissions, financing charges and eligibility criteria of which are published on the Website and/or notified to you when your Trading Account is opened. The Company may introduce, vary, rename or withdraw account types from time to time, and certain account types may be made available only to Clients introduced by a particular introducing broker or affiliate, or may be subject to other specific eligibility conditions.
15.2. Depending on the Instrument and account type, costs may include spreads, commissions (charged as a fixed amount or as a percentage of trade value), and overnight financing charges ("Swap" or "Rollover"). Swap rates and Contract Specifications are published on the Website.
15.3. The Company may vary commissions, spreads, charges and other costs from time to time and will provide notice in accordance with the FSC Rules. Changes are published on the Website.
15.4. You acknowledge that the Company may make payments to, and receive payments from, third parties (including introducing brokers and affiliates) who help to introduce or service clients. The Company will disclose the existence and general nature of such arrangements as required by the FSC Rules and the Conflicts of Interest Policy.
15.5. All amounts due to the Company under the Agreement may be deducted from the balance held on your Trading Account.
15.6. An inactivity fee of USD 30 (or the equivalent in your account currency) per month may be charged on any Trading Account that has had no trading activity for a continuous period of 180 days. The transfer of funds is not trading activity.
15.7. If you fail to pay any amount when due, the Company may charge interest on the overdue amount at the Bank of Mauritius Key Rate plus 4% per annum, accruing daily until payment is made in full, before and after any judgment.
16. Payments
16.1. You may deposit funds into your Trading Account by bank transfer or by cryptocurrency transfer through the Company's designated payment provider. The Company does not accept deposits by debit card, credit card or cash. The cryptocurrencies, networks and any minimum amounts accepted are published on the Website.
16.2. The Company will not accept payments from, or make payments to, any third party or any anonymous source. Deposits must originate from an account or wallet held in your own name.
16.3. Funds deposited by cryptocurrency are credited to your Trading Account at a value determined by the Company by reference to the prevailing exchange rate at the time of receipt or conversion. You bear all exchange-rate risk and any network or processing fees associated with cryptocurrency deposits and withdrawals.
16.4. Withdrawals are returned, so far as reasonably practicable, to the same method and source from which the corresponding deposit was made (the same bank account or the same cryptocurrency wallet held in your name). Where this is not possible, the Company will agree an alternative method with you, subject to its AML/CFT Requirements.
16.5. The Company will process a valid withdrawal request within two (2) to five (5) Business Days of acceptance, provided that:
the request includes all necessary information;
the withdrawal is to an account or wallet in your own name (no third-party or anonymous payments);
there are no outstanding regulatory, legal or AML/CFT matters affecting the withdrawal;
the amount does not exceed the Equity in the Trading Account less any required margin and any amounts due to the Company; and
no Force Majeure Event prevents the Company from effecting the withdrawal.
16.6. The Company will credit your Trading Account within one (1) Business Day of receiving confirmation from the payment provider that cleared funds have been received.
16.7. The Company may deduct from your Trading Account any applicable payment or processing charges, and may set off amounts you owe it against funds held for you.
17. Client Money
17.1. The Company holds Client money in accordance with the Securities Act 2005 and the FSC Rules, and in accordance with its Client Money Policy, which is available on the Website.
17.2. Client money may be held by the Company in one or more of the following ways, and the Company may move funds between them in the ordinary course of providing the Services:
the majority of Client money is held in one or more designated segregated client bank accounts with approved banks;
a portion may be held in US Dollars with a third-party payment service provider used to process deposits and withdrawals; and
a portion may be transferred to the Company's liquidity provider(s) as margin, in connection with the offsetting positions the Company maintains under its straight-through-processing model (see clause 3).
17.3. Segregated client bank accounts. Client money held in segregated client bank accounts is held separately from the Company's own money, may not be used to meet the Company's own liabilities, and, in the event of the Company's insolvency, does not form part of the Company's estate.
17.4. Funds held with a payment service provider. A portion of Client money may be held in US Dollars with a third-party payment service provider for the purpose of processing deposits and withdrawals. Such funds are recorded as attributable to Clients and held separately from the Company's own assets, but you acknowledge that they are held subject to the operational, custody, credit and insolvency risk of that provider, and that the protections described in clause 17.3 for funds held in segregated client bank accounts may not apply in the same way.
17.5. Funds transferred to liquidity providers as margin. Because the Company operates a 100% straight-through-processing model, it transfers a portion of Client money to its liquidity provider(s) as margin in order to maintain the offsetting positions that correspond to Client Transactions. Such funds are held by the relevant liquidity provider subject to that provider's terms and to its credit and insolvency risk, and may, depending on those terms, be used or held by the provider as collateral. The Company remains responsible to you for the amounts so transferred, but you acknowledge that the protections described in clause 17.3 may not apply to funds held by a liquidity provider.
17.6. The risks described in clauses 17.4 and 17.5 are explained further in the Risk Disclosure and Warning Notice.
17.7. The Company does not pay interest on Client money. By entering into this Agreement you relinquish any right to interest on funds held by or on behalf of the Company.
17.8. The Company reconciles its records of Client money against the records of the banks, the payment service provider and the liquidity provider(s) holding such money on a daily basis, and corrects any difference promptly.
17.9. Where there has been no movement on your balance for at least six (6) years and the Company has been unable to contact you despite having taken reasonable steps to do so, the Company may cease to treat the balance as Client money; however, the Company will return the balance to you on request if it is in credit.
18. Currency
18.1. The Company may make any currency conversion it reasonably considers necessary to comply with its obligations or exercise its rights under the Agreement, at a rate it reasonably determines having regard to prevailing market rates.
18.2. All foreign-exchange risk arising from any Transaction, or from the Company's compliance with its obligations or exercise of its rights, is borne by you.
18.3. You may make payments to the Company in US Dollars (USD), Euros (EUR) or such other currencies as the Company may accept. Amounts in a currency other than your Trading Account currency will be converted at a rate determined by the Company.
19. Netting and Set-Off
19.1. Where, on any date, amounts are payable by each party to the other under the Agreement, those obligations are automatically netted, so that only the net amount is payable by the party owing the larger amount.
19.2. Where you hold more than one Trading Account with the Company, and any of those accounts has a positive balance while you owe amounts to the Company under any other account, the Company may set off the amounts owed by debiting any of your Trading Accounts, consolidating all obligations into a single net payment, regardless of account currency.
20. Conflicts of Interest
20.1. The Company, or an associate, affiliate or other connected person, may have an interest, relationship or arrangement that is material in relation to a Transaction and that may conflict with your interests.
20.2. The Company maintains a Conflicts of Interest Policy, which is available on the Website and forms part of this Agreement, describing how it identifies, prevents, manages and (where necessary) discloses conflicts of interest. By entering into this Agreement you acknowledge that you have had the opportunity to review that policy.
21. Limitation of Liability and Indemnity
21.1. Nothing in the Agreement excludes or restricts any duty or liability the Company owes to you under the Securities Act 2005 or the FSC Rules, or requires you to indemnify the Company to any extent prohibited by Applicable Law.
21.2. Subject to clause 21.1, the Company shall not be liable, in the absence of negligence, wilful default or fraud on its part, for any loss, damage, cost or expense you may suffer arising directly or indirectly from:
any error, failure, interruption or delay in the operation of the Trading Platform, your terminal or any communication, equipment or software;
any Force Majeure Event, Manifest Error or Market Disruption Event;
the acts, omissions or negligence of any third party, including liquidity providers, expert advisors, signal providers, social-trading platforms and payment providers;
any person obtaining your Access Data before you have notified the Company of its misuse;
the risks set out in the Risk Disclosure and Warning Notice, including currency risk, slippage and changes in tax rates;
your reliance on functions such as Trailing Stops, Expert Advisors and Stop Loss Orders;
your own trading decisions and those of any person authorised to act on your behalf; or
the contents, accuracy or completeness of any market information or commentary made available by the Company.
21.3. You will indemnify the Company, on demand, against all liabilities, costs, claims, demands and expenses of any nature which the Company suffers or incurs as a direct or indirect result of any failure by you to perform your obligations under the Agreement, or arising from your breach of clause 11 (Prohibited Conduct).
21.4. In agreeing to accept Orders and Transactions, and in setting prices and spreads, the Company has relied on the limitations and exclusions of liability in this clause 21 being valid and enforceable. If you do not accept them, you should not open or should close your Trading Account.
22. Representations and Warranties
22.1. You represent and warrant to the Company, on entering into this Agreement and each time you give an instruction, that:
the information you have provided in the Application Form and otherwise is true, accurate and complete in all material respects;
you have read, understood and agree to the Agreement, including the Risk Disclosure and Warning Notice;
you are duly authorised, and have full capacity, to enter into the Agreement and each Transaction, and are of sound mind and of legal age in your jurisdiction;
you act as principal and not as agent, representative, trustee or custodian for any other person, unless otherwise agreed in writing by the Company;
your entry into and performance of the Agreement does not breach any law, rule or agreement applicable to you, or any law of the jurisdiction in which you are resident or located;
the funds you use for trading are not, directly or indirectly, the proceeds of any unlawful activity, and are not used or intended to be used for terrorist financing or any other prohibited purpose; and
you are not a Politically Exposed Person, and you have no close association with such a person, except as disclosed to the Company in writing.
22.2. You must notify the Company in writing without delay if any representation or warranty ceases to be true.
23. Complaints and Disputes
23.1. If you have a complaint about the Services, you should raise it with the Company's Customer Support function as soon as reasonably practicable, by submitting the Complaints Form available on the Website. The Company's Complaints Handling Policy, available on the Website, sets out how complaints are handled.
23.2. Where your complaint concerns a specific Transaction or an entry on a statement, you should notify the Company within five (5) Business Days of the relevant Transaction or statement. It is your responsibility to check your statements, contract notes and trade confirmations and to notify the Company promptly of anything you believe to be incorrect.
23.3. The Company will acknowledge your complaint within five (5) Business Days of receipt and will investigate it and aim to provide a final response within a reasonable period and in any event within eight (8) weeks of receipt. Where the Company is unable to provide a final response within that period, it will inform you of the reasons and of the expected timeframe.
23.4. If you remain dissatisfied with the Company's final response, you may refer your complaint to the Financial Services Commission of Mauritius. Your right to take legal action is not affected by the existence or use of these complaints procedures.
23.5. The Company may decline to open new positions or accept new Orders (other than instructions to close positions) while there is an unresolved dispute relating to your Trading Account.
24. Notices and Communications
24.1. The Company may give notice to, and communicate with, you using your registered contact details, by any of the following means, each of which constitutes "Written Notice": in person; Trading Platform internal mail; email; telephone; SMS; live chat; post; or by publication on the Website.
24.2. Written Notice is deemed served: if by email, SMS, live chat or Trading Platform internal mail, immediately after sending (and, for email, provided no delivery-failure notification is received); if by post, seven (7) calendar days after posting; and if published on the Website, one (1) hour after publication.
24.3. The Company will confirm executed Transactions to you by the next Business Day after execution, and will make available a statement of your Transactions for each month in which there has been activity.
24.4. You must notify the Company immediately of any change to your contact details. All communications are in English.
25. Personal Data, Confidentiality and Records
25.1. The Company collects, uses, stores and otherwise processes your personal data in accordance with the Data Protection Act 2017 and its Privacy Policy, which is available on the Website and forms part of this Agreement.
25.2. Client information held by the Company is treated as confidential and is not used for any purpose other than the provision and administration of the Services, AML/CFT and due-diligence checks, research and statistical purposes, and (with your consent, where required) marketing.
25.3. The Company may disclose Client information where: required by law or court order; requested by the FSC, the Financial Intelligence Unit or another competent authority; necessary to prevent or investigate fraud, money laundering or other unlawful activity; necessary to provide the Services (including to banks, payment providers, authentication and due-diligence providers); to its professional advisers under a duty of confidentiality; to an affiliate or group company; to a successor or assignee under clause 30; to the Mauritius Revenue Authority in connection with FATCA and the Common Reporting Standard (CRS); to an introducing broker or marketing agent in connection with your account; or at your request or with your consent.
25.4. The Company keeps records relating to you, your Transactions and your account-opening documentation for at least seven (7) years after the termination of this Agreement, or such longer period as Applicable Law requires.
25.5. Telephone conversations and electronic communications between you and the Company may be recorded, and such recordings remain the property of the Company and may be used as evidence of the instructions or communications recorded.
26. Tax
26.1. You are solely responsible for obtaining your own tax advice and for complying with the tax laws applicable to you. The Company does not provide tax advice.
26.2. The Company is not liable for any tax owed by you and, subject to Applicable Law, does not withhold tax on your behalf. Where required by law (including FATCA and CRS), the Company may report information about you and your account to the relevant authorities.
27. Amendment and Termination
27.1. The Company may amend the Agreement (including the documents that form part of it) from time to time. Except where a change is required immediately by law, regulation or market conditions, the Company will give you not less than ten (10) Business Days' notice of any material amendment, by Written Notice or by publication on the Website. If you do not accept an amendment, you may close your open positions and terminate the Agreement in accordance with this clause before the amendment takes effect; your continued use of the Services after the effective date constitutes acceptance.
27.2. Either party may terminate this Agreement by giving not less than fifteen (15) days' Written Notice to the other.
27.3. The Company may terminate this Agreement immediately, and close any or all of your open positions on the basis of its current or next available prices, where:
you breach a material term of the Agreement;
any margin or other payment due is not received when due;
an Insolvency Event occurs in relation to you;
the Company has reasonable concerns regarding a breach of Applicable Law or the FSC Rules;
the Company suspects you are involved in fraudulent, unlawful or criminal activity, or in Abusive Trading;
any statement or representation you have made is or becomes false or misleading; or
the Company is required to do so to comply with AML/CFT Requirements or any other Applicable Law.
27.4. Termination does not affect any accrued right or obligation, or any open position or pending settlement, existing at the date of termination. On termination, all amounts you owe the Company become immediately due and payable, and the Company will return any balance due to you, subject to any applicable charges and rights of set-off.
28. Force Majeure and Market Disruption
28.1. The Company may reasonably determine that a Force Majeure Event or Market Disruption Event has occurred. Such events include, without limitation: strikes, riots, terrorism, war, natural disasters, fire, flood, power or communications failures, civil unrest, and acts or regulations of any government or regulator that prevent the Company from maintaining an orderly market; and the suspension, closure, illiquidity or excessive volatility of any relevant market or underlying Instrument.
28.2. Where the Company determines that a Force Majeure Event has occurred, it may, without prior Written Notice and acting reasonably and in good faith: change spreads, lot sizes or margin requirements; close out any or all open positions at prices it considers appropriate; cancel or execute Orders; refuse Orders; suspend or modify trading in any market; void any Transaction whose price is based on a third-party price that is subsequently cancelled; require immediate payment of amounts owed; or suspend or modify any provision of the Agreement to the extent the event makes compliance impossible or impractical.
29. Miscellaneous
29.1. The Company may suspend your Trading Account at any time where it reasonably considers it necessary, with or without Written Notice.
29.2. Where a situation arises that is not covered by the Agreement, the Company will resolve it in good faith and fairly, and, where appropriate, in a manner consistent with market practice.
29.3. No failure or delay by the Company in exercising any right or remedy operates as a waiver, and no single or partial exercise precludes any further exercise.
29.4. The Company may assign the benefit and burden of the Agreement to a third party, in whole or in part, provided the assignee agrees to be bound by the Agreement; such assignment takes effect ten (10) Business Days after you are deemed to have received notice of it. You may not assign or transfer your rights or obligations without the Company's prior written consent.
29.5. If any provision of the Agreement is held to be unenforceable, that provision is severed to the extent necessary and the remainder of the Agreement continues in full force.
29.6. A person who is not a party to the Agreement has no right to enforce any of its terms.
30. Governing Law and Jurisdiction
30.1. This Agreement is governed by, and construed in accordance with, the laws of the Republic of Mauritius.
30.2. The courts of the Republic of Mauritius have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement, and you irrevocably submit to that jurisdiction and waive any objection to proceedings being brought in those courts.
31. Definitions and Interpretation
31.1. In this Agreement, unless the context otherwise requires:
"Abusive Trading" means trading that exploits errors, latency, price misquotes or system delays, arbitrage of stale or erroneous prices, manipulative or coordinated trading, or any conduct the Company reasonably considers to be an abuse of the Services.
"Access Data" means the username, password and any other credentials used to access your Trading Account.
"Affiliate" means, in relation to the Company, any entity that controls, is controlled by, or is under common control with the Company.
"Applicable Law" means all laws, regulations, rules, codes and guidelines applicable to the Company and the Services, including the Securities Act 2005, the Financial Services Act 2007, the FSC Rules, the Financial Intelligence and Anti-Money Laundering Act 2002, and the Data Protection Act 2017.
"Application Form" means the account-opening form completed by you, whether online or otherwise.
"Ask Price" means the higher price in a quote, at which you may buy.
"Bid Price" means the lower price in a quote, at which you may sell.
"Business Day" means any day (other than a Saturday or Sunday) on which banks are open for business in Mauritius.
"CFD" or "Contract for Difference" means a contract whose value is determined by reference to fluctuations in the price of an underlying asset (including FX, metals, commodities, indices and cryptocurrencies), without acquisition or delivery of that underlying asset.
"Contract Specifications" means the specifications for each Instrument (including spreads, swaps, lot sizes, margin and trading hours) published on the Website.
"Equity" means the balance of your Trading Account plus or minus the floating profit or loss on your open positions.
"Error Quote (Spike)" means a price, or series of prices, subsequently determined to be unrepresentative of the actual market value of an Instrument.
"FSC" means the Financial Services Commission of Mauritius.
"FSC Rules" means the rules, codes and guidelines issued by the FSC under the Securities Act 2005 and the Financial Services Act 2007.
"Force Majeure Event" has the meaning given in clause 28.
"Initial Margin" means the margin required by the Company to open a position.
"Instrument" means any FX pair, metal, commodity, index or cryptocurrency CFD offered by the Company.
"Insolvency Event" means your bankruptcy, insolvency, incapacity, or any analogous event.
"Leverage" means the ratio of the size of a Transaction to the margin required to open it. Leverage magnifies both gains and losses.
"Manifest Error" means an obvious or palpable error by the Company or any third party in a quote, price or execution.
"Market Disruption Event" means an event that disrupts or prevents trading or pricing in a relevant market or Instrument.
"Order" means an instruction from you to open or close a position, or a Pending Order to do so once a specified price is reached.
"Professional Client" means a Client classified as such under clause 6, being a Client that meets the criteria of a sophisticated investor under the Securities Act 2005.
"Retail Client" means a Client who is not a Professional Client.
"Services" means the execution-only dealing services described in clause 5.
"Spread" means the difference between the Ask Price and the Bid Price.
"Trading Account" means the account maintained for you by the Company recording your Transactions, open positions, Orders and deposits and withdrawals.
"Trading Platform" means the MetaTrader 5 (MT5) electronic trading platform hosted on the Company's server, together with any related programs and facilities provided by the Company that enable you to receive quotes, place Orders and conduct Transactions.
"Transaction" means any FX or CFD contract entered into between you and the Company under this Agreement.
"Website" means the Company's English-language website at www.en.stgmarkets.com and its Spanish-language version at es.stgmarkets.com, together with any related client portal the Company maintains.
"Written Notice" has the meaning given in clause 24.
31.2. Words denoting the singular include the plural and vice versa; references to a person include bodies corporate and unincorporated; clause headings are for convenience only and do not affect interpretation. A reference to a statute includes any modification or re-enactment of it.