Okoora
The following are the terms of use for receiving various services from the companies in the Okura Group, including an information system provided by Okoora Financial Services Israel Ltd., Company Reg. No. 513906958 (“Okoora Israel”), who has a license to provide the information system, which allows the provision of services in connection with financial assets provided by Horizon trading rooms Ltd., Company Reg. No. 513906958, who is licensed to provide services in connection with financial assets, as such term is defined in the Supervision of Financial Services (Regulated Financial Services) Law, 2016, and Investment Marketing Services provided by Global Financial Horizons Ltd., Company Reg. No. 513813394, which holds an investment marketing license in accordance with the Regulation Regulating the Practice of Investment Consulting, Investment Marketing and Investment Portfolio Management, 1995 (together: the "Operating Companies").
Framework Agreement of the information system
Agreement for receiving services in connection with a financial asset
Agreement for receiving investment marketing services
Risk Disclosure
By registering for the Services, including the information system on the Okoora Israel website and receiving the services provided by the Operating Companies, you declare that you have read and understand the Framework Agreement of the Okoora Israel website and information system and Agreements for receiving the services that provided by the Operating Companies, which constitute a binding legal agreement between Okoora Israel and the Operating Companies and yourself, (the "Terms of Use"), that you agree to these terms and confirm that you will act in accordance with their instructions, that the Terms of Use will bind you to any matter and that you and / or anyone on acting your behalf will not have any claim and / or suit and / or demand against Okoora Israel and / or the Operating Companies and / or anyone acting on their behalf, except to the extent that Okoora Israel or the Operating Companies violated the Terms of Use. Okoora Israel and / or the Operating Companies may update the Terms of Use from time to time in a notice to the customer, and the continued receipt of the services constitutes the customer's consent to the update of the Terms of Use.
Framework Agreement for the Information System and Additional Services
1. General1.1. Okoora Financial Services Israel, Ltd., Reg. No. 513906958 (hereiafter: “Okoora Israel”) enables access to the website and use of the information system, as defined below ("the System" or "the Information System"), subject to the conditions set forth below. The Information System is supplied to end clients in Israel by Okoora Israel, in accordance with a Technology Distribution License provided by the global Okoora Group. The additional services are provided in conformity with companies that have a local license, while in Israel the services are provided by Horizon Trading Rooms Ltd., Reg. No. 513906958 and Global Financial Horizons Ltd., Reg. No. 513813394 in accordance with the relevant license held by each of them (the "Operating Companies"). The client must enter into a separate agreement with each of the Operating Companies, and the terms of this Framework Agreement shall apply to these agreements as well.
1.2. The use of masculine pronouns in this document is for convenience only, and what is said in it applies equally to all its users.
1.3. The information system is provided to the client under a personal, limited, and non-exclusive License to Use, intended for the client's needs only and subject to the provisions of this Framework Agreement and any authorizations to use that will be granted to the client on the Information System. The client may not transfer and/or assign its rights and/or obligations under this Framework Agreement this Framework Agreement to a third party unless it has obtained Okoora Israel's consent in advance and in writing.
1.4. You must read these terms carefully before registering and using the system. By checking the box as part of the registration process you confirm that you have read these terms and understood them and that you undertake to comply with them. It is impossible to use the System without checking the box and approving the Terms of Use as aforementioned. If you do not consent to the Terms, in whole or in part, you may not use the System for any purpose. 2. Using the System
2.1. The license to use the system is granted to you via Okoora Israel within the framework of this Framework Agreement (the "License"), and is a license to access and use the Information System, content, and services, through the website of Okoora Israel, depending on the usage route the client has chosen for managing foreign currency accounts and financial assets.
2.2. The client represents that it is not subject to any restriction, including personal, legal and/or contractual, to use the Information System and/or the services of the Operating Companies. To the extent that the client is an individual, the client represents that he/she is over the age of 18. The client undertakes to provide reliable information about their identity and hereby represents that he/she is not impersonating anyone else and is not an agent of any other entity other than the one he/she identified themselves as working for. If the client is a corporation, the person confirming the Framework Agreement on behalf of the corporation represents that they are an authorized signatory on behalf of the corporation and is authorized to bind the corporation to this Framework Agreement.
2.3. The client undertakes to protect the client's name and login password and is aware that it is strictly forbidden to disclose them to any third parties. The client undertakes that if an illegal and/or improper action is discovered and/or there is a suspicion that such an action has been taken in the information system, it will immediately notify the Company and verify receipt of the notice by the Company.
2.4. The client is responsible for ensuring that it has and will have at its disposal, at all times, appropriate computer hardware / backup measures / appropriate operating system and any relevant software for the proper use of the Information System.
2.5. Okoora Israel and the Operating Companies may, at their sole discretion, allow additional clients to receive the services and/or use the Information System. Without derogating from the aforesaid, Okoora Israel may, in its sole discretion, refuse to accept an individual and/or a corporation as users of the Information System, without being required to give reasons for such a decision.
2.6. Okoora Israel and the Operating Companies, may, under their sole discretion, immediately block and suspend any activity of a user of the Information System, and even completely stop the client's use of the Information System, at any time, including and especially in cases where there is a suspicion that the client is making a prohibited / illegal use of the Information System and / or the client violates the terms of use of the information system, all without prejudice to any right available to the Company in compliance with the provisions of any law.
2.7. It is clarified that the Information System is not a trading platform. The system presents information only and the system provider does not hold the client's funds and / or assets and is not a counterparty to the client's transactions.
2.8. Okoora Israel, may, under its sole discretion, allow or refuse to create multiple accounts for the same client in the Information System. In the event that multiple accounts are opened for the same client on the information system, Okoora Israel reserves the right to close any other account or consolidate the accounts and notify the client. 3. System Usage Fees
The fees for using the System are listed on the Okoora Israel website. Furthermore, Okoora Israel shall be entitled, by an advance notice to the client and in its sole discretion, to update the usage fees, both current and/or one-time fees. Okoora Israel may collect the usage fees and/or receive other consideration from the Operating Companies, which provide the client with services in a financial asset and/or investment marketing services.
The Agreement Term & Termination4. This Agreement shall be in force as of the date on which Okoora Israel approves the Client as a client of Okoora Israel and shall continue until it is revoked by either party by notice to the other party.
5. Okoora Israel and/or the Operating Companies may, at any time and at their sole discretion, cancel and/or amend and/or update and/or change the terms of the Framework Agreement or terms of other Agreements, by notice to the Client. The Client agrees that the continued use of the Information System after a change has been made in these terms constitutes the Client's consent to the amended terms. If the Client does not consent to the terms, the only remedy that shall be available to Client is to stop using the Information System and the client hereby waives any claim and/or complaint against Okoora Israel and/or the Operating Companies and/or anyone acting on their behalf.
6. Each party to the Agreement shall be entitled to terminate the engagement between the parties at any time by written notice, which shall be delivered to the other party ("Notice of Termination"), provided that such Notice of Termination is given by Okoora Israel is delivered to the Client 14 days before the Agreement ends.
7. To the extent that at the time of giving Notice of Termination, the Client has a debit balance with Okura Israel and/or the Operating Companies, the Client shall have to pay Okoora Israel and/or the Operating Companies by the end of the contract between the parties any amounts owed to Okoora Israel and/or the Operating Companies, including but not limited to, linkage differences, interest, fees, retention fees, cancellation fees, registered mail fees, and any other expenses.
8. The terms of this document shall continue to apply to actions and/or transactions that are pending on the date of termination of the contract between the parties until their expiration date, so that the Notice of Termination shall not affect the rights and obligations of Okoora Israel and the Operating Companies under the terms of this Agreement in respect to the said actions and/or transactions, including the ability and right of Okoora Israel and/or the Operating Company to collect funds due to it from the client in respect of those actions and/or transactions.
9. The Operating Company shall return to the Client the collateral that has not been realized, if any, within 30 days of the date of termination of the contract between the parties.
10. Notwithstanding the foregoing, Okoora Israel and/or any of the Operating Companies, may, in its sole discretion, cause the immediate termination of the contract between the parties when one or more of the cases listed below occurs ("Terminating Event"):
10.1. If the client has not paid Okoora Israel and/or the Operating Companies any amount due to it for the operations and transactions and/or does not provide Okoora Israel and/or the Operating Companies with any asset due to them in respect of any operations or transactions and/or does not fulfill any other obligation to Okoora Israel and/or the Operating Companies in respect of the operations and transactions.
10.2. If the Client has violated or does not comply with any of the terms of this Framework Agreement or any other obligation of the client, including and in particular in connection with the collateral.
10.3. If the Client decides to voluntarily liquidate or if a bankruptcy petition is filed against the Client, a liquidation order is issued to the Client, a receiver, liquidator/trustee, or special manager (temporary or permanent) is appointed for the Client and/or a receivership order is issued on the Client's property, in whole or in part.
10.4. If a foreclosure is imposed and/or a similar enforcement action is taken with respect to the Client's property, in whole or in part.
10.5. In the event that the Client is a corporation - if there is a change in the Client's control structure compared to the situation as of the date of signing this Agreement or in the event that the Client's name is deleted or is about to be deleted from any Registry that is maintained by law.
10.6. If the client stop repaying their debts or running his business, in whole or in part.
10.7. If the client's activity or a significant part thereof is stopped for a period of two months or longer.
10.8. If Okoora Israel deems, in its sole discretion, that an event has occurred that could materially impair the Client's monetary/financial capacity, whether or not such an event and/or the circumstances of its formation depend on the client and/or are under the Client's control.
10.9. If the client convenes a creditors' meeting to reach an arrangement and/or compromise with them
.10.10. In the event of Client's death (God forbid), disqualification, bankruptcy, imprisonment, or departure from the country.
10.11. If the client is required to repay an early repayment of any debts he owes to other creditors.
10.12. In the event that Okoora Israel and/or the Operating Companies determine that as a result of any change in the provisions of the law and/or for any other reason, the performance of the operations and/or the continued conduct of the operations and/or transactions become illegal, impossible for impractical for Okoora Israel and/or the Operating Companies.
11. The client represents that as of the date of signing this document, no Terminating Event has occurred to any client, and undertakes to notify Okoora Israel immediately of the occurrence of such event. For the avoidance of doubt, it is clarified that the above does not detract from the Client's obligations to pay Okoora Israel and/or the Operating Companies any debit balance where the client has an outstanding balance owed to Okoora Israel and/or the Operating Companies, and the Client undertakes to immediately transfer the remaining balance to Okoora Israel and/or the Operating Companies, and in any case no later than two business days of the first demand made by Okoora Israel, including in the name of the Operating Companies.
12. A client Termination Event shall not oblige Okoora Israel and/or the Operating Companies to terminate this agreement immediately and/or take the steps specified therein, in whole or in part, and/or to exhaust its rights towards the client, and Okoora Israel shall be entitled to not terminate this document Immediately and/or do not take the steps listed above and/or act in any other way.
13. In any event of termination of the contract between the parties, Okoora Israel and/or the Operating Companies shall not be obligated to keep the information in the client's account for the period after the termination of the agreement, except in accordance with the provisions of the law.
Limitation of Liability14. The information system is an assistance tool for the client to perform analysis, cuts, and calculations only, based on information entered in the Information System by the user himself or information originating from third parties that are not controlled by Okoora Israel. The data and/or information published in the information system were obtained in part from third parties, websites, and various sources of information, and are presented in the Information System "as-is". The information may change from time to time and therefore the Client must take into account that the information may be inaccurate and/or out of date and that after the publication of the information in the system there may be changes, which will not be immediately reflected in the Information System.
15. The client releases Okoora Israel and/or the Operating Companies and/or anyone on their behalf as well as the information providers of Okoora Israel and/or the Operating Companies from any liability for any damage, loss, loss of profit, expenses and payments that may be caused to the Client, whether directly or indirectly, as a result of any action or inaction, including the purchase of hedging and protection products by the Client, based on the Information System.
16. The client releases Okoora Israel and/or the Operating Companies and/or anyone on their behalf as well as the information providers of Okoora Israel and/or the Operating Companies from any liability for any damage, loss, loss of profit, expenses and payments that may be caused to the Client, whether directly or indirectly, of the Company's reasonable use of various means of communication such as: mail, telephone, e-mail, fax, or any other method of communication, including due to receipt of instructions presumed to be received from the Client.
17. Okoora Israel and/or the Operating Companies shall not be responsible for the execution, delay in execution or non-execution of its obligations under the provisions of the Agreement, in whole or in part, if they are the result of force majeure, i.e. an event or factor which, at the time of the conclusion of this Agreement, Okoora Israel did not know or foresee in advance, and/or an act of terrorism, plague, strike, shut-down, war, closure, severe weather conditions, malfunctions in the Internet system, malfunctions in third party systems, etc.
18. The Client confirms that there is no computer system completely free from glitches, bugs, need for updates, etc., and that the Company shall not be responsible for the occurrence of these events and their impact on the services. Without derogating from the above, the Client understands and agrees that no company can completely prevent hacks, intrusions and other cyber incidents and that Okoora Israel, including the Operating Companies, takes acceptable security measures but shall not be responsible for the results of such incidents.
19. Updating and/or protecting the information system may result in interruptions, restarts, etc. required by Okoora Israel servers whether or not they are under the control of Okoora Israel, to ensure the efficient functioning of the Information System. These actions may make the Information System inaccessible to the client for a certain period of time. The client confirms that Okoora Israel does not bear any responsibility for any damage and/or expense incurred by the Client in connection with the aforesaid.
20. The Information System is provided to Okoora Israel by a third party and is subject to the terms of use of that third party. In addition, the information system services are established and operate through computer systems, communication networks and the Internet, and therefore the use of the information system may be stopped and / or interrupted, etc. without any prior notice due to an independent cause at Okoora Israel. Accordingly, Okoora Israel, including its Operating Companies, shall be liable only for damages caused as a result of negligence or gross negligence by Okoora Israel and/or the Operating Companies.
21. Okoora Israel is not responsible for any action and/or damage of any kind that may be caused to the client and/or anyone on his behalf as a result of using the Information System and/or malfunctions in the Information System and/or violation of the terms of use and/or the instructions of Okora Israel and its Operating Companies, if and to the extent that these are provided, they should be completed by the client.
22. The Client undertakes to indemnify and compensate Okoora Israel and/or the Operating Companies and/or those on their behalf and/or a third party related to Okoora Israel and/or the Operating Companies for any damage and/or expense caused to any of them in connection to with and/or resulting from the violation of the terms of use of the Information System by the client and/or anyone on their behalf.
23. The Client agrees that in any case, if any liability is specified for Okoora Israel and/or the Operating Companies, the liability of Okoora Israel and/or the Operating Companies shall be limited to direct damage only, when the total cumulative amounts that the client is entitled to receive from Okoora Israel and/or the Operating Companies shall be limited to the total usage fee paid by the Client to Okoora Israel and/or the Operating Companies for the use of the Information System in the last 12 months of operation prior to the event.
24. It is the Client's sole responsibility to verify and check the reliability and correctness of the information and data entered by him and/or received through the Information System, including the exposure data, risk management policy definitions, etc., and if necessary, even update them, all before making decisions regarding the actions required.
25. THE USE AND INFORMATION PRESENTED IN THE INFORMATION SYSTEM DO NOT CONSTITUTE AN OFFER, SOLICITATION, AND/OR ADVICE FOR THE EXECUTION OF TRANSACTIONS IN FINANCIAL ASSETS. FOR THE AVOIDANCE OF DOUBT, IT IS CLARIFIED THAT THE INVESTMENT MARKETING SERVICES ARE PROVIDED BY A DIFFERENT COMPANY, WITH A SUITABLE LICENSE.
Intellectual Property26. All proprietary rights (including intellectual property rights) in the Information System, its contents, and all the information available through the Information System or services of Okoora Israel and/or the Operating Companies, including but not limited to all copyrights and trademarks in them are the exclusive property of Okoora Israel and/or the Operating Companies, its business partners and/or its information providers. The client undertakes not to infringe the rights of Okoora Israel and/or the Operating Companies in any way or manner.
27. Apart from the License to Use that is limited in accordance with the said terms of use, the client's use of the information system does not confer on the Client any intellectual property and/or licensing rights in the Information System. It is clarified and agreed by the client that the license in the Information System allows only fair and reasonable use, which does not violate legal provisions, and is done for the purpose of using the system only and not for any other purpose, and all in accordance with this Framework Agreement.
28. The Client undertakes not to infringe on the intellectual property of any other person, including a prohibition to transfer, distribute, share, copy, photograph, record, translate, sell, rent and/or change the Information System in any way and it is prohibited to re-engineer, disassemble And/or make any other attempt to obtain the source code of the Information System and/or make any commercial, personal or other use of the information system except in accordance with the license of use and within the framework of the services for which the system is intended. The client alone shall be responsible for any such damage. The Client also undertakes not to make such use which constitutes deception, fraud, a criminal offense, or a commercial tort.
29. The trademarks appearing in the system are owned by Okoora Israel and/or the Operating Companies and/or those acting on their behalf, and may not be copied or used without the prior written consent of Okoora Israel and/or the Operating Companies. No use may be made of the name “Okoora" and/or "Ofakim" and/or the trademarks appearing on the system and/or on the website.
30. The Client agrees to the use of their trade name/logo in Okoora Israel publications.
Confidentiality, Protection of Privacy , and Information Security31. The Client undertakes to keep confidential all financial, commercial, and/or business information of Okoora Israel and/or the Operating Companies to which he/she had become aware and not to use it and/or disclose it to any third party without the prior written consent of Okoora Israel and/or the Operating Companies.
32. The use of the Information System, including the services, is personal and no third party shouold be allowed to use a username or password. The client agrees that he/she is fully responsible for any use made of the accounts in the System using their password, subject to the provisions of the law.
33. As part of the services provided, the Client may enter into and/or collect from the information system financial and/or sensitive data about their activity, including their business and/or economic activity (hereinafter: "the Confidential Information"). Okoora Israel and/or the Operating Companies undertake to keep the confidential information confidential, to use it for the purpose for which it was provided under this agreement and not to disclose it to any third party, and to take reasonable commercial means to keep the confidential information under the level of information security required by any law and make use of it for the purpose for which it was provided, subject to the provisions of any law.
34. Okoora Israel, including through the Operating Companies, makes every effort to protect the Information System and Client data from hacking and/or intrusion using conventional information security measures, but there is no system that is completely secure and despite all the various security measures, there may be failures in information security. Accordingly, the client confirms and agrees that they are aware that Okoora Israel and/or the Operating Companies cannot completely prevent security intrusions to the Information System and the information stored in it from hacking and/or intrusion by various parties (which may disrupt the activity of the Information System and/or be exposed to the confidential information) and Okoora Israel and/or the Operating Companies do not undertake to do so and shall not be held liable for this, including in the event of disclosure of information or unlawful intrusion into the Information System and/or leakage of confidential information.
35. Okoora Israel including, but not limited to, its Operating Companies, may, under its sole discretion, make the following changes at any time without prior notice: (1) close the Information System; (2) change the manner in which the Information System is used; and/or (3) stop the provision of the services, in whole or in part, through the Information System temporarily or permanently, all in connection with a specific account or in general.
36. The Client hereby gives his/her consent to allow Okoora, including but not limited to, its Operating Companies, to perform computerized monitoring of his/her use of the Services (including through "cookies" and similar means) and use any such information, for control and/or supervision and/or Development and/or maintenance of the quality of the services, their level and soundness and/or for the purpose of complying with the provisions of any law. Without derogating from the above, the Company may: a. Provide the client's details to a third party for the purpose of collecting funds due (if any) to Okoora Israel and/or the Operating Companies for the provision of services; b. Provide the user's details to or to another person or persons in accordance with the authority of the law; c. Use the Client's details and other information held by Okoora Israel and/or the Operating Companies in connection with the Client for the purpose of fulfilling the needs of Okoora Israel and/or the Operating Companies. The Client hereby grants Okoora Israel, including its Operating Companies, his/her consent to use the user's details to receive updates and/or material and/or advertising and/or marketing information via their email address and/or other contact information they provided to the Company unless they revoked their consent by notifying Okoora Israel, which will apply to new publications, the delivery of which has not yet been completed.
Advertisements & Links37. To the extent that advertisements and/or links to websites and/or products and/or services of third parties are displayed in the Information System, Okoora Israel and/or the Operating Companies are not responsible in any way for these contents, products and/or services. The appearance of an advertisement on the website of Okoora Israel and/or the Operating Companies does not indicate the support of Okoora Israel and/or the Operating Companies and/or their responsibility and/or commitment to the content appearing in the advertisements, the advertised product/service, its quality, correctness and/or accuracy. A redirect on the website, which redirects the user to a website other than the website ("external website"), does not indicate that Okoora Israel and/or the Operating Companies are responsible for and/or control the content and/or operations of the external website, and Okoora Israel and/or the Operating Companies shall not bear any responsibility in matters relating to external websites.
38. This Framework Agreement express the full agreements and stipulations between the parties in connection with the Information System and replace and revoke any prior consent and/or presentation, made in writing and/or orally between the parties. In any case of conflict between the Terms of Use and the provisions of any law, the provisions of the law shall prevail.
39. If a section of This Framework Agreement is determined by a court or other competent authority to be invalid, then the invalidity of the section shall not affect the other terms of use which shall remain in full force.
40. Okoora Israel and/or the Operating Companies shall be entitled to transfer, assign or endorse their rights or obligations, in accordance with this Framework Agreement, in whole or in part, to any third party. However, the aforesaid shall not harm on the Client's rights in connection with the funds in his/her account in the system, all as specified in This Framework Agreement.
41. The Client may not assign, transfer, endorse or encumber its rights in connection with an account in their name in the System or any part thereof, or by virtue of this Framework Agreement or any other agreement applicable to the use of the System, to any third party.
42. The use of the website shall be subject solely to the laws of the State of Israel. The sole and exclusive jurisdiction in any dispute between Okoora Israel and/or the Operating Companies and the client is granted to the competent court in the city of Tel Aviv-Yafo, Israel. The books and records of Okoora Israel and/or the Operating Companies shall constitute conclusive evidence between the parties in connection with the client's use of the information system.
43. A notice sent electronically by either party to the other shall be deemed to have been received on the day of delivery; A notice sent by one of the parties to the other by regular mail shall be deemed to have been received within 3 days of the date it was sent.
44. The client acknowledges that he/she has read, understood and agreed to the risk disclosure document dispalted on the Company's website.
45. Please refer inquiries for the Company to: info@okoora.com or call: +97236112525.
The following is an agreement for the receipt of services in a financial asset between the Client and Horizon Trading Rooms Ltd., Company Reg. No. 513906958 (the "Company")
Whereas the Company has agreed to provide, at the Client's request, various services, as set forth below, which can be performed under the terms of the Client's account or in accordance with the Company's procedures, as updated from time to time, all in accordance with the regulations that apply to the Company, the parties agree and undertake as follows (hereinafter: "This Agreement" or the "Terms of Use"):
General Provisions1. The terms of this Agreement shall apply in addition to the details that the Client submits as part of the request for execution of a transaction in the accompanying documents (to the extent it is required) and in the document confirming the execution of a transaction, for each transaction and/or action.
2. It is hereby clarified and the Client agrees that the services, as defined below, shall be subject to the rules, conditions, and provisions of all documents, forms, etc. signed or to be signed by the Client in connection with operations with Okoora Israel so that this document is an integral part thereof, and they all should be perceived as one and should be read together. In any case of a discrepancy, the terms of this document shall prevail.
3. The Company relies on the Client's representation that the Client is permitted to receive and/or perform actions in accordance with the services, as defined below, as specified in this document and that the Client has no restriction under any law or agreement, including incorporation documents, to the extent that the Client is a corporation, to engage in transactions as aforementioned.
The Services1. The Company is licensed to provide services in a financial asset, in compliance with the definition of this term in the Financial Services (Regulated Financial Services) Law, 5776-2016.
2. In accordance with the following Terms of Use, the Company shall provide the Client with currency conversion services, receipt, payment, and hedging services, including through purchase and/or sale and/or writing of futures transactions, options transactions and transactions in foreign exchange derivatives (but not contracts for differences and other financial instruments), interest rates, commodities, indices and financial derivatives. As mentioned, the Company does not provide services in connection with a "financial instrument" as the definition of this term in the Securities Law, 5728-1968 (the "Securities Law").
3. Instructions for carrying out orders may be given by the Client through an online information system ("the System"), by telephone, e-mail, or by any other configuration, at the sole discretion of the Company, and subject to the terms of use of the system or other configuration, as may be from time to time.
4. The provision of the services is conditional upon the Client's compliance with the identification and documents requirements, as these shall be from time to time, in accordance with the provisions of the law and the Company's procedures, and the existence of collateral as specified in this agreement. The Client represents that he/she/it is not subject to any restriction by any law and/or any agreement, including the Client's incorporation documents (if the Client is a corporation), to enter into this agreement with the Company and perform through the actions and/or transactions via the Company.
Conversions & Payment Services5. The Company shall provide the Client with currency conversion services and/or payment execution services (the "Operations") on national and international business days only.
6. Deposit and/or transfer of funds to the Company by bank transfer shall be deemed to have been made on the date on which confirmation is received from the Company's Bank that the funds have been deposited and/or actually transferred to the Company's bank account.
7. The Client undertakes to notify the company of any deposit and/or transfer of funds. The Client represents that he/she/it is aware that the Company shall not be liable for any damage and/or loss and/or monetary loss and/or expense caused to them in respect of and/or in connection with the failure to provide the said notice.
loss and/or monetary loss and/or expense caused to them in respect of and/or in connection with the failure to provide the said notice.
8. A transfer confirmation issued by the Company itself and/or by a third party, as the case may be, shall constitute final and absolute approval of the transfer of payments to the destination account as required. It is the Client's responsibility to ensure receipt of the amounts in the payee account to which the payments are to be transferred (the "Destination Account") and the Client undertakes to notify the Company, no later than 2 business days of the date of receipt of funds in the Destination Account. The Company shall make every reasonable effort to assist the Client with locating the funds if they were not received in the destination account, but the Company shall not bear any responsibility in connection with delays and/or loss of funds etc. originating in the local and/or global banking system and the Client shall have no claim and/or demand and/or a suit against the Company and / or anyone on its behalf.
9. Receipt and transfer of payment services by third parties are subject to the Company's approval in relation to the sender and / or recipient of the payment, in accordance with any law, but the Company shall have no responsibility regarding the destination account and/or beneficiary, including the funds themselves, their holding, use and all matters related. The Company is not and shall not be a party to the transaction and/or any dispute between the Client and the beneficiary/s and shall not be responsible in any way for the quality of the transaction, the products and/or services for which the payments are transferred at the Client's request.
Transactions in Financial Assets10. The Company shall provide the Client with the purchase and/or sale and/or holding of financial assets in accordance with the instructions of the Client and/or the proxy acting on their behalf (the “Transactions"). The Company does not provide investment consulting and / or investment marketing services and / or investment portfolio management, as defined in the Investment Advising, Investment Marketing and Investment Portfolio Management Regulation Law, 5745-1995 and does not operate a "trading platform" as defined in the Securities Law.
Clients Instructions11. The Client shall be permitted to submit requests and / or instructions to the Company by telephone, e-mail, in accordance with the Company's forms and procedures as these may be from time to time. Direct engagement with the Company's trading room, including the submission of requests and/or instructions of any kind by the Client, shall be conditional upon obtaining the Company's approval, in advance, and/ or in any other way approved by the Company in advance and in writing, and during the Company's trading room's working hours only. The Company may, in its sole discretion, revoke the Client's direct engagement by delivering a notice that takes immediate effect to the Client.
12. The Company may, but does not have to, refuse to carry out an instruction given to it by the Client, if such instruction is not feasible, inter alia, due to being contrary to the provisions of any law and/or to the best of the Company's knowledge, executing the Client's instruction will result in insufficient collateral andqor insufficient funds to cover the expenses incurred by the Company for the execution of the instruction and / or to ensure the execution of any obligations the company undertakes (except in the case of the Client providing sufficient collateral to the satisfaction of the Company), and / or if the execution of the instruction is not possible within a reasonable period of time and / or if the instruction is not clear and / or if the instruction is of the type of instructions that the Company does not usually carry out. If the Company carries out the Client's instruction, even if it does not have to do so, this shall not constitute a precedent and shall not oblige the Company regarding instructions and/or additional actions and/or shall impair the Client's obligation to cover any outstanding balance created for the Client.
13. The Client shall not be entitled to condition the execution of an order and/or transaction in the execution of another order and/or another transaction, and that the Client's instruction to perform an order and / or transaction shall be considered as a single instruction that is not conditional upon the execution of any other order and / or transaction or the execution of any other instruction, even if the Client had notified the Company that the instructions they gave or will give to the Company are related or conditional.
14. The Client is aware that after obtaining their consent to carry out the orders and/or transactions, it will not be possible to cancel them, and therefore it is their responsibility to verify the details of the operations and / or transactions they intend to carry out, before instructing the Company to carry them out. The company shall not be obliged to notify the Client of the non-execution of any order and/or transaction in the event that any of the Client's instructions are not carried out, in whole or in part, and the Client undertakes to be proactive follow up after the execution or non-execution of his instructions.
15. If the Client asks to cancel an order and / or transaction after giving his consent to perform them and before they are completed or if it is a request to perform an order and / or transaction on a specific date that is not the request date, the Client declares and confirms that he knows the Company may not be able to cancel the order and / or transaction, and hereby waives any claim and / or complaint and / or demand in the matter. If the Company has managed to cancel the order and / or transaction, and as stated this does not constitute an obligation or consent by the Company to cancel, the Company shall be entitled to charge the Client a sum of 0.25% of the amount of the order and / or transaction the Client seeks to cancel.
16. The Client hereby undertakes to carry out regular and daily monitoring of the execution of the orders and / or transactions and to be updated with regards to the scope of his liability and the overall exposure thereunder.
Fees, Payments and Reimbursement of Expenses17. In respect of the execution of the orders and / or transactions for the Client, the Company shall be entitled to receive from the Client commissions, premiums and other payments or any other rate to be agreed upon between the parties, prior to the execution of the action and / or transaction. Accordingly, the Company shall charge a fee, at the rate specified on the Company's website, from the scope of any transaction made This payment shall be paid from the Client's account or by directly charging the Client, plus VAT as required by law.
18. The Company may, at its discretion, change the commission rate from time to time, as well as charge commissions, premiums and additional payments (together: "the Fees"), provided that such changes and/or commissions and payments are brought to the Client's notice prior to the action or transaction, including by posting an update about the Fees on the website.
19. It is hereby agreed that the Company shall be entitled to reimbursement of any expenses it incurred in connection with the services it provides to the Client under this Agreement and which can be directly attributed to the services provided to the Client, and the Client hereby undertakes to pay the Company, at its first demand, all expenses incurred, or to be incurred by the Company, for the purpose of carrying out the actions and / or transactions for the Client and / or as a result of their execution.
20. In addition to Fees and payments to the Company, the Client shall bear all commissions and / or expenses charged and collected by the banks from the Company, including but not limited to, payments involving the creation of financial assets, purchase and / or sale of foreign currency, trading in commodities, indices and currencies, commissions and / or the expenses that will be charged by third parties and / or the party receiving the payment as part of payment services abroad, as well as the interval, if any, between the transaction price that the Client is required to pay and the price of a corresponding transaction that the Company will make.
21. To the extent that as a result of a change in the provisions of the law or as a result of the fulfillment of an obligation, demand or request addressed to the Company by another competent authority, the Company will be obligated to hold and / or deposit any amounts for any transaction performed for the Client and/or if a tax, levy or payment of any obligation, whether in Israel or abroad, will be imposed on the Company in respect of the said transaction, and the Company determines that subsequently, its costs will increase in connection with the continued existence of the transaction, the Client undertakes to pay the Company, upon its first demand, an amount of compensation, as determined by the Company, which shall compensate the Company for the increase in the Company's cost and expenses.
22. It is hereby agreed that as long as the Client has not paid off all his obligations and liabilities to the Company, all funds and all assets and financials and rights that are and / or will be with the Company from time to time, including the proceeds due, or that will be due, to the Client as a result of using those assets, shall be used as additional collateral beyond the existing collateral, and they will be deposited with the company and mortgaged or encumbered in its favor, and the Client hereby expressly grants the Company a right of lien on them and a right to their set-off by the Company, for the purpose of the full settlement of all the charges and obligations of the Client towards the Company. Without derogating from the above, the Client undertakes to ensure that there is a sufficient financial balance in their account to cover all of the Client's undertakings to the Company.
23. To the extent that the execution of a particular Client order and / or transaction, in whole or in part, creates a debit balance in the account, the Company shall be entitled, but not obligated, not to carry out the instruction or order (in whole or in part), without the need to provide prior notice, and the Clients dismiss the Company from any liability for damage or loss caused to them as a result, and all without prejudice to the Company's right to take other measures to collect the said outstanding balance.
Collaterals & Credit Line24. The execution of the orders and / or transactions and / or the provision of the credit line by the Company may be conditional, prior to the execution of the operation and / or transaction, during and / or close to its closure, upon the depositing of a minimum amount as a deposit to ensure the fulfillment of the Client's obligations to the Company (the "Collateral"). The Company may also use collateral for the purpose of providing collateral to third parties and / or other entities through which the Company will execute the transactions for the Client. The collateral must be free, at all times, from any foreclosure and / or lien and / or pledge and / or mortgage and / or another right of any third party.
25. In accordance with the above, the Client undertakes, on his own initiative and without the Company having to demand it of him, to ensure that at all times, his account will have collateral as required by the Company and subject to the Company's satisfaction and acceptance.
26. The Client is aware that the Company may, at its sole discretion, change from time to time the collateral rate required by it in relation to the existing types of orders and / or transactions and to set required collateral rates in relation to new types of orders and / or transactions and that the Company may demand from the Client , at any time and in order to maintain a certain level of position, additional collateral of any kind and type, in the short and / or long term, at the sole discretion of the Company, and the Client hereby undertakes to immediately provide the Company with the aforementioned additional collateral, and within two business days of the Company's first demand.
27. The Client hereby acknowledges that the Company shall be permitted, but not obligated, in its sole discretion, to take all measures available to it, including but not limited to refraining from carrying out instructions for orders and / or transactions given by the Client and / or reducing the scope of the position and / or closing the the position, including by buying and / or selling and / or writing an option and / or making a reverse transaction, in any case in which, at the sole discretion of the Company and / or the third parties through which the actions and / or transactions are carried out, there are not enough funds in the Client's account to carry out the orders and / or transactions and / or if the Client had not provided the full collateral, including additional collateral as stated above, as required by the Company. For the avoidance of doubt, the Company may also refrain from following the Client's instructions to perform orders and / or transactions that have not yet been performed, even if the Company has previously given its consent to their execution, and the Client hereby waives a final and absolute waiver of any claim and / or demand and/or suit against the Company due to any damage and / or loss and / loss of investment and / or loss of profits caused to it, if and to the extent that they are caused, as a result of an order to close the transaction by the Company and / or the Company's refusal to carry out the Client's provisions as aforementioned.
28. If the Client has a debit balance and the Client does not provide the Company with sufficient collateral to datisfy the Company, and / or in any situation where, at the Company's sole discretion, there is exposure to risk for the Company's, the Company may realize and / or sell financial assets and / or close open positions belonging to the Client, without giving the Client notice / notification prior to the before realization, selling and / or closing the position, as the case may be, and / or refraining from allowing the client to take any action, all with the intention to offset the outstanding balance or reduce or close the Company's exposure to risk. The Client undertakes that if despite the above the Client remains in debt, he/she shall pay off the said debt immediately and within a period of time not exceeding two business days as of the Company's first demand.
29. The Client hereby declares that he/she is aware that amounts deposited by them from time to time and which will be used as collateral shall not bear any return and / or interest, linkage differences, etc., and that if the Company returns these funds to the Client it shall do so at their nominal value.
30. Subject to the provisions of the law and at its sole discretion, the Company may provide the Client with a credit line for carrying out orders and / or transactions, which will be for the amount and period as agreed upon between the Company and the Client from time to time ("the Credit Line"). The credit line shall reflect the maximum exposure in respect of the execution of the orders and / or transactions, which will be approved for the Client by the Company, including subject to the provision of appropriate collateral and the satisfaction of the Company by the Client.
31. If the Company has made such a credit line available to the Client, the Client undertakes to have his exposure rate in respect of the orders and / or transactions not exceed at any time the amount of the credit line. For the avoidance of doubt, it is clarified that this section does not, in any way, detract from the Client's obligations to the Company regarding orders and / or transactions for which the exposure exceeds the amount of the credit line and / or establish liability to the Company that the Client does not exceed the aforementioned amount.
32. Utilization of the credit line shall be calculated by the Company while taking into account changes that have applied or may apply to currency exchange rates and / or the volatility of the financial markets and / or according to the method of scenarios and / or any other method, as determined and / or amended from time to time by the Company, at its sole discretion, and / or according to any other case in which the Company believes that, inter alia, based on the Company's calculations and revaluations of the balance of the Client's contingent liabilities in respect of the actions and / or transactions, there is a concern of an increase in the Client's exposure.
33. The Company reserves the right, at its discretion, to reduce the credit line or cancel the unused balance, for whatever reason, by a 7 business days notice or, alternatively, immediately and without giving the Client prior notice, in cases where the Company believes, at its discretion, due to the deterioration of the Client's financial situation that there is a real risk to the Company's ability to collect the amounts it is entitled to receive from the Client or with the formation of additional conditions requiring an immediate reduction or cancellation of the unutilized credit balance or in any other case permitted by law. The Company shall notify the Client of the reduction of the credit line or cancellation of the unused credit balance shortly after the reduction or cancellation has been made, as the case may be.
34. In respect of any delay in the transfer of the funds of the action performed, where the Company carried out the action at its discretion without receiving prior to its execution the action's funds and / or additional collateral as required by the company and / or the loss amount and / or outstanding balance due to the Company from the Client, and/or in respect of any delay in making a payment and/or reimbursement of expenses to the Company, the Company may charge arrears interest at the maximum rate permitted by law, as of the date on which the Client was required to make such transfer and / or payment and / or reimbursement of expenses until their actual repayment.
35. The Client hereby represents and confirms that if he/she transfers funds to the Company for the purpose of performing an order and / or transaction, but ultimately does not request to carry out the order and / or transaction, whatever the reason, he may request to receive the funds and these shall be returned to him/her, pursuant to the Company's procedure, at their nominal value only and less 0.1% of the amount.
36. For the avoidance of doubt, it is clarified that the Company does not provide credit to the Client and shall not provide him with credit of any kind.
37. Agreement Term & Termination - without derogating from the aforesaid and in addition to the conditions of the Framework Agreement, the following conditions shall also apply.
38. The Company may, at its sole discretion, terminate the contract between the parties immediately and / or reduce and / or close positions and / or reduce the credit line and / or cancel the remaining unused credit line and / or cancel the credit line altogether and / or realize all the guarantees and collateral that the Client has given to the Company, in whole or in part, and / or perform any other order and / or transaction that it deems appropriate, and charge the Client with the premiums, commissions, interest and all expenses incurred by the Company in this regard, upon the occurrence of one or more of the cases listed below ("Client Terminating Event"):
38.1. If the Company has discovered, in its sole discretion, that an asset against any collateral lost, or is likely to lose a substantial portion of its value; or that there has been, or may be in the future, an adverse change in the value of the collateral.
38.2. If the company discovers, at any time until the date of delivery, that there have been changes in the exchange rates and / or interest rates and / or the index and / or commodity prices in such a way that the currency value of the purchase amount has changed compared to the currency value of the sale amount and / or in the value of the collateral and / or that there have been changes in the rates of any transaction in a manner in which, at the Company's sole discretion, created for the Company a risk or possibility of the formation of exposure that is not backed by collateral.
38.3. If the Company believes that the Client's exposure in respect of the transactions exceeds the amount of the credit line.
Quotes39. The company shall quote for the client foreign exchange rates and financial assets. After receiving the Client's approval to execute the transaction, the Company shall act, at its discretion, to execute the transaction, and even contract with third parties for the purpose of executing the transaction. The Company's quotes of the prices and exchange rates and the results of the transaction shall bind the Client for all intents and purposes. The Client represents and agrees that he/she is aware that in addition to fees, payments and reimbursement of expenses, as specified above, the company may, in its sole discretion and without prior notice, charge additional and variable consideration up to 4% as part of the quotation to the Client. The Client represents that he knows that the price and / or conditions for performing an order and / or transaction (above and below: "execution rate") change all the time, and that any information the Client receives from the Company, if received, regarding any terms of order or transaction prior to their execution, does not bind the Company, except for the execution rate and the data that the Company shall notify the Client shall be final when the actual execution of the transaction and / or order takes place. The rates shall be set solely by the Company, and at its sole discretion, and shall not necessarily be the same or similar to other rates of other sources. The execution rates to be recorded in the Company's records shall bind the Client for all intents and purposes, even if different rates, including better ones, were recorded on the day of execution or purchase or realization or sale and the Client shall have no claim, assertion and / or demand against the Company in connection with the aforesaid in relation to the rate of execution and its setting.
Using Third Parties40. The Client represents that he/she is aware that the transactions may be carried out through and / or with stock exchange agents and / or banks and / or brokers and / or investment companies and / or financial bodies and / or other entities, both in Israel and abroad ("the third parties"), at the sole discretion of the Company, and that in such a case, the financial assets and the above transaction documents, including the ownership documents (all of which together: "Client Property"), may be held by the third parties and not by the Company itself.
41. The Client is aware and agrees that the issuance of instructions by them does not guarantee the actual implementation of said instructions, and such execution depends on all that is stated in this Agreement along with other conditions, including conditions that are not under the Company's control, and the Client absolutely and completely waives any claim and / or demand against the Company with respect to the non-execution of an instruction and / or its partial execution, provided that the non-execution and / or partial execution as aforesaid are not the result of criminal negligence and / or malicious intent of the Company and / or anyone on its behalf.
42. The Client hereby authorizes the Company to contract with the third parties or any of them, at its sole discretion, in all matters relating to the execution of the transactions, and he/she releases the Company from any responsibility in connection with the selection of the third parties and / or the contract with them abroad and / or in Israel, and / or of liability for any damage and / or expense and / or loss of funds and / or loss caused to it, if any, due to the operations of the third parties abroad or in Israel.
43. The Client agrees that the Company will comply with the requirements and instructions of the third parties, even if these requirements and / or instructions are not brought to the Client's intention, and that the Company will comply with the instructions of various authorities, both in Israel and abroad, as applicabe from time to time, even if these provisions have not been brought to the Client's intention, and in the event that the third parties or any of them liquidates and / or goes bankrupt and / or a receivership order is issued against them and / or is in a state of insolvency (all together: "third party insolvency event" ), there is a possibility that the Client will not be able to receive their property, in whole or in part, and the Client's property shall be used to settle the debts and liabilities of the relevant third parties. The Client is aware that in such a case, there is a possibility that even if the Client's property or the value thereof is not completely lost, the Client will receive only a minimal amount from the value of the property. The Client represents and agrees that the Company's liability in the event of a third party insolvency event is limited to the consideration paid by the Client to the Company within a period of 12 months. It is clarified that such consideration is limited to a period of 12 months and is not accruable.
44. The Client agrees that if a third party insolvency event occurs, the only claim the Client shall have against the Company shall be for the same amount that the Company is to receive, if and to the extent received, from third parties abroad and / or in Israel, including those who come in their stead, for the Client's property, and the Client hereby waives in advance and expressly any claim and / or demand and / or other suit that they may consequently have against the Company.
45. Notwithstanding the Company's duty of maintaining information confidentiality in connection with providing information about its Clients, provision of such information by the Company, in any of the following cases, shall not be considered a breach of its duty of confidentiality or any other obligations the Company may have towards the Client:
45.1. In accordance with the requirement of the Securities Authority and/or of any other competent authority, or in accordance with the provisions of any law. At the request of the relevant tax authority, in Israel or abroad, any report and any information requested by it, pursuant to the information available to the Company.
Limitation of Liability46. The Client hereby releases the Company, and / or anyone on its behalf, from any liability for any damage, loss, loss of profits, expenses and payments that may be caused to them, directly or indirectly, as a result of one of the following:
46.1. Execution of an order and / or transaction, or any other action under this agreement, whether at the request of the Client and / or their proxy or not at the request of any of them or as a result of failure to perform an action in those cases where the company is permitted not execute an action, in whole or in part in compliance with the provisions of this Agreement.
46.2. Circumstances over which the Company has no control, such as inability to carry out an action and / or transaction and / or inability to close a transaction as a result of sanctions, strikes, disruptions or incidents, etc. of the Company's employees, in whole or in part, and / or third parties, or as a result of regulations, decisions, requirements or guidelines of any competent authority.
46.3. The Company's reasonable use of various means of communication such as: mail, telephone, e-mail, fax and / or any other method of communication and as a result of any loss, disruption, delay, misunderstanding or error due to such use; or the Company's reliance on a person who presented themselves as authorized to charge the Client even though they were not authorized to do so and / or an error in the delivery of the instruction by the Client and / or by someone on their behalf.
47. In any case where the Company and / or anyone on its behalf is held liable for any reason for such damage, loss, expense or payment, the Company shall indemnify it solely for such damage, loss, expense or direct payment, and the Company's cumulative liability shall be limited to the total sum of the fees, premiums and the payments made by the Client to the Company in respect of the action and / or transaction subject to the damage, loss, expense or payment.
48. In any case, the Company shall not bear any responsibility for damage and / or loss of funds and / or loss of property and / or prevention of profits and / or expenses of any kind, incurred by the Client for actions performed according to their instructions and / or the instructions of their proxy and / or in respect of failure to perform actions of any kind in compliance with this document, provided that such non-performance is not the result of criminal negligence and / or malicious intent by the company and / or anyone on its behalf.
49. The Client shall be liable and shall compensate and / or indemnify the Company for damages and / or losses and / or failure and / or deprivation of profits and / or expenses of any kind that incurred by the Company due to breach of their obligations under this Agreement, including reimbursement of reasonable collection expenses due to breach of the client's obligations under this agreement, including, inter alia, handling fees, reasonable investigation expenses, attorneys' fees in connection with the said collection proceedings, deliveries, as well as court and execution office fees.
50. The Client represents that he/she is aware that the Company will not insure the Client against losses.
Taxation51. Any tax, levy, witholding or other mandatory payment that applies or will apply to the transactions and / or orders performed for the Client in compliance with this agreement, in compliance with any law and / or in compliance with the provisions of a competent authority and / or in an agreement between the Company and a competent authority, shall apply to the Client and shall be paid by them. In the event that the actions and / or transactions or any part of them are subject to a legal obligation to withhold tax or to pay any other obligatory payment, the Client hereby gives a direct and irrevocable authorization to the Company to charge and / or withold and / or pay the said amount from the Client's funds, at the appropriate value for the witholding date as required, unless the Client furnishes the Company with a certificate from the competent authority regarding the relevant exemption.
52. The Client hereby undertakes that if the Company, for any reason, does not withhold tax and / or any other mandatory payment as applicable to the Client, where it should have done so, the Custome shall pay the Company immediately upon its first demand, the required witholding amount, at the value that is appropriate for the deduction date, as required.
53. The provisions of this section isare general and do not present a complete and detailed picture of the applicability of the tax on the actions and / or transactions that the Client will perform using the Company under this Agreement. The Client is aware that when considering carrying out actions and / or transactions through the Company, they must consult experts regarding the consequences of the taxes, if and to the extent they exist, on the action and / or transactions they wish to carry out.
Records, Recordings, and Messages54. The company shall keep records of all the actions and transactions performed by it for the Client as part of the provision of the services according to this document.
55. The entries in the Company's books shall be considered correct and shall serve as ostensible proof of everything stated in them and all their details. A certificate of the Company on a copy of the above records or on any section of the said copy or on the last page of such copy or a certificate on a separate document, shall serve as proof of the existence of these records and the correctness of all details specified in the said copy.
56. The term "Company Books" means - including, inter alia, any record or copy of a record, whether printed or handwritten, including a photocopy and a computer record or by any other means, of any book, notebook, account bank statement, card, sheet, spool, any means of storing computer data as well as any other means of data storage.
57. The Company's written approval regarding the Client's commissions, expenses, and other charges shall serve as ostensible proof of what is stated therein.
58. The existence of a copy of a notice in the Company's files shall serve as alleged proof that it was sent to the Client on the date specified therein.
59. The Client hereby gives his/her consent to the fact that at the sole discretion of the Company and subject to the law, the Company may record and retain all of the Client's and / or the proxy's inquiries with the company. If the Company decides to make such a recording, any documentation presented by the Company shall constitute conclusive proof to the Client regarding the content of the said documentation. The provisions of this section do not impose on the Company any obligation to record its conversations with the Client and/or their proxy.
60. The Client must check the records and registration in their account and any notice and any document regarding an action and / or transaction that will be sent to him and / or delivered to him by the Company, and they must submit their comments about them, if any, in writing and within seven days of sending or delivery by the company. Failure to convey the Client's comments to the Company within the said period of time, shall be considered as giving their approval for the correctness of any detail included in a copy of such bank statement, notice or document.
Okoora
Disclosure of risk in the execution of transactions and dealings in foreign exchange and financial assets. The provisions of this Risk Disclosure apply to Okoora as well as the Operating Companies, as this term is defined in the Framework Agreement.
This statement of risk disclosure is intended to present to you, in a non-exhaustive manner, the risks involved in carrying out transactions and dealings in foreign exchange and financial assets in general, and through technological systems in particular. The Client hereby specifically confirms his acknowledgement of high-risk transactions, and his consent to the investment marketing services with respect to such high risk transactions:
1. Transactions in financial markets made through financial instruments are transactions with special risk. Execution of the transactions entails a very high level of risk and is not suitable for everyone, as any transaction in a financial instrument may result in a loss. An option buyer has a risk of losing their entire investment and the risk to the option writer of a high and unlimited loss. A short position carries the risk of indefinite loss. A transaction in various financial assets, options and built in products, and other transactions recognized by the minister of finance, may be offered under the financial marketing Services, and carry high risk.
2. The financial markets, including and especially the foreign exchange market and the interest rate market, are subject to effects and fluctuations due to many factors that are not under the control and / or knowledge of the service provider. The changes are not predictable, there may sometimes be a significant difference between the future price set in the transaction and the price that will be valid at the time of realization and / or settlement, and the Clients may lose the full amounts deposited by them.
3. The Client undertakes to verify before making any transaction in a financial instrument, whether the transaction is suitable for their goals, experience and abilities, among other things, considering their financial situation.
4. The Client is aware that it is not possible to calculate the full amounts of liabilities in connection with the transactions in advance, and such amounts may be much higher than the Client estimated at the time of execution, and therefore the Client will independently check each transaction on a financial instrument they intend to execute.
5. The Client is aware that in the event that the market trend is contrary to their position, the Client may be required to immediately deposit an additional substantial amount on the collateral, in order to maintain a certain level of position. The Client confirms that if they do not provide the required amounts immediately, this may result in the closing of the position, by selling the financial assets or making a reverse transaction to the open position, which may cause the client an immediate loss and / or prevent any future profit, If the market trend changes, and the Client hereby waives any claim and / or suit and / or demand in this regard.
6. The Client is aware that in making the transactions they may lose amounts in excess of the amount of collateral they may be required to deposit, and that they will be required to pay the balance of the debt. The Client agrees and hereby authorizes the Client service provider, irrevocably and throughout the term of this agreement to perform from time to time, at its sole discretion, any transaction in collateral and in connection with transactions, including selling and / or converting and / or realizing and / or charging the collateral and / or transactions, also in the event of a loss / or decrease of the investment, in order to cover all mandatory balances that will be created for the Client, if and to the extent that they are created.
7. The Client is aware that under certain market conditions they may find it difficult or impossible to cancel a position or execute orders with a price limit (Limit). Instructions such as Stop Loss or Stop Limit will not necessarily limit Client losses to intentional amounts, as market conditions may prevent such an order from being placed. In such a case, the Client may be required to invest additional amounts in addition to their previous investment, which they may also lose.
8. The Client is aware that a spread position (a transaction that combines the purchase and sale of financial assets in the same underlying asset) may be no less risky as a Long (purchase of a financial asset in anticipation of a price increase) or Short (sale of a financial asset in anticipation of a price decrease).
9. The Client is aware that the high degree of financial leverage sometimes created in trading financial assets, due to the low collateral requirement, may work against them, as it may work in their favor, and that the use of financial leverage may result in heavy losses for the Client just as it may profit the Client.
10. Trading services are established and operate through computer systems, communication networks and the Internet, and therefore (1) trading in the system may be stopped and / or interrupted, etc. without any prior notice due to an independent reason.
11. In the execution of transactions, there is a cost component that is reflected in the difference between the purchase prices and the selling prices offered for trading on the site and other commissions. These costs can have great cumulative significance.
12. The Client is aware that each option has an expiration date after which the same option cannot be exercised, and that after the expiration date of any option there will be no validity and any value to the option that will not be exercised or sold until that date. It is hereby clarified that it is the Client's responsibility to find out all the information regarding any transaction that they make, including regarding the expiration date of the option, and the Client service provider will not be responsible for notifying and shall not inform the Client of the expiration date. The Client hereby declares and confirms that they are aware that the price of an option before the date of its exercise and in general, for the purpose of closing a transaction or in general, will be determined by the Client service provider, at its sole discretion. The Client hereby waives in advance any claim and / or demand and / or suit due to damage and / or loss and / or decrease, including but not limited to loss of premium, and / or lack thereof caused by the expiration of any option and / or failure to provide information regarding the expiration date.
13. The Client is aware that in exercising an option, the Client service provider may depend on the exercise of its transaction with a third party and its ability to exercise such a transaction, and that even if the Client exercises their right arising from the option, their right depends on a parallel exercise in a transaction with a third party. Accordingly, the Client hereby declares and confirms that they have no claims and will not have any future claims in the event that the Client service provider will not be able to exercise its right, and as a result the Client will not be able to exercise the right deriving from the option that they have purchased.
14. The Client hereby declares that they are aware, without prejudice to anything stated in this agreement and in addition to it, that the transactions are subject to a system of laws, regulations and rules, including guidelines and directives of various authorities, both in Israel and abroad (hereinafter: the "Provisions"), and the Client hereby confirms that they will not have any claim and / or demand and / or suit in respect of any act, including information that you provide, in accordance with the provisions of the law.
15. The Client hereby confirms that they are aware of the said risks, and that they have, and that throughout the term of this agreement, they will have, the full ability to bear all of the consequences, damages and payments that may be caused to them in making transactions in financial instruments, which will apply only to the Client. The Client hereby declares that insofar as they decides to make the transactions, their decisions will be made at their sole discretion and full and exclusive responsibility, and that they exempt the Client service provider from any liability for losses and / or damages and / or payments caused to the Client, if and to the extent due to the transactions as a result of the transactions according to their instructions and / or the instructions of someone on acting on their behalf, and that the Client hereby waives any claim and / or suit and / or demand in respect of such events.
Okoora
The following is an agreement for the receipt of Investment Marketing Services between the Client and Global Financial Horizons Ltd., Company Reg. No. 513813394 (the "Company")
Whereas the Company has agreed to perform, at the Client's request, various services, as set forth below, which can be performed under the terms of the Client's account or in accordance with the Company's procedures, as updated from time to time, all in accordance with the regulations that apply to the Company, the parties agree and undertake as follows (hereinafter: "This Agreement" or the "Terms of Use"):
General Provisions1. In addition to the details that the Client submits as part of the request for execution of a transaction in the accompanying documents (to the extent it is required) and in the document confirming the execution of a transaction on behalf of the Company, all the terms of use listed below shall also apply to each transaction and/or order.
2. It is hereby clarified and the Client agrees that the services, as defined below, shall be subject to the rules, conditions, and provisions of all documents, forms, etc. signed or to be signed by the Company's Client in connection with operations with Okoora Israel so that this document is an integral part thereof, and they all should be perceived as one and should be read together. In any case of a discrepancy, the terms of this document shall prevail.
3. The Company relies on the Client's representation that the they are permitted to receive and/or perform actions in accordance with the services, as defined below, as specified in this document and that they have no restriction under any law or agreement, including incorporation documents, to the extent that the Client is a corporation, to engage in transactions as aforementioned.
The Services1. The Company is licensed as an investment marketer under a license granted to it by the Israel Securities Authority (the "Authority") in accordance with the Regulation of Investment Advice, Investment Marketing and Investment Portfolio Management Law, 5755-1995 (the "Advice Law"). In accordance with the terms of this Agreement, the Company shall provide the client with investment marketing services in financial assets, including in the field of forward transactions, options, swap transactions, derivatives transactions (the "transactions"), as well as in the field of trade, information, Hedging, and foreign exchange conversion brokerage (“Financial Risk Management" and “Services", respectively). The Company does not provide services in connection with a "financial instrument" as the definition of this term in the Securities Law, 5728-1968.
2. The company shall provide the services to the Client in accordance with the Client's characterization for the purpose of adapting to the services and subject to the Client's risk management policy as it shall be determined from time to time.
3. It is clarified, for the avoidance of doubt, that the services provided by the Company, including the transfer of instructions for carrying out transactions (which is done according to the Client's instructions and without exercising discretion on behalf of the Company and / or those employed by it) are not investment portfolio management services.
Relations to Financial Institutions & Assets4. The Company may, from time to time, contract with financial institutions in Israel and abroad for the purpose of marketing various financial products issued by them, and may enjoy distribution fees and / or benefits and / or engage in another way, so that there is an "affinity", as defined in the Advice Law, between the Company and those financial institutions which products the Company will market.
5. The Company may issue financial assets to the client. Furthermore, the Company is a corporation affiliated with Horizon Trading Rooms Ltd. ("Ofakim") and has an affiliation with the financial assets issued and / or managed by them. Since the Company has an affiliation with Ofakim, the Company may receive a benefit in connection with the execution of a transaction in the said financial assets or in connection with the continuation of their holding.
6. The Company is active in the Israeli capital market, operates and / or advises its clients, and may serve as an officer in corporations operating in the capital market in Israel, all subject to the provisions of the Advice Law.
7. It is hereby clarified that in accordance with the provisions of the Advice Law, the Company's affiliation with the financial assets shall not be considered a conflict of interest between the Company and the Client.
Full Disclosure8. The Company is licensed No. 722 by the Authority.
9. The Company is engaged in investment marketing, and does not engage in investment advice, and therefore has the permission and may prefer a financial asset managed by the entities to which it has an affiliation over another financial asset, similar in its suitability to the Client to which the Company has no affiliation.
10. The Company is an affiliated corporation with an affinity to the following entities:
10.1. Okoora Financial Services Israel, Ltd.;
10.2. Horizon Trading Rooms Ltd.
11. The Company and / or a company under its control and / or the company that controls it and / or a subsidiary of the Company may receive benefits from the entities stated above in connection with the execution of transactions and / or the management of financial risks and / or services or in connection with their holding.
12. It should be noted that details about the Company's maximum distribution fee are published on the Company's website.
13. The employees of the Company and / or those on its behalf, who are engaged in marketing, brokering and / or providing the services to the Client, may be rewarded for their contribution to marketing, brokering and providing the services from the management fees and / or other payments that the Company will charge the Client for the services provided.
14. THE CLIENT MAY CANCEL THIS AGREEMENT AT ANY TIME, BY PROVIDING A WRITTEN NOTICE TO THE COMPANY
15. The Company's services are provided via the Information System as this term is defined in the Framework Agreement. Phone or other means of providing the services must be agreed by the Company in advance, in writing.
Clients Representations16. The Client represents that as part of the Agreement, it receives financial marketing services from the Company, which include risk management and transfer of execution instructions on their behalf and does not receive investment portfolio management services, and therefore the provisions of the Advice Law applicable to investment management services shall not apply to the relationship between the parties.
17. The Client represents that they are aware that the Company does not undertake to achieve any minimum annual return for the Client or to avoid any loss. The Company shall not insure the Client against losses and / or compensate him in any way for losses incurred by them as a result of marketing and / or risk management operations.
18. The Client is aware that the Company's actions are based, among other things, on details provided by the Client in the Client Needs Questionnaire Form, and therefore the Client's failure to provide any information regarding their needs and / or assets may impair the Company's ability to provide the services, and the Client waives, with their signature below, any claim and / or demand against the Company resulting from the non-transfer of such information by the Client.
19. The Client is aware and agrees that the transfer of execution instructions for the purpose of making transactions in their accounts is done by the Company without exercising its own discretion, and therefore the Company is not responsible for errors in the execution of operations, due to technical malfunction and / or a misunderstanding in the delivery of the instruction by the Client to the Company and / or by the Company to the person performing the action, delay and / or failure to perform the operation by the operator for any reason, and the Company is not responsible for the results of the operation.
20. The Client is aware that the bank / transaction room with which transactions are made in their account is be entitled, at its own discretion, to refuse an instruction given to it, to perform an action on the account or to continue to perform an action or condition it on any condition due to deviation from the credit line or collateral or for any other reason. The Client is aware that the amount of collateral required from the Client is determined by the bank / transaction room with which transactions are made in their account from time to time, and it is subject to changes that are not under the control and / or knowledge of the Company. The Client is aware that in the absence of collateral as required, the bank / transaction room may, at its own discretion, act in any way including closing transactions, selling or purchasing of underlying assets, and that the Client may suffer damages and / or expense and / or prevention of profit and / or loss. It is also agreed that the Company shall be exempt from liability for any damage and / or expense and / or loss of any kind, incurred by the Client due to the execution of an instruction by the bank / transaction room in a partial or different manner than the original instruction conveyed to the Company, regardless of the reason. In accordance with the above, the Client waives any claim and / or lawsuit and / or demand against the Company in respect of such an event.
21. The Client empowers the Company to provide them with the services, and perform any operation using a computerized system. It is expressly clarified and agreed that the Company shall be exempt from liability for any damage, loss or expense (“Damage"), which may be incurred by the Client as a result of using a computerized system and for any damage that may be caused to the Client as a result of revealing and / or disclosure of information to any third parties.
Reporting22. The Company is subject to legal obligations regarding reporting and registrations, including with respect to the documentation of marketing conversations with the Client.
23. The Company shall keep records of actions that the Client performs with its help and / or through it and shall present them to the Client from time to time upon their request.
24. The Client knows and agrees that the Company may (but is not obligated to) record, at its sole discretion, the telephone conversations with its Clients, and use them at its sole discretion. The Client agrees that such recordings will be used as evidence in any court and in any proceeding related to the issues covered by this document, but the above does not impose an obligation on the Company and / or anyone on its behalf to make such recording, and the Client does not and shall not have any claim, cause or demand against the Company.
Service Fee25. The Company shall charge a fee, at the rate specified on the Company's website, from the scope of any transaction made on the basis of investment marketing given by the Company to the Client (It is clarified that this commission does not constitute a refund of bank commissions for the execution of the transaction, and therefore the Company is entitled to the said commission in any case and regardless of the commission paid by the Client to the bank/transaction room, if and to the extent such commission was paid, for the execution of the transaction). This payment shall be paid from the Client's account at the bank / transaction room where the transaction was made or by directly charging the Client directly, plus VAT as required by law.
26. The Company shall receive, up to the maximum fee, at the rate specified on the Company's website, a refund of bank or other financial institute commissions for the execution of the transactions.
Risk Management Update27. The updating of the Client's overall financial risk management policy shall be done by the Client, including based on the investment marketing to be provided by the Company. In any case of a change in the risk management policy, it is the Client's responsibility to deliver an updated policy signed by them to the Company. Until the receipt of the updated policy, the Company shall work to implement the existing financial risk management policy. In compliance with the law, the Company may freeze or stop the provision of various services to the Client, if the latter does not meet the requirements of the law, including but not limited to, checking changes in the Client's needs from time to time.
Liability28. The Client confirms that he is aware of the risks involved in financial markets transactions, including purchase and sale and / or writing of future transactions, options, swaps, and transactions in foreign exchange derivatives, interest rates, indices, and financial derivatives. The Client is aware that the foreign exchange market and the interest rate and financial markets are subject to impacts and fluctuations due to many factors that are not under the control and / or knowledge of the Company and therefore, the Company does not undertake that the desired results will be realized or achieved from the proposed strategy and / or the strategy that will be proposed by the Company, or that acting in accordance with the proposed strategies will yield any profits. THE CLIENT ALSO KNOWS THAT TRANSACTIONS IN THE FOREIGN EXCHANGE MARKET, OPTIONS, FINANCIAL ASSETS, INCLUDING SHORT POSITIONS ARE TRANSACTIONS INVOLVING SPECIAL RISK, INCLUDING THE EXISTING RISK TO THE CLIENT LOSING HIS/HER ENTIRE INVESTMENT, AND THE EXISTING RISK OF WRITING A HIGH LOSS OPTION AND SIMILAR TRANSACTIONS, AND THE CLIENT CONFIRMS BY SIGNING THIS AGREEMENT THAT HE/SHE IS AWARE OF THE RISKS AND HAVE THE FINANCIAL ABILITY APPROPRIATE FOR SUCH TRANSACTIONS. THE CLIENT WAIVES ANY CLAIM AND / OR LAWSUIT AND / OR DEMAND AGAINST THE COMPANY IN RESPECT OF SUCH SPECIAL RISKS TRNASACTIONS, UNLESS FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
29. The Company is not responsible and does not undertake to achieve any return and / or a specific return and / or minimum profit and / or profit at any rate and / or to insure the Client against losses and / or to guarantee and / or commit to results or success of any transaction made on by the company if the Client chooses to act on the basis of the advice given to them. The Company is not responsible for the results of the operations and is not responsible for non-execution and / or errors in the execution of the Client's instructions passed by it to the people performing the operations.
30. All services provided by the Company are provided to the best of its knowledge and understanding, and any report and information provided by it or used by it as a basis for the provision of the Services is to the best of its knowledge and the Company is not liable for their correctness, reliability and the results of them being incorrect unless it is found that the Company acted with gross negligence.
31. The Company shall be exempt from any liability for damages, failure, loss of profits or expenses of any kind, which is incurred by the Client in connection with the provision of the services by the Company, and which were caused as a result of circumstances beyond the Company's control.
32. The Client is aware that the services do not include tax advisory, and therefore it is the Client's responsibility to independently seek professional advice regarding the tax provisions that apply to them regarding the receipt of the services and the consequences of receiving such services.
Exclusivity33. In order not to harm the nature and quality of services to the Client, the Client undertakes not to contract with an investment marketing company in parallel to their engagement in this Agreement with the Company.
34. It is agreed that the Company may enter into agreements for the provision of similar services to other Clients, and / or continue to maintain agreements it is engaged in, for the provision of similar services.
35. The Company and its shareholders shall be entitled to operate in securities and / or other assets for themselves and / or for Companies under their control and / or for corporations to which they provide various types of services, whether for a consideration or not, all subject to the provisions of the Advice Law.
Confidentiality36. The Company's obligation to confidentiality is set forth in the Framework Agreement. THE CLIENT SHOULD TAKE NOTE THAT THE COMPANY'S OBLIGATION IS SUBJECT TO ITS DUTY TO PROVIDE NOTICES ACCORDING TO THE LAW.
Taxation37. Any tax, levy, witholding or other mandatory payment that applies or will apply to the transactions and / or actions performed for the Client in compliance with this agreement, in compliance with any law and / or in compliance with the provisions of a competent authority and / or in an agreement between the Company and a competent authority, shall apply to the Client and shall be paid by them.
38. The provisions of this section isare general and do not present a complete and detailed picture of the applicability of the tax on the actions and / or transactions that the Client will perform using the Company under this Agreement. The Client is aware that when considering carrying out actions and / or transactions through the Company, they must consult experts regarding the consequences of the taxes, if and to the extent they exist, on the action and / or transactions they wish to carry out.
