PUBLIC OFFER

1. Terms and definitions

The following terms have the meanings set out below in this Agreement:

• “Agreement” means this agreement between the parties, including its appendices;
• “Account” means a margin trading account opened in the Client’s name for transactions in CFDs, currencies and other financial instruments without physical delivery, and serviced by the Company under this Agreement;
• “Payout Account” means the Client’s internal ledger account reflecting funds withdrawn from management and available for payout. External transfers are made at the Client’s request;
• “Trading Operations” means transactions in Financial Instruments;
• “Spot” means a currency transaction entered into at the current Market Price, with delivery or settlement on the second business or banking day after the transaction is entered into;
• “CFD Contract” means a contract based on price fluctuations in specified Financial Instruments;
• “Financial Instruments” means any market assets, including securities, commodities, interest rates and debt instruments, currencies, indices, base and precious metals, and CFD contracts;
• “Lot” means a specified quantity of a Financial Instrument that the Company may buy or sell while managing the Client’s Account;
• “Order” means a trading instruction placed by the Company while managing the Client’s Account;
• “Margin” means the minimum amount of funds that must be held in the Client’s Account as collateral to allow the Client to buy or sell Lots and maintain an Open Position;
• “Available Funds” means funds in the Account that are not pledged as collateral or subject to actual liabilities, less the required Margin and current losses on the Client’s Open Positions calculated using current Financial Instrument prices;
• “Open Positions” means the aggregate market exposure arising from the purchase or sale of Financial Instruments while managing the Client’s Account, which remains until the related market transactions or exposures are subsequently closed by offsetting transactions;
• “Account History” means a statement issued by the Company containing information about Transactions, payouts, payments, commissions and other matters relating to the Client’s Account, including deposits and withdrawals;
• “Base Currency” means the currency in which the Account, all balances, commission payments and other payments are denominated and calculated;
• “Currency” means the officially recognised domestic monetary unit of a state, whether foreign or otherwise;
• “Securities” means preferred and ordinary shares, government debt obligations, bills of exchange, warrants, futures and options contracts, certificates of deposit, other securities of any type or description, or other property or investment;
• “Market Price” means the quotation of bid and ask prices for Financial Instruments received by the Company from a Broker at the relevant time;
• “Trading Day” or “Business Day” means a banking business day in the relevant market;
• “Transaction” means an executed trading operation on the Client’s Account;
• “Broker/Principal” means a brokerage firm, bank or other third party through which the Company may obtain prices for Financial Instruments and/or execute the Company’s trading instructions;
• “Representative” means an individual or legal entity specifically appointed and authorised by the Company to represent the Company, wherever required, and holding appropriate credentials;
• “Company’s Official Website” means https://artcapitalglobal.com/;
• “Personal Cabinet” means the web interface through which the Company provides services unrelated to executing Trading Operations and reference information. It contains personal, confidential information available only to the individual user and protected by login credentials. The Personal Cabinet is available at https://artcapitalglobal.com/ and may also be accessed through the Company’s website;
• “Service” means Managed Accounts services, including investment management of the Client’s Account and provision of information about the Account’s status, operations, results and payouts through the Personal Cabinet and other Company channels;
• “Trading Terminal” means the information and trading platform used by the Company to conduct Trading Operations and obtain market information.

Words referring to a person or thing in the singular also apply to the plural and vice versa; words in one grammatical gender also apply to other genders. If the interpretation of this Agreement is ambiguous, the English language shall prevail.

2. General terms

2.1. The Company accepts Clients’ Accounts for investment management as Managed Accounts under this Agreement and the selected management type, Cash Flow or Wealth Growth. The Client authorises the Company to make investment decisions independently, open, maintain and close positions, and interact with Brokers/Principals to execute transactions on the Client’s Account.

2.2. The Company manages the Account without obtaining the Client’s separate consent for each Trading Operation carried out within the selected strategy and agreed authority. The Company records the results for the Client’s Account and arranges payouts as provided in this Agreement.

2.3. The Client accepts the investment risks and financial results of operations carried out by the Company within its agreed management authority, as well as the consequences of executing the Client’s own instructions.

3. Rules and terms for providing the Service

3.1. The rules and terms for providing the Service by the Company, and information about changes to them, are set out on the Company’s official websites.

3.2. The Client understands and agrees to the service rules and terms in effect when this Agreement takes effect.

3.3. The rules, service terms and procedures for interacting with the Company may change. The Client agrees that the Company may notify the Client of changes in accordance with clause 16 of this Agreement.

3.4. The minimum initial capital for each management type is USD 10,000 or its equivalent in an agreed currency. The Client selects Cash Flow or Wealth Growth. Each investment tranche has a one-year investment term and is then automatically renewed for a full one-year period. An investment tranche is not a bank deposit, guaranteed deposit or obligation to pay a fixed percentage.

3.5. Cash Flow is a management type that may allow the Client to receive profits actually available for distribution quarterly. Its target, non-guaranteed guideline is 10–15% per year after deduction of the Management Fee. This is an annual result guideline; it does not mean equal quarterly payouts or guarantee that an amount will be available for payout in every quarter. The amount depends on results, Open Positions and the strategy reserve.

3.6. Wealth Growth is a capitalisation-based management type: after deduction of the Management Fee, profits not withdrawn by the Client continue to be managed. Its target, non-guaranteed guideline is 15–40% per year after the Management Fee, taking reinvestment into account. The Client may receive available profits once a year or leave them under management.

3.7. Return guidelines are not a promise, fixed rate or obligation to compensate for any difference between actual and target results. Actual results may be below the range, zero or negative. The stated guidelines take the Management Fee into account.

3.8. A change in management type must be agreed separately before the next applicable period begins. Such a change does not by itself cancel accrued settlement obligations or the terms of existing tranches.

4. Personal information

4.1. The Client represents and warrants that all information provided during Account registration under the Company’s procedures, or at the Company’s request, is complete, correct, truthful, current and accurate.

4.2. The Company may rely on this information until it receives notice from the Client of any changes through the Company’s established procedures.

4.3. The Client must notify the Company of changes to previously provided information no later than three days after the changes occur.

4.4. The Client also represents that, in any jurisdiction, the Client is an adult with legal capacity.

5. Applicable rules and regulations

5.1. All Transactions entered into under this Agreement in any market shall be conducted in accordance with the applicable constitutional provisions, rules, regulations, laws, customs and usual practices of the relevant market in which the Company/Broker/Principal executes them on the Client’s behalf and while managing the Client’s Account.

5.2. Rules relating to Trading Operations and their closure apply equally to the Client and the Company in respect of Transactions entered into on the Client’s behalf.

5.3. The Client represents that the Client has read and agrees to the terms of this Agreement.

5.4. The Client shall review and follow all rules, requirements, schedules and trading facts concerning or specifically applicable to the Client’s Trading Operations or investments as prescribed by the Company.

6. Brokers and counterparties

6.1. The Company may use other Brokers/Principals to perform all or part of its obligations under this Agreement and may provide them with information about the Account.

6.2. Within its authority to manage the Account, the Company may buy or sell Lots on the Client’s behalf by placing orders or instructions through any Broker/Principal, another company or an affiliated client acting as a fund manager, dealer or commercial bank, a registered and/or licensed custodian, broker or dealer, or any other brokers and dealers selected at the Company’s discretion.

7. Deposits and withdrawals to or from the Account

7.1. The Client acknowledges all established procedures for depositing funds to and withdrawing funds from the Account and shall follow those instructions accurately and within the specified time limits.

7.2. The Client agrees that the Company is not liable for financial losses caused by the Client’s failure to comply with the established deposit or withdrawal procedures.

7.3. When depositing funds to the Account, the Client declares the amount to be deposited. The declared amount shall be paid to the Company by cashless transfer to the Company’s official bank details stated in the Personal Cabinet or on the Company’s official website.

7.4. The Client understands that the Company does not accept cash.

7.5. The Client understands that access to the Service will not be granted and the balance of the Client’s Account will not be increased until the Company has actually received cleared funds in the stated amount to its official details specified in the Personal Cabinet or on the Company’s official website. The balance of the Client’s Account will increase by exactly the amount actually received by the Company from the Client’s account details.

7.6. In an exceptional case and at its sole discretion, the Company may credit the amount declared by the Client to the Client’s Account before actually receiving the funds.

7.7. The Client understands that only the Client may withdraw funds from the Client’s Account to the payment details specified by the Client.

7.8. Withdrawals are accessed using personal identification information (username and password). The Client understands that this information is confidential and that the Company is not liable for a withdrawal from the Account made without the Client’s authorisation if the Client has breached that confidentiality.

7.9. A withdrawal may be made only if the Available Funds in the Account are at least equal to the amount specified by the Client.

7.10. At the Client’s request, the Company shall send funds to the payment details specified for that purpose.

7.11. The Client understands that the Client shall pay the transfer costs.

7.12. The Client understands that the Company does not make cash payments.

7.13. Available funds shall be paid to the Client within seven (7) business days after receipt of the request, provided the corresponding amount is available in the Payout Account. When management is terminated, clauses 7.15–7.19 and 26.4 apply; the payout period does not guarantee that Open Positions will be closed within seven business days.

7.14. The Company may restrict or refuse a withdrawal if the Client provides incomplete personal data or cannot verify their identity using the registration data previously provided. The Company does not accept responsibility for or guarantee receipt or timing of withdrawn funds if the payment details belong to someone other than the Client.

7.15. To terminate management or withdraw a tranche’s capital at the end of its current one-year term, the Client shall give notice at least three calendar months before the relevant expiry date. The period is calculated from the date the Company receives the notice. The notice shall identify the Account, tranche or all tranches, the amount or share of capital, and payout details. Late notice does not prevent automatic renewal.

7.16. After receiving timely notice, the Company begins preparing to end management of the relevant capital by assessing related positions, collateral and obligations and planning the release of funds. Positions may form part of similar strategies for different Clients, but each Client’s results and settlements are recorded separately. As funds are actually released, available amounts, after settlement under section 9, are transferred to the Payout Account. Upon termination of management, capital itself is not treated as profit and is not itself subject to the Management Fee.

7.17. The three-month period is a minimum notice period; it is not a guarantee that all positions will be closed or the full amount paid. Open transactions may be closed later depending on market conditions, liquidity and Broker restrictions.

7.18. If positions remain open after the requested payout start date, the Company shall report at least monthly on the remaining positions, their current results, required Margin, available and transferred amounts, and the reasons for continued closure. The Client may request early closure under section 15.

7.19. For capital whose management the Company has begun to wind down, new positions may be opened only to reduce risk and complete existing transactions within the agreed management authority. They shall not unreasonably extend the exit. A regular profit payout under Cash Flow or Wealth Growth does not terminate management of capital and does not require three months’ notice.

8. Interest and charges

No interest income accrues on funds transferred by the Company. The Company deducts any currency-conversion fees and fees for loading funds to the trading account from the amount the Client wishes to load. The amount loaded by the Company may therefore be less than the amount transferred by the Client. If the Client’s Account has insufficient funds to make a payment and cover related fees, the Company will not make the payment.

9. Fees and payouts

9.1. The Client shall pay, directly or from the Account, any fixed fee prescribed by the Company for each transaction, as well as any incidental or material expenses incurred by the Company in connection with the Client’s use of the Service and Trading Operations on the Account.

9.2. The Management Fee is 50% of positive profit available for distribution before the fee is deducted. It is not 50% of contributed capital, the total Account balance or a return of capital. The Company publishes in the Personal Cabinet a calculation of available profit, the Management Fee and the net amount available to the Client for payout or capitalisation.

9.3. The Management Fee base is calculated as: B = max(0; P − L − R), where P is the positive portion of the accumulated result of closed transactions, after trading costs and realised losses, that has not already been included in a previously charged base; L is the current aggregate negative result of the Client’s related Open Positions; and R is the strategy reserve.

9.4. A portion of profit is retained in the Account as a reserve for collateral and potential risks under the agreed strategy. The reserve remains individually recorded for the Client, is subject to investment risk and is not Company income.

9.5. The Management Fee is calculated and charged quarterly or when funds are withdrawn from a new, previously uncharged base. The Client’s net available profit is the base under clause 9.3 less the Management Fee. No fee is charged on a non-positive base; a base on which a fee has already been paid is not charged again.

10. Swap

The Client agrees to pay or receive any swap payment or income arising from Open Positions left open for the next Trading Day in accordance with the trading terms set by the Company. The payment or income shall be calculated and paid to or received by the Client and recorded in the Account History.

11. Collateral

All Transactions carried out by the Company on the Client’s behalf under this Agreement, whether now or in the future, shall be treated by the Company as collateral for payments relating to any of the Client’s obligations to the Company.

12. Profits and losses on Trading Operations

The Client specifically authorises the Company, without any request or notice, to transfer funds required to cover losses arising from Transactions or Trading Operations executed by the Company while managing the Client’s Account from the Client’s Account to the Broker, Principal or Company, in accordance with the Account History. The Client also specifically authorises the Company, without any request or notice, to transfer working capital or trading profits received from the Broker, Principal or Company as a result of such Transactions or Trading Operations to the Client’s Account, in accordance with the Account History.

13. Account statements

Account statements shall contain all information about transactions and settlements on the Client’s Account, including Available Funds; actual or current profits and losses arising from open or closed transactions or positions and revalued using the relevant market closing prices; notices of deposits to and withdrawals from the Client’s Account; fees, payments, commissions, swap payments or income; and all other information arising from or relating to Transactions or Trading Operations executed by the Company while managing the Client’s Account.

14. Recording and retaining information

The Client understands and agrees that, for mutual assurance, the Company may monitor electronically or record any operations and telephone conversations between the Client and the Company.

15. Liquidation of Open Positions

15.1. If the Client’s Available Funds are insufficient to maintain Open Positions, the Company/Broker/Principal may, at its own discretion and without notice or written confirmation, liquidate Open Positions in the Client’s Account at the current Market Price. The transaction shall be recorded in the Account History.

15.2. If and as soon as the Client’s Available Funds fall below 10% of the required margin collateral, the Company may liquidate all or part of the Open Positions in the Client’s Account without notice. The Company may also liquidate all or part of CFD positions on futures in the Client’s Account without notice on the contract expiry date, at the last market price of the trading session.

15.3. If the Client insists on the forced closure of Open Positions, the Company shall first calculate and deduct any Management Fee due on the results of transactions it previously closed, taking into account the available-profit calculation under section 9. The remaining positions shall then be closed at available market prices, subject to liquidity and execution rules. The financial result of forced closure, including losses and expenses, is charged to the Client’s Account. Such a loss does not reduce a Management Fee previously calculated in accordance with this Agreement. If new positive profit arises, a 50% Management Fee is charged on it, without charging again on a base already paid.

16. Notices

Notices and other communications delivered to the Client through an authorised Representative, sent to the email address or mobile phone number the Client designated for that purpose, placed in the Personal Cabinet, or published on the Company’s official websites are deemed delivered personally to the Client.

17. Validity and legal effect of the Agreement

17.1. The offer to enter into this Agreement is a public offer addressed to an unspecified group of persons. The Agreement takes legal effect when the Client confirms unconditional acceptance of its terms (“Acceptance”). Acceptance consists of the Client registering an Account and confirming agreement to the terms under the Company’s procedures, transferring funds to the Account, and the Company actually receiving those funds.

17.2. This Agreement is governed by the laws of the country in which the Company is registered.

17.3. Matters not governed by this Agreement are governed by the laws of the country in which the Company is registered.

17.4. If any term of this Agreement is unlawful, invalid, unenforceable or without legal effect under any law or jurisdiction, this does not affect the lawfulness, validity, enforceability or legal effect of the Agreement as a whole. The lawfulness, validity, enforceability and legal effect of the Agreement’s subject matter as a whole shall not be changed on the basis of any law or jurisdiction.

17.5. The Company may amend or change this Agreement, including any or all appendices, and may change its terms and operating procedures at any time by publishing the amendments or changes on its official website. The Client agrees that the amendments or changes take effect and become binding when published on the official website.

18. Waiver of rights

Any relaxation of terms or deferral of payment by the Company in relation to the Client, as well as any delay in operations caused by financial-market conditions, shall not be treated as a waiver by the Company of any rights under this Agreement.

19. Successors

The Client agrees that this Agreement and all its terms remain legally effective for the Client’s heirs, executors, administrators, personal representatives and authorised persons. This Agreement continues to apply to the Company, its successors and authorised persons.

20. Force majeure

The Client agrees that the Company and its directors, officers, employees and staff, as well as Brokers/Principals, Representatives and their staff, shall not be liable for failure or delay in performing obligations under this Agreement, or for direct or indirect losses caused by conditions or circumstances beyond their direct control. These include, without limitation, government prohibitions, exchange or market rules, trading delays, failure of electronic or mechanical equipment, telecommunications systems or software (system or application) at a local terminal or server, hacking, theft, declared or undeclared war, weather conditions, severe weather, earthquakes and strikes. If an event beyond the Company’s control prevents it from performing an obligation, that failure is not a breach of this Agreement and the time for performance is extended by the duration of the event. Events beyond the Company’s control include, among others, acts of God, war, civil unrest, labour disputes, equipment failures, strikes, fire, flood, earthquake or other accidents, shortages of labour or materials, card-organisation rules, processing failures outside its control, bank insolvency, government regulation or restrictions, weather conditions, third-party breaches or failures, technical problems including hardware and software failures and other malfunctions, failures caused by vandalism or theft, telephone or internet outages, viruses, and mechanical, electrical or communications failures.

21. Indemnity

The Client represents that the Company and its directors, officers, employees and staff, as well as Brokers/Principals, Representatives and their staff, are and shall remain indemnified by the Client against losses, costs, claims, liabilities or expenses arising in connection with the Client’s breach or non-performance of obligations under this Agreement, including any costs reasonably charged to the Client by the Company.

22. Taxation

22.1. The Client confirms that all taxes and charges required to be withheld from legal entities or individuals under the laws of the state within whose jurisdiction the Client is located shall be paid in the prescribed manner by the corporation represented by the Client or by the Client personally.

22.2. The Client acknowledges that the Company does not provide advice on legal, tax or accounting matters.

22.3. The Client releases the Company from any liability relating to the payment or non-payment of taxes on either the Principal Funds held in the Client’s Account or profits from Transactions executed by the Company on the Client’s behalf while managing the Client’s Account.

23. Bankruptcy/insolvency

23.1. If the Company becomes bankrupt or insolvent, the Client may claim from the Company’s successors the Available Funds or balance in the Client’s Account to the extent recorded in the Account History.

23.2. If a Broker/Principal through which the Company operates to execute the Client’s orders becomes bankrupt or insolvent, the Client may claim the Available Funds in the Client’s Account, to the extent recorded in the Account History, directly through the relevant market or state’s public or private banks, banking or brokerage associations, or securities and futures/financial-market commissions, in accordance with international laws.

24. Entire understanding

This Agreement, together with all other agreements between the Client and the Company concerning the Account and the terms contained in notices and confirmations sent or delivered to the Client, constitutes the entire understanding between the Client and the Company regarding the subject matter of this Agreement.

25. Confidentiality

25.1. The Company guarantees that all personal information received from the Client, information about the Client’s Account, information that enables access to the Account such as the Account username and password, and other access and authorisation codes needed to deposit or withdraw funds, conduct trading operations or obtain Account information are strictly confidential and shall not be disclosed to a third party without authorisation.

25.2. The Client understands that no one may require the Client to disclose this information in part or in full. The Client also understands that a breach of confidentiality by the Client may result in unauthorised access to the Client’s Account and, consequently, financial losses caused by transactions the Client did not authorise.

25.3. The Client understands and agrees that the Company is not liable for the Client’s financial losses resulting from a breach of confidentiality or from the Client’s dealings with third parties authorised by the Client on an Account to which the Client has granted access.

26. Term of the Agreement

26.1. This Agreement takes effect after it is registered under the Company’s established procedures.

26.1.1. A “Tranche” is an initial or additional contribution of the Client’s external funds, recorded separately by amount, management start date and one-year investment term. The one-year term begins on the date the Company confirms that it has actually accepted the relevant tranche for management. Each additional contribution has its own one-year term and does not extend the term of earlier contributions. Capitalisation of profits does not itself create a new tranche or start a new one-year term.

26.2. Each tranche is managed for one year. If the Company does not receive notice to terminate management of the relevant tranche at least three calendar months before the end of the current one-year term, management automatically renews for another full year. This rule applies to every subsequent renewal. Termination of management and release of funds are carried out under clauses 7.15–7.19. This Agreement remains in effect for incomplete transactions and settlements until they are completed; upon termination of management, the Client authorises the Company to liquidate the related Open Positions.

26.3. After this Agreement terminates, Available Funds in the Client’s Account, calculated and payable after all Open Positions in the Account have been closed, shall be transferred to the Client’s payment details in accordance with a request submitted or sent by the Client to the Company under the established procedures. Any funds deficit or debit balance arising from trading operations on the Client’s Account shall be paid in full by the Client to the Company by the date specified by the Company.

26.4. After all Open Positions related to the terminated management have been closed, if additional reconciliations and checks are required, the Company shall complete final settlements within 180 (one hundred eighty) calendar days from the later of: the date the last such position is closed or the date the required documents are received. This period is not the market position-closing period under clause 7.17. Amounts already verified and available shall be transferred to the Payout Account as they are released, without waiting for all reconciliations to be completed.

27. Registration of the Agreement

This Agreement must be registered in accordance with the Company’s established procedure. Without such registration, this Agreement is invalid.

28. Risk notice

28.1. The Client may lose the initial deposit and any additional funds deposited with the Company to open and maintain the Client’s Open Positions. If the market moves against the Client’s Open Positions, the Company may liquidate all or part of the Client’s Open Positions in the Client’s Account without notice, in accordance with clause 15 of this Agreement.

28.2. The Client acknowledges that, during adverse market conditions (for example, the release of significant news), dealing by telephone or internet may become difficult. In adverse market conditions, execution prices for pending orders may differ from the prices specified in those orders. Submitting requests and modifying or cancelling orders may also become difficult, and execution times may increase.

28.3. The Client acknowledges and understands that this Agreement is governed by the laws of the country in which the Company is registered, and not by the laws of another country or jurisdiction.

28.4. The Client confirms that the Risk Notice cannot disclose every risk or other material aspect of trading in Financial Instruments.

28.5. The Client confirms that the Client has read the Company’s Risk Notice and fully understands all information and warnings in it in a language the Client understands.

29. The Client confirms that this Agreement, the Service Rules and Terms, the Risk Notice and all procedures for interacting with the Company have been fully explained to the Client in a language the Client understands, and accepts this Agreement.