CLIENT AGREEMENT
This Client Agreement (the “Agreement”) is entered into between GUDAX Limited(“GUDAX” or “the Company”) and the Client (“Client”), and governs all matters relating to the Client’s account and transactions with GUDAX.
I. INTRODUCTION
1.1. This Agreement is provided by GUDAX and constitutes the entire legal agreement between GUDAX and the Client regarding the use of GUDAX’ online trading services, including its electronic trading platform and any third-party trading systems.
1.2. By registering an account with GUDAX and using its services, the Client confirms that they have read, fully understood, and unconditionally accept this Agreement and all related documents, including but not limited to the Risk Disclosure and Acknowledgement Notice, Privacy Policy, Refund Policy, Execution Policy, Website Terms and Conditions, and the Anti-Money Laundering and Counter-Terrorism Financing Policy published on GUDAX’ website.
1.3. The Client’s use or continued use of the services provided by GUDAX constitutes their consent to be legally bound by this Agreement and any future amendments as published on GUDAX’ website. This Agreement shall become effective upon successful account registration and shall remain in force until terminated by either the Client or GUDAX in accordance with this Agreement.
1.4. The official language of this Agreement is English. In the event of any discrepancy between different language versions, the English version shall prevail.
II. DEFINITIONS AND INTERPRETATION
For the purposes of this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:
2.1. “Agreement” means this Client Agreement.
2.2. “Applicable Laws and Regulatory Requirements” means all statutes, regulations, rules, orders, and guidelines issued by the Comoros Financial Services Authority or any other applicable authority.
2.3. “Base Currency” means the currency in which the Client’s account is denominated and all transactions are settled.
2.4. “Client Asset” means all funds, cash equivalents, and digital currencies (including but not limited to cash, cheques, bonds, securities, real estate, collateral, insurance funds/policies, electronic money, digital currencies, and other financial instruments) transferred into the Client’s account by the Client.
2.5. “Confidential Information” means any information relating to the business, products, services, personnel, or commercial activities of either Party, including trading strategies, transactions, financial data, computer programs, technical data, inventions, designs, marketing strategies, customer lists, and other information not generally known to the public.
2.6. “Corporate Event” means any event whereby a company in which the Client has invested undergoes insolvency, suspension of trading, or a major restructuring (including share buybacks, mergers, acquisitions, or takeovers).
2.7. “GUDAX” means GUDAX Limited, a licensed securities trader regulated by the Comoros Financial Services Authority (Regulatory Number: L 15998/GML).
2.8. “Equity” means the sum of the cash balance in the Client’s account and the market value of all open positions, including the aggregate profit or loss.
2.9. “Fees” means all applicable commissions, charges, settlement fees, exchange fees, regulatory levies, legal fees, and swap fees as provided on the Trading Platform (excluding taxes).
2.10. “Free Margin” means the portion of the account balance available for new transactions, calculated as: Free Margin = Equity – Margin.
2.11. “Force Majeure Event” means any event or circumstance, beyond the reasonable control of GUDAX, that prevents or significantly hinders the performance of its obligations under this Agreement.
2.12. “Initial Margin” means the minimum amount required in the Client’s account to execute a transaction, as specified on the Trading Platform from time to time.
2.13. “Manifest Error” means any error or misquote attributable to GUDAX, any exchange, bank, or any third party reasonably relied upon by GUDAX.
2.14. “Margin” means the sum of the Initial Margin and any additional Margin Requirement.
2.15. “Margin Level” means the percentage calculated as (Equity ÷ Margin × 100%).
2.16. “Margin Call” means the notification issued by the Trading Platform when the Margin Level falls below the required level, thereby requiring the Client to deposit additional funds.
2.17. “Margin Requirement” means the minimum funds that must be maintained in the Client’s account to keep open positions, as specified on the Trading Platform.
2.18. “Material” means any information or documentation provided by GUDAX or any third party.
2.19. “Party” means either the Client or GUDAX (collectively, the “Parties”).
2.20. “Service(s)” means the online trading services provided by GUDAX via its electronic Trading Platform.
2.21. “Specified Default Event” means any event defined in this Agreement that constitutes a breach or default by the Client.
2.22. “Stop Loss” means an order to automatically close an open position at a predetermined price level to limit losses.
2.23. “Stop Out” means the automatic closure of one or more open positions when the Margin Level falls below a predetermined threshold, without prior notice to the Client.
2.24. “Trading Hours” means the period during which transactions may be opened or closed in relation to the Services.
2.25. “Trading Platform” means the electronic trading system provided by GUDAX.
2.26. “Transaction(s)” means any activity involving the opening, closing, or modification of trades or orders; as well as deposits, withdrawals, internal fund transfers, and any related fund movements.
Unless otherwise expressly provided, any reference to a clause, section, or schedule shall mean the relevant part of this Agreement. Headings are for convenience only and do not affect interpretation.
III. PROVISION OF SERVICES
3.1. GUDAX shall provide the online trading services and related trading activities subject to the terms and conditions set forth in this Agreement. The Client acknowledges that the Services do not constitute investment advice or recommendations, and any discussions or information provided by GUDAX or its employees shall not create any binding relationship or be construed as advice.
3.2. GUDAX reserves the right to modify, suspend, or terminate any or all Services at its sole discretion without incurring liability to the Client. The Client agrees to monitor GUDAX’ website or Trading Platform for any updates.
IV. COMPLIANCE AND AMENDMENTS
4.1. The Client acknowledges that all transactions under this Agreement must comply with the Applicable Laws and Regulatory Requirements as issued by the Comoros Financial Services Authority. In case of any conflict between this Agreement and such laws or regulations, the latter shall prevail; however, GUDAX shall retain the right to interpret this Agreement in a manner most favorable to the Company.
4.2. GUDAX reserves the right to amend this Agreement and any related documents(including the Risk Disclosure and Acknowledgement Notice, Privacy Policy, Refund Policy, Execution Policy, etc.) at any time by publishing the amended version on its website. The amendments shall take effect immediately upon publication, and the Client’s continued use of the Services constitutes acceptance of the revised terms.
V. CLIENT RISK DISCLOSURE AND ACKNOWLEDGEMENT
5.1. The Client acknowledges that using the Services provided by GUDAX involves high-risk speculative investments that may result in rapid and significant losses, including the complete loss of invested funds.
5.2. The Client confirms that all investment decisions are based solely on the Client’s evaluation of market conditions, financial status, and investment objectives. The Client agrees not to hold GUDAX liable for any losses incurred.
5.3. The risks disclosed in this Agreement and the Risk Disclosure and Acknowledgement Notice are non-exhaustive. The Client is encouraged to seek independent professional advice if uncertain about any of the risks involved.
VI. CLIENT REPRESENTATIONS AND WARRANTIES
6.1. The Client represents and warrants that they are of legal age and capacity, or if a corporate entity, that they are duly incorporated and authorized to execute this Agreement.
6.2. The Client confirms that all information provided to GUDAX is true, accurate, and complete. Any misrepresentation, falsification, or omission may result in immediate termination of the account and liability for any resultant losses.
6.3. The Client agrees to comply with all the terms of this Agreement and all Applicable Laws, and shall not use the Services for any unlawful or fraudulent purposes.
VII. CLIENT ACCOUNT MANAGEMENT
7.1. Account Registration and Verification
The Client must complete the online registration process on GUDAX’ official website and submit all necessary identification and KYC documents. The Client should familiarize themselves with the features and limitations of the various account types prior to registration.
7.2. Account Security
The Client is solely responsible for safeguarding their account credentials. Any unauthorized use or security breaches must be reported to GUDAX immediately. GUDAX shall not be liable for any losses resulting from the Client’s negligence.
7.3. Inactive Accounts
If an account remains inactive for three consecutive months, GUDAX reserves the right to impose a monthly inactivity fee, and may freeze or terminate the account after prior notice. If the account balance is insufficient, all remaining funds may be deducted.
7.4. Base Currency
The Client may choose the Base Currency during account registration. Should funds be deposited in a currency different from the Base Currency, GUDAX will convert the funds at the prevailing exchange rate. For withdrawals, GUDAX reserves the right to return funds in the original deposit currency.
VIII. TRADING PLATFORM AND ORDER EXECUTION
8.1. Trading Platform Use
GUDAX grants the Client a non-exclusive, revocable, and non-transferable license to access and use its electronic Trading Platform solely for executing transactions under this Agreement. The Client accepts all risks associated with downloading, installing, and using the platform.
8.2. Order Execution
All orders executed on the Trading Platform shall be processed in accordance with GUDAX’ published Execution Policy. GUDAX reserves the right to delay, modify, or reject any order if deemed necessary due to market conditions, risk factors, or for compliance purposes, without liability.
8.3. Third-Party Systems and Delegated Execution
GUDAX may delegate order execution to third-party brokers or service providers. The Client agrees that any delays or issues arising from third-party actions shall not render GUDAX liable.
IX. CLIENT ASSET MANAGEMENT
9.1. Definition of Client Asset
“Client Asset” comprises all funds, cash equivalents, and digital currencies transferred into the Client’s account.
9.2. Custody and Use of Client Asset
Client Assets are held by GUDAX in trust for the Client; however, such assets may be commingled with those of other Clients. GUDAX reserves the right to transfer or deduct Client Assets as necessary to settle any liabilities owed by the Client, without incurring liability.
9.3. No Interest Payment
Client Assets do not accrue interest. The Client hereby waives any claim to interest on these assets.
X. MARGIN REQUIREMENTS AND RISK MANAGEMENT
10.1. Nature of Margin Trading
The Client acknowledges that margin trading involves high leverage risks that may result in losses exceeding the amount deposited. The Client must provide the required Initial Margin as specified on the Trading Platform to open a transaction.
10.2. Margin Calls and Forced Liquidation
If the available margin falls below the required level, GUDAX may issue a Margin Call requiring additional funds. Failure to meet the Margin Call may result in the forced liquidation (Stop Out) of all or part of the Client’s positions without prior notice, and any deficiency may be deducted from the Client’s account.
10.3. Margin Adjustment Rights
GUDAX reserves the right to adjust the Initial Margin, Margin Level, and Margin Requirement at any time, with notice provided at least three business days prior to the effective date. Such adjustments are binding on the Client.
XI. DEPOSITS AND WITHDRAWALS
11.1. Deposits
The Client may deposit funds via the methods published on GUDAX’ website. GUDAX reserves the right to verify and, if necessary, delay or refuse deposits that appear irregular, doubtful, or potentially illegal.
11.2. Withdrawals
Withdrawals may be requested by the Client when the account shows a positive balance. However, if there are outstanding fees, margin requirements, or other risk concerns, GUDAX may refuse or delay the withdrawal.
11.3. Bank Fees and Exchange Rates
All bank fees and any applicable currency conversion charges incurred during deposits or withdrawals shall be borne by the Client. GUDAX is not liable for any delays or errors in the withdrawal process.
XII. FEES AND CHARGES
12.1. The Client shall pay all fees as displayed on the Trading Platform, including commissions, transaction fees, settlement fees, exchange fees, regulatory levies, legal fees, and swap fees. All fees are due immediately upon the execution of a transaction.
12.2. If the Client fails to pay the fees on time, GUDAX reserves the right to charge interest at an annual rate of 8% (calculated daily) and may deduct any outstanding fees directly from the Client’s account.
12.3. GUDAX may adjust the fee schedule from time to time, with such adjustments taking effect upon publication on the Trading Platform. The Client shall bear any consequences arising from fee adjustments.
XIII. CONFLICT OF INTEREST
13.1. The Client acknowledges that nothing in this Agreement creates a fiduciary relationship between GUDAX and the Client. GUDAX and its affiliates may have interests that conflict with those of the Client.
13.2. The Client agrees that GUDAX retains full discretion in executing transactions, routing orders, and handling any related matters, even if such actions may result in conflicts of interest. The Client waives any claim or right to seek compensation for such conflicts.
XIV. DEFAULT AND REMEDIES
14.1. Default Events
Any breach of this Agreement by the Client, including providing false information, failure to meet margin requirements, or any other material default, shall constitute a Specified Default Event.
14.2. Remedies for Default
Upon the occurrence of a Default Event, GUDAX may immediately freeze or terminate the Client’s account, force liquidate positions, deduct funds from the account, pursue legal remedies, and take any other measures deemed necessary. The Client shall have no right to challenge or contest such actions.
14.3. The Client agrees to indemnify GUDAX for any costs, losses, or legal expenses incurred as a result of the Client’s breach of this Agreement.
14.4 Price Manipulation and Market Abuse
If GUDAX reasonably believes that Client has engaged in, attempted to engage in, or facilitated activities involving manipulation of our Quotes, execution processes, or Electronic Trading Service—including “gaming” our Electronic Trading Service or engaging in any form of market abuse or misconduct, the client will be deemed to be in default of this service agreement and we may, at our sole and absolute discretion and to the extent permitted by law, take one or more of the following actions:
a) Enforce any Transaction(s) resulting in amounts owed to us;
b) Declare all of your Transactions void from their inception;
c) Withhold any funds suspected to have been derived from such activities;
d) Close your Account;
e) Adjust your Account;
f) Suspend your Account;
g) Terminate this Agreement; and/or
h) Take any other action we consider appropriate.
XV. CLIENT PERSONAL DATA PROTECTION
15.1. By opening an account and using GUDAX’ services, the Client agrees to provide personal data which will be processed in accordance with this Agreement and GUDAX’ Privacy Policy available on its website.
15.2. Personal data collected may include, but is not limited to, the Client’s name, contact details, identity verification documents, banking information, financial and income details, transaction data, usage records, and technical information.
15.3. The Client authorizes GUDAX to process their personal data for the purposes of fulfilling contractual obligations, performing anti-money laundering and KYC procedures, providing marketing materials, and other legitimate business purposes. The Client retains rights under applicable data protection laws, subject to GUDAX’ right to delay or refuse requests that conflict with this Agreement.
15.4. The Client agrees that, unless otherwise required by law, GUDAX will not transfer personal data outside the European Economic Area (EEA) or to any non-recognized jurisdiction without ensuring adequate security measures and protection of the Client’s rights.
XVI. CONFIDENTIALITY
16.1. Both Parties agree to keep all Confidential Information obtained in the course of performing this Agreement strictly confidential, and shall not disclose such information to any third party except to professional advisers, or as required by law or regulatory authorities.
16.2. This confidentiality obligation shall survive the termination of this Agreement for a period of at least seven (7) years.
XVII. INTELLECTUAL PROPERTY RIGHTS
17.1. All intellectual property rights in the Trading Platform, including software, programs, data, and technical documentation (both source and object code), are the sole property of GUDAX or its licensors.
17.2. Subject to the terms of this Agreement, GUDAX grants the Client a nonexclusive, revocable, and non-transferable license to access and use the Trading Platform solely for executing transactions under this Agreement. The Client shall not use or reproduce any intellectual property beyond the scope of this license.
17.3. The Client agrees not to copy, modify, reverse engineer, decompile, disassemble, distribute, or otherwise exploit any intellectual property rights of GUDAX.
XVIII. CLIENT INDEMNITY
18.1. The Client agrees to indemnify and hold harmless GUDAX, its affiliates, licensors, third-party service providers, and banking partners from any claims, losses, damages, or expenses (including legal fees) arising out of or related to the Client’s breach of this Agreement, misrepresentation, or unauthorized use of the Services.
XIX. EXCLUSION AND LIMITATION OF LIABILITY
19.1. Subject to any statutory obligations, GUDAX shall not be liable for any direct or indirect losses, including lost profits, loss of opportunity, or reputational harm arising from the use of its Services, Trading Platform, network failures, system malfunctions, or any other cause beyond its reasonable control.
19.2. The Client acknowledges that GUDAX does not guarantee uninterrupted, errorfree operation of the Trading Platform or the accuracy, completeness, or timeliness of any information provided. The Client accepts all risks associated with the use of the platform.
XX. TERMINATION
20.1. Either Party may terminate this Agreement by providing written notice to the other Party at least fourteen (14) calendar days in advance.
20.2. In the event of a Specified Default Event, Force Majeure Event, or any material breach of this Agreement by the Client, GUDAX may immediately terminate this Agreement and freeze, liquidate, or deduct assets from the Client’s account without incurring any liability.
20.3. Upon termination, the Client shall immediately settle any outstanding fees or liabilities. GUDAX will refund any positive cash balance within ten (10) business days, subject to any deductions for unpaid amounts.
XXI. FORCE MAJEURE
21.1. A Force Majeure Event is any event beyond the reasonable control of GUDAX, including but not limited to natural disasters, war, riots, government actions, network attacks, system failures, or any other events that prevent or significantly hinder the performance of obligations under this Agreement.
21.2. In the event of a Force Majeure Event, GUDAX may suspend, delay, or modify its services without liability and will endeavor to notify the Client promptly.
XXII. COMMUNICATION AND NOTICES
22.1. All notices required or permitted under this Agreement shall be sent in writing to the addresses provided by the Parties during registration and may be delivered by electronic mail, registered mail, or personal delivery.
22.2. Notices shall be deemed received in accordance with the method of delivery: two business days after dispatch if sent by registered mail (or five days if domestic, ten days if international), at the time of delivery if delivered personally, or immediately (or at the start of the next business day if outside business hours) if sent electronically.
22.3. The Client agrees that GUDAX may record all communications with the Client, which may be used as evidence in any legal proceedings.
XXIII. CLIENT COMPLAINTS
23.1. The Client must submit any complaints in writing within three (3) business days of the occurrence of the issue, providing all relevant details and supporting documentation.
23.2. GUDAX will investigate the complaint in a reasonable time frame and provide feedback to the Client via email or other appropriate means.
23.3. If the Client discloses any confidential complaint information without authorization, the Client shall be liable for any damages incurred by GUDAX, and GUDAX reserves the right to seek legal remedies.
XXIV. GOVERNING LAW AND JURISDICTION
24.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Comoros.
24.2. Any disputes arising from or related to this Agreement shall be submitted to the courts with jurisdiction over GUDAX’ principal place of business. GUDAX reserves the right to initiate legal proceedings in other competent jurisdictions as necessary.
XXV. ASSIGNMENT OF RIGHTS
25.1. The Client shall not assign any rights or obligations under this Agreement without the prior written consent of GUDAX.
25.2. GUDAX may assign or transfer this Agreement, in whole or in part, to any successor in connection with a merger, acquisition, or transfer of assets without prior notice to the Client.
XXVI. MISCELLANEOUS
26.1. This Agreement shall become effective upon the Client’s acceptance (via electronic confirmation or signature) and shall constitute the entire agreement between the Parties regarding the subject matter herein, superseding all prior negotiations or agreements.
26.2. Headings in this Agreement are for convenience only and do not affect interpretation.
26.3. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties agree to replace any invalid provision with a valid one that most closely reflects the original intent.
26.4. Time is of the essence in the performance of this Agreement. Any delay shall not constitute a waiver of any rights.
26.5. The rights and remedies provided in this Agreement are cumulative and not exclusive of any other rights or remedies available under law.
26.6. Any amendments or modifications to this Agreement must be made in writing and confirmed by both Parties.
26.7. GUDAX retains the final right of interpretation of this Agreement.
Disclaimer:
None of the terms of this Agreement constitute investment advice. The Client is advised to fully understand all associated risks before engaging in any trading activities. GUDAX shall not be liable for any direct or indirect losses arising from the use of its Services or due to Force Majeure, technical failures, or other causes beyond its control.
