I, _______________________, located at ________________________________________________________ (hereinafter the “Client”), by signing below accept and agree the terms and conditions of automated CFD trading services provided by HYCE Trading Limited (hereinafter the “Company”) as follow:

1.    THE SERVICE: The Company shall provide on-going CFD trading service on the Client’s trading account in real-time, five days a week, 24 hours per day (hereinafter the “Service”). The trading shall be done by automatic trader system, which shall be set up on a dedicated server. The Company shall maintain the system to achieve non-interrupted trading.

2.    INITIAL DEPOSIT: The amount of initial deposit shall be no less than TWO HUNDRED THOUSAND US DOLLARS ($200,000), or TWO HUNDRED THOUSAND EUROS (€200,000), or TWO HUNDRED AND FIFTY THOUSAND CANADIAN DOLLARS ($250,000.00 CAD), or ONE HUNDRED AND FIFTY THOUSAND GREAT BRITAN POUNDS (£150,000 GBP). The Client shall have the right and option to make additional deposits at their sole discretion at any time.

3.    USAGE OF FUNDS: The deposited funds shall be used as working capital to perform CFD trading activities by automatic trader system (hereinafter the “Working Capital”). The Client understands and agrees that a significant amount of the Working Capital may from time to time be blocked by the trading platform to support open positions. The blocked funds will be shown on trading statements as Floating or Unrealized Profit/Losses.

4.    THE PROFIT: The Service are designed, and expected, to produce a net profit. Such net profit shall include the net profit from closing positions, rebates, and any other deposits and rewards from a trading platform (hereinafter the “Total Profit”). The Total Profit shall be calculated on monthly base. The Total Profit shall not include all deposits and all withdrawals for the Client’s trading account during reported moth. The Total Profit shall be calculated as following:

TOTAL PROFIT = CLOSING BALANCE – OPEN BALANCE – (ALL DEPOSITS – ALL WITHDRAWALS)

Where:

CLOSING BALANCE     -   Account balance at the end of reported period
OPEN BALANCE     -   Account balance at the beginning of reported period
ALL DEPOSITS    -   All deposits to the account made during reported period
ALL WITHDRAWALS    -   All withdrawals from the account made during reported period, including but not limited to withdrawal of profit, part of capital, and service fees 
TOTAL PROFIT    -   The Total Profit for reported period

The Client understands and accepts that the Total Profit depends on market conditions and will vary on a daily, weekly, and monthly basis.

5.    THE COMPANY’S COMPENSATION: Subject to the terms of this Terms and Conditions, the Company’s sole remuneration for all services and duties the Company performs shall be fee, paid from the Total Profit, as noted and set out in paragraph 6 of this Terms and Conditions.  Such service fee(s) shall constitute the complete compensation under this Agreement to the Company for services rendered.

6.    SERVICE FEE(S): The Company is entitled to fifty percent (50.0%) of the Total Profit, representing its share as set out in paragraph 5 (hereinafter the “Service Fees”), to be paid on a monthly basis as defined in paragraph 7 of this Terms and Conditions:  
THE SERVICE FEES = TOTAL PROFIT x 50.0%

7.    PAYMENTS:  The Service Fees shall be paid on a monthly basis.  Within two (2) calendar days of  the end of each month, the Company shall issue an invoice to the Client in the amount of the Service Fees (the Invoice) based on the Total Profit for the month. 

Within five (5) business days after receiving the Invoice, the Client shall remit the amount due to   the Company by electronic bank transfer. All bank fees shall be the responsibility of the Client. The Company shall not accept any cheque, bank money order, or cash form of payment. 

In order to pay the Invoice, the Client shall have full rights to withdraw the funds from the Trading Account and, in addition, their equal share of the Total Profit for the month at their sole discretion. 

8.    PROFIT WITHDRAWAL: The Client’s part of the Total Profit shall be for the sole benefit of the Client and will be reflected in the Client’s account balance. The Client shall have right to withdraw all or any portion of his part of the Total Profit at their sole discretion.  

9.    SPECIAL WITHDRAWAL: The Services is automatic trading system. It relies on the availability of Working Capital in order to make efficient decisions and generate profit over the long term. Sudden and large withdrawals have the potential to affect the performance of the system such that trading results are negatively impacted, and losses may occur. In the event that the Client has sudden need to withdraw large sums (hereinafter the “Special Withdrawal”), the Client shall contact the Company. The Company shall then provide advice as to the best way to withdraw funds while retaining earnings. The Client understands and agreed that such Special Withdrawal could cause losses in profit and in extreme cases even in losses of the Working Capital even after the Company’s best effort. The Company shall not be liable for such losses.

10.    OTHER WITHDRAWALS: Any other withdrawals of funds from the Client’s trading account beside the withdrawals of the Total Profit as set out in paragraphs 7 and 7, or the Special Withdrawal as set out in paragraph 8 of this Terms and Conditions (hereinafter the “Unauthorized Withdrawal”) shall be strictly prohibited. Such unauthorized and sudden withdrawals could destruct and damage trading system and results in losses of profit and Working Capital. The Company will not be liable for any losses that might be caused as result of the Unauthorized Withdrawal.    

11.    THE TERM:  The Company provides the Service on open term basis. The Client and the Company shall have the right to terminate the Service at their sole discretion. Each Party shall provide thirty (30) days termination notice in writing to the other Party. After issuing or receiving such notice, the Company shall use their full effort to close all open positions with minimal impact on the Working Capital during the closing period.

12.    TERMINATION ON BREAKING CONTRACT EVENT: The Services shall be terminated in case of occurrence of  any one or more of the following events (hereinafter the “Breaking Contract Event”): 

(a)    the Client  fails to pay the Service Fees to the Company within ten (10) calendar days after receiving the Company’s invoice for Service Fees;
(b)    the Client  makes any the Unauthorized Withdrawal from the Client’s trading account that is not  a monthly withdrawal of Total Profit or the Special Withdrawal;
(c)    the Client  blocks access for the automated trader system and program to the Client’s trading account in any way, including, but not limited to,  changing the trading password without providing the new password to the Company prior to such password change taking effect. 

After occurrence of a Breaking Contract Event, the Company shall immediately notify Client and allow a forty eight (48) hour period for Client to cure the Breaking Contract Event. In case if Breaking Contract Event is not cured after forty eight (48) hour period, the Company shall stop providing the Service by shutting down the automated trader system on the Client’s trading account. 
The Company shall be not responsible for any losses on the Client’s trading account resulting from the Breaking Contract Event. 
The Client shall be liable for any outstanding Service Fees to the Company prior the occurrence of the Breaking Contract Event and all costs incurred as result of the Breaking Contract Event.   

13.    NON-CIRCUMVENT: The Parties agree not to circumvent or attempt to circumvent this agreement in order to gain fees, commissions, profit, remunerations or any other considerations, for their own benefit, while excluding the other party. This clause shall remain in force for three (3) years after termination of the Service. 

14.    CONFIDENTIALITY, NON-DISCLOSURE: The Client and the Company shall hold confidential all information (the “Confidential Information”) pertaining to this agreement including, but not limited to, the Terms and Conditions, the details of the trading process, the trading software, trading statements, the Company’s compensation, the Parties to this agreement, and the subject matter of this agreement as well as any written or oral information obtained about the respective Parties that is not currently in the public domain. Confidential Information will not include, but is not limited to, the following:

•    Information generally known in the respective industries of the Client and the Company;
•    Information that enters the public domain through no fault of the Client and the Company;
•    Information that is independently created by the Client and the Company respectively without direct or indirect use of information obtained during the course of negotiations for this agreement;
•    Information that is rightfully obtained by the Client and the Company from a third party who has the right to transfer or disclose the information.

Neither party shall communicate any information to the other in violation of the proprietary rights and copyright of any third party.
The confidentiality restrictions in this Terms and Conditions shall continue to apply after the termination of the Service without any limit in time.

15.    SEVERABILITY AND WAIVER: This Service is intended to be performed in accordance with, and only to the extent permitted by, applicable laws. If any of the provisions of this Terms and Conditions or the application thereof to any person or circumstance shall for any reason and to any extent be invalid or unenforceable, then the remainder of the Terms and Conditions and the application of such provisions to other persons or circumstances shall not be affected thereby, but shall be enforcable to the greatest extent permitted by law.

16.    RELATIONSHIP OF THE PARTIES: The parties acknowledge and agree that the relationship between the Company and the Client is that of independent contractors, and nothing in this agreement shall be construed as making the Company or any of its employees an employee, partner or representative of the Client and vice versa, except as may be expressly provided in this agreement.

17.    TAX CONSEQUENCES: Each party is solely responsible, and fully liable, for all applicable taxes on their own income and benefits received as result of the Service.

18.    ACCREDITED CLIENT: The Client confirms that they are an accredited investor and satisfies one or more requirements regarding income, net worth, asset size, governance status, or professional experience in accordance with OSC, or SEC, or FCA criteria for an accredited investor. As an accredited investor, the Client understands and accepts all risks associated with the investment and trading process. The Client understands and accepts that the Company shall not be liable for any losses caused by third parties or by Force Majeure  events, including, but not limited to,:

(a)    bank performances such as delays in transfer funds, returning funds, or holding funds, imposing banking fees and currency conversion rates;
(b)     trading platform performances such as imposing fees, limitations, deposit or withdrawal delays, holding funds, and changing of policies;
(c)    unusual or exceptional market volatility caused by Force Majeure events such as wars, natural disasters, political uprising, major economic crisis, world banking and financial sectors policy changes. 

19.    ANTI-MONEY LAUNDERING, NON-CRIMINAL ORIGIN: The Client guarantees to use only their own funds as the Working Capital and shall not act on behalf of any third party. The Client guarantees that all deposited funds are from non-criminal origin.    

20.    GOVERNING LAW: This Agreement shall inure to the benefit of and be binding upon the parties hereto, their respective transferees, representatives, successors, heirs, assigns and affiliates and shall be governed by and construed in accordance with the laws of the Client’s jurisdiction.

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Signature:                     

Name:                    

Date: