Professional Trader Terms

Clearing Structure & Standard Terms (1 January 2025)

Your ongoing and future provision of services toTTG and continuing utilisation of  TTG's services will amount to your acceptance of these terms.

Term

Summary of  Our Agreement 

Capacity

TTG Capital  Limited (“TTG”, “us”, “we” or “Firm”) and you  (including any corporate vehicle utilised or associated with distribution of  your trading profits) have entered into these standard regulatory terms (“RGA”)  to ensure the on-going compliance by you and all traders currently working  with or otherwise operating through TTG under a contract for service  (including any corporate vehicles utilised or associated with distribution of  trader trading profits) (together “TTG Traders”). 

We shall  grant you, a TTG Trader, on an individual basis, by way of duly authorised  grant, authority to trade on TTG’s behalf with our Clearer as a Registered  Trader in order for you to have direct connectivity to certain agreed trading  exchanges.

In  conjunction with Clearer and pursuant to the terms of the Clearing Agreement  we act as principal in all trading activities and not as agent on your  behalf.  All transactions shall be  executed in the name of Clearer or TTG, but you acknowledge that any recourse  by you (or any corporate entity you utilise) is to TTG only and not to any  Clearer who shall have no direct responsibility to you (or any corporate  entity you utilise).

 You confirm  that you (or any corporate entity you utilise) act as principal and not as an  agent (or trustee) on behalf of anyone else.

Clearer Documentation  

A material  term of this contract is you (or any corporate entity you utilise) entering  into and complying with TTG’s and Clearer’s current take-on procedures and  associated documents, including without limitation declarations as to your  professional status and experience and confirmation of compliance with all  relevant exchanges rules and legislation, including without limitation Market  Abuse and Insider Dealing legislation that may be in force from time to time.

Designated  Accounts

TTG shall  open accounts in its name with Clearer the number and reference of which we  shall allocate to you (or any corporate entity you utilise) and you shall be  allocated a specified subaccount (together the “Designated Accounts”).  Notwithstanding that the Designated Accounts are in the name of TTG and the  funds therein in the full legal and beneficial ownership of TTG, subject to any  separate Special Terms agreed between us, you (including any corporate entity  you utilise), agree that you personally shall remain responsible and  primarily liable for all Trading Losses (as defined below) arising within or  associated the Designated Accounts and any margin calls made by Clearer or  TTG upon the same.

Initial  Margin

TTG shall  agree with you from time to time the level of initial margin which TTG  requires from you (or any corporate entity you utilise) and shall apply an  equivalent sum against the Designated Accounts – you (or any corporate entity  you utilise) have agreed to transfer all such initial margin and any further  such advances made by you (whether via accrued profit from trading activities  or otherwise) by way of full legal title transfer to TTG.

Margin  Requirement and Minimum Balance

TTG shall  regularly notify to you its on-going margin requirement and also request from  you the maintenance of an aggregate minimum balance across the Designated  Accounts, i.e., below which you may be limited in your ability to make draw  down requests.  Should the aggregate  balance of the Designated Accounts (excluding any margin requirement) fall  below any amount we have agreed with you then you (or any corporate entity  you utilise) will either be required to supply additional funds to the level  of the initial margin, or TTG will reserve the right to suspend trading  activities, renegotiate terms, or terminate the Agreement, in each case  immediately and without further notice.

Trading  Parameters

Before you  commence utilising the Designated Accounts we shall agree the trading  parameters through which you (or any corporate entity you utilise) are  authorised –via designated authority or power of attorney- to trade, which  shall be reviewed regularly.  TTG  reserves the right in its absolute discretion to vary or withdraw any trading  permissions at any time including without limitation the suspension or  closure of the Designated Accounts.

Commission

Subject to  any Special Terms which we have agreed all per lot commissions will be  charged at TTG's standard rates as per TTG's standard fee schedule (available  on request), or such other rates as TTG may agree with you and be rebated  back to agreed levels. You may also qualify for ‘an ‘Additional Rebate’ if  any prerequisite volume is achieved (which we will agree from time to time).

Trading  Losses

Subject to  any Special Terms which we have agreed, you, including any corporate entity  you utilise (and each of its Beneficial Owners) hereby acknowledge that you  shall be solely, or in the case of joint accounts joint and severally liable  to TTG for all and any trading losses arising on the Designated Accounts  ("Trading Losses"). You and any other joint account holder  agree to personally indemnify TTG against all such Trading Losses regardless  of the fact that a corporate vehicle (whether or not controlled by you) may  be the operator of the Designated Accounts.

Regulation

The Firm is  authorised by the Financial Conduct Authority (“FCA”) and completion  of any agreement with a TTG Trader is conditional upon the Firm being  satisfied that it may certify you as a proprietary trader and register you as  such on the Firm’s register at the FCA.  

 The Firm is  ultimately accountable to the FCA and any other  regulator or exchange for your actions  carried out pursuant to this Agreement.   From a regulatory perspective section 63(E) Financial Services and  Markets Act 2000 (“FSMA”) requires that any authorised firm must take  reasonable care to ensure that no employee* of its performs a  specified function under an arrangement entered into by the Firm in relation  to the carrying on by the Firm of a regulated activity, unless the employee  has a valid certificate issued by the Firm under section 63F.

 The Firm may  withdraw your certification as a proprietary trader at any time in its  absolute discretion in which case this Agreement will terminate forthwith and  all Designated Accounts shall be suspended or terminated.

 *the FSMA definition of employee also covers a  contract for services where such person is under the supervision, direction  or control of an authorised firm.

Regulatory  and Exchange Investigations, Fines and Sanctions

You and any  other joint account holder agree to indemnify TTG against all and any fines  and related legal costs TTG may incur that may be imposed or otherwise levied  as a result of your conduct by the (i) FCA, any Clearer, or any other  regulator in the UK or any other jurisdiction that is entitled to impose such  a fine or sanction on you or TTG, including without limitation the Securities  and Exchange Commission (“SEC”), the Commodity Futures Trading  Commission (“CFTC”) and The Federal Financial Supervisory Authority of  Germany; (ii) any trading exchange that may impose a fine or sanction against  you and/or TTG as a result of your conduct (in each case whether against you  personally or not i.e. regardless of the fact that a corporate vehicle  (whether or not controlled by you) may be the operator of the Designated  Accounts; (iii) any other government, federal or local agency with standing  to impose any such fine on you and/or TTG in relation to your trading  activity and conduct; and (iv) any Clearer (together “Regulatory Fine”).

 You agree to  fully cooperate with all enquiries into your trading activities, whether  instigated by TTG, any TTG Clearer, or where such enquiry originates from any  regulator such as the FCA, the SEC or CFTC (“Enquiry”).  Your cooperation shall extend to handing  over all personal phone records and personal emails and other forms of  electronic communication where such may be relevant to any enquiry.  

 In addition,  you agree that TTG may in its absolute discretion suspend any and all  Designated Accounts, including freezing funds associated with them (in part  or in whole) whilst any Enquiry remains open or otherwise on-going and  furthermore that any and all funds in your Designated Accounts may be applied  by TTG in satisfaction of a Regulatory Fine, including without limitation  following the closure of any Designated Account, or service of notice  relating to the proposed closure of a Designated Account.  

Trader  Money and Pooling

In entering  into this Agreement, you (and any corporate entity you utilise) have agreed  that all funds transferred by you (or any corporate entity you utilise) to  TTG shall be transferred by way of full title transfer (legally and  beneficially), meaning that all such funds are legally and beneficially owned  by TTG.  Thereafter any accrued profits  in the Designated Accounts shall also be subject to title transfer and all be  legally and beneficially owned by TTG.

 TTG does not  have clients, in entering this Agreement you acknowledge and confirm that you  are not a client of TTG.  Consequently,  funds received by TTG from you (or any corporate entity you utilise) and thereafter  any accrued profits in the Designated Accounts shall not be held as, or  treated as "Client Money" in accordance with Client Money Rules and  will not be subject to the protections conferred by those rules.   You (and any corporate entity you utilise)  agree to the outright title transfer of funds and thereafter accrued profits to  TTG to be applied against the Designated Accounts with TTG owing a  corresponding debt to you of any positive balance within the Designated  Accounts, which subject to the terms herein you are entitled to request of  TTG to be draw down.

 As a  consequence, all funds  (nor for the  avoidance of doubt any funds transferred to TTG by any corporate entity you  utilise), but subject to any Special Terms agreed between us, will not be  segregated in accordance with Client Money Rules from TTG’s money and will be  pooled by TTG with other funds in the ordinary course of business.   Any positive sums reflected in the  Designated Accounts of all TTG’s traders are for accounting purposes treated  as unsecured creditors.  In the event  of TTG’s insolvency you (and any corporate entity you utilise) shall rank as  an ordinary creditor.

Drawdown

Subject to  complying with the terms herein you may make requests of TTG to draw down  funds from the Designated Accounts. Provided TTG is satisfied that there are  sufficient funds available to meet such request, and also with your  compliance with the terms of this Agreement, the draw down request will be  paid to the relevant designated bank account no later than the day following  the sanctioning by TTG of any draw down request.

Notice

TTG may serve  notice on you (and any corporate entity you utilise) to terminate this  Agreement (i) at any time in the event you (or any corporate entity you  utilise) has breached any term of this Agreement, or (ii) subject to the  Special Terms between us, on thirty days’ notice ("TTG Termination").  Upon TTG Termination you (and any corporate entity you utilise) shall be  liable to refund to TTG any monies outstanding to TTG, including without  limitation any fees outstanding to TTG pursuant to this Agreement and you  and/or the other Beneficial Owners shall immediately refund to TTG any  Trading Losses.

 Following the  expiry of any minimum fixed term TTG has agreed with you, you may serve  notice on the first working day of any given month to TTG so as to terminate  this Agreement on one months’ notice ("Your Termination").  Upon Your Termination you (or any corporate entity you utilise) and/or the  Beneficial Owners shall be liable to refund to TTG any monies outstanding to  TTG, including without limitation any fees outstanding to TTG pursuant to  this Agreement and you (and any corporate entity you utilise) and/or the  Beneficial Owners shall immediately refund   TTG any Trading Losses.  You  also acknowledge and agree that if at the time of Your Termination any  Enquiry remains open or otherwise on-going TTG may in its absolute discretion  withhold any funds remaining in your Designated Accounts (in part or in  whole) pending the outcome of the Enquiry and furthermore that any and all  funds in your Designated Accounts may be applied by TTG in satisfaction of a  Regulatory Fine post Your Termination.

Trader  Self-Employed Status

During the  period of this Agreement you shall be an independent self-employed trader.  You understand and agree that you are not and at no point shall be an  employee of TTG, HMRC define employee as someone who works under an  employment contract.   You work under a  bespoke contract of service.

 The Firm  controls all regulated activity conducted in its name, including all trading associated  with the Designated Accounts, but otherwise does not stipulate fixed working  hours for any trader, nor provide a salary to traders, or other benefits that  would be typical of an employer/employee relationship.

 The  arrangements provided for in these terms shall not constitute a partnership  between you (or any corporate entity you utilise) and TTG. You (and any  corporate entity you utilise) will be responsible for paying (and will  indemnify TTG against) any tax, National Insurance and/or any other  liabilities related to matters of an employment nature which may arise or  become payable in relation to you personally as a result of the arrangements  contemplated by this Agreement or from your (or any corporate entity you  utilise) trading activities during the course of this Agreement.

Compliance  

You  understand that we will need to notify you of and request cooperation with  any necessary compliance matters in order to safeguard the interests of TTG’s  business and for the benefit of all traders.   TTG requires all its traders to review its trader compliance manual  and also to comply with all associated policies issued by TTG from time to  time.

 In addition  all traders must complete any training modules issued by TTG so as to  demonstrate compliance with all applicable rules and regulation, including  without limitation the conduct rules of the Senior Managers and Certification  Regime which came into force on 9th December 2019.

Variation

You  acknowledge and agree that the Firm may in its absolute discretion vary these  standard terms and conditions at any time, with any new terms being  circulated to TTG Traders but not requiring their consent to any such  changes.

Assignment

You agree  that TTG may assign the terms of this contract to any third party including  any other TTG group company.

Governing  Law

This  Agreement shall be governed by, and construed in accordance with, English  law.

Definitions  

Clearer  means any of Marex Financial Limited, ABN AMRO Clearing, GH Financials or  such other clearer as TTG may appoint from time to time.

 Clearing  Agreement means the agreement between TTG and the Clearer as amended from  time to time.

 Corporate  entity means any limited liability company, limited liability  partnership, sole trader, partnership or other form of corporate vehicle and  whether incorporated in the UK or overseas.

 Designated  Accounts means the account(s) opened by and in the name of TTG with  Clearer and which –via authorised grant or power of attorney- you (and any  corporate entity you utilise) may be authorised to trade.

 Registered  Trader means a trader notified by us to Clearer as being authorised to  trade a Designated Account on TTG’s behalf with Clearer.

 Special  Terms means such special terms (if any) as we may agree in writing and  which if in place shall prevail over the RGA in the event of any  inconsistency over commercial terms.

 You or you,  means the personal recipient of these terms and/or any person authorised to  bind any corporate entity utilised or that is associated with your Designated  Accounts.

Your ongoing and future provision of services toTTG and continuing utilisation of  TTG’sservices will amount to your acceptance of these terms.

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