compliance

Public Offer Agreement

Next Capital Group LTD hereinafter referred to as the Company offers services of
conversion arbitrage operations at the international currency market Forex and derivatives
markets to any juridical entity or individual, hereinafter referred to as the Client in the order and
on the terms governed by this Agreement.
This Agreement is a web based document which does not need to be signed. The
Agreement comes into effect at the moment of acceptance by the Client. This Agreement can
be translated into all languages of the Company's website at www.vipwayzone.com. The
translation will have an informative character. In case of any discrepancy between the English
version of the Agreement and its translation, the English version shall take priority over other
language versions.
The Client accepts this Agreement fully and unconditionally when he/she:
– fills in Registration Form to open trading account with the Company, available on free
access terms at the Company’s official website.
– deposits in his/her trading account in the manner prescribed by the Company.
Glossary
Client's Profile – secured network component located in the secure area at the
Company’s official site and designed to provide interaction between the Client and the
Company in accordance with inbuilt software algorithm. The Client registers in this secure
zone an account which contains the information required to identify a user when connecting to
the system and the information necessary for authorization and records.
Client – individual or juridical entity, registered in the Client's Cabinet, conducting
conversion arbitrage operations with the Company at the quotes provided by the Company.
Client's terminal, with the help of which the Client
can obtain online information about financial markets (to the extent determined by the
Company), carry out technical analysis of markets, conduct trading operations, place, modify,
delete orders and receive messages from the Company.
Company – juridical entity, responsible for providing transactions execution and making
payments to the Client in accordance with this Agreement.
Public Offer Agreement
Next Capital Group LTD

Non-trading operation – a process of funds depositing in a trading account (withdrawal
of the funds from a trading account) or a process of granting (repayment) of credit, or
distribution of funds to the accounts within Client’s Profile.
Payment Currency – currency, in which deposits and withdrawals are executed
Company's working time – period of time during the working week, when Company's trading
terminal provides execution of transactions on standard currency contracts. Exceptions are
weekends, holidays, temporary changes within the Company and intervals when service is not
available due to technical reasons; in this case the Company shall assume measures to notify
the Client of changes in the working hours and enable the Client to eliminate arising risks.
Personal account – the whole of trading accounts opened by the Client within his
Client’s Profile. It keeps a general record of obligations of both the Company and the Client
arising out of transactions conducted under this Agreement.
requests, provides the Client with online information about trades in the financial markets (to
the extent determined by the Company), keeps record of mutual obligations between the
Client and the Company and controls compliance with terms and restrictions.
Equity – funds on the Client’s account decreased by the credit amount.
Trading operation – buying or selling of an instrument by the Client.
Trading account – special account opened by the Client in the Company, which keeps
record of obligations of both the Company and the Client arising out of transactions conducted
under this Agreement.
Trading platform – a set of software and hardware which provides information about
trading in the financial markets in the real time mode, enables trading transactions, records
mutual obligations of the Client and the Company and controls compliance with terms and
restrictions. In simplified form for the purpose of this Agreement, it consists of Server and
Client's terminal.
Force Majeure – events that cannot be foreseen and prevented. As a rule, these are:
natural disasters, wars, acts of terrorism, acts of government, legislative or executive
authorities, hacker attacks, and other unlawful acts against servers resulting in destabilization of
the market(s) where of 1 or several trading instruments are traded.
Public Offer Agreement
Next Capital Group LTD 2. Terms of work

2.1. Trading account operations are conducted in accordance
2.2. The Company provides calculation of interest on funds deposited in the trading
accounts and not used for trading in the amount and in the order specified in the trading
conditions on the Company's official website.
2.3. Non-trading operations within Client’s Profile targeted at gaining profit are banned.
3. Procedure of opening an account
3.1. A client of Next Capital Group LTD can be a natural person of full legal age or
a juridical person.
3.2. The Client has the right to register only one Client’s Profile.
3.3. The Client receives an electronic access to account management when registering
the Client’s Profile.
3.4. Deposit and withdrawal operations are executed in the currency stipulated for this
type of trading account through appropriate interface of the Client's Profile
3.5. The Client fills in a registration form to create his/her profile in the Client's Cabinet
and opens an account with the Company in the Client's Cabinet which is freely available on
the Company's official website.
4. Settlement procedure
4.1. The Client has the right to withdraw unobligated funds which are not encumbered
with deposit obligations.
4.2. Money transfers are made within 1-3 banking days.
4.3. Money transfer can be deferred by the Company for the period of 14 working days
in exceptional cases requiring verification of compliance of trading and non-trading operations
conducted by the Client with the terms and conditions
and this Agreement. If such situation occurs,
Company shall immediately notify Client via mail in the terminal or by e-mail specified in the
Client’s Profile. The Client has the right to request the status of the verification process only by
contacting Security Office by e-mail at: [email protected]
Public Offer Agreement
Next Capital Group LTD
4.4. The Client’s payment instruction received, the amount to withdraw is deducted
from the Client’s account balance at the moment of receiving the payment instruction.

4.5. In case of return of funds, the Client pays transfer fees
Charges and Fees
The Company shall be entitled to receive the fee from the Client regarding the Service(s),
provided by the Company. Accepting the Agreement herein, the Client shall agree that he or she
shall be obliged to compensate the fee to the Company for bank transfer in the amount not more
than 120 Euro for every transaction for one bank account or for every credit/debit card in case of
bank transfer by the Company in favour of the Client (hereinafter referred to as the “Transfer
fee”).
The Client shall authorize the Company to withdraw the fee for transfer from the Client’s Account.
In case if none of the Operations (hereinafter referred to as “Inactive Account”) are fulfilled on the
trade platform of the Company by the Client for 90 (ninety) calendar days in a row, the Company
shall be entitled to apply the service fee for Inactive Account in the amount of 50 Euro to unused
balance of the Client’s account. Such annual fee shall be not more than the total balance of the
Client’s Account.
4.6. The Client has the right to give instructions exclusively of commercial nature, as well
as withdrawal-related instructions.
4.7. The Client gives all instructions related to crediting or withdrawing of funds from the
account through Client's Profile
4.8. The Company corrects balances in the accounts with a fixed negative value in
the “Balance” column in the trading terminal on the 1st of each month. Correction (setting
to zero) of trading accounts shall be applied solely to those accounts in which no trades
are conducted at the moment of correction, i.e. no active open trading positions are
present (pending orders will not be considered). Bonus funds are deducted from the
“Credit” column with the comment “bonus_out (negative balance)”. At the same time,
funds in the amount equal to the negative balance value are put into the account with the
comment “Zero Balance Correction”.
5. Deposit/Withdrawal
5.1. The Client can withdraw funds from his/her account to any payment system
which is accessible in the Client’s Profile.
5.1.1. If funds withdrawal is made via electronic payment systems, the withdrawal is
possible only to the same system and with the same payment details within the system that
were used to top up a trading account, and in same currency in which the deposit was made.
If the account was deposited by different ways, in various currencies and with different
payment details, withdrawals should be made proportionally.
5.1.2. If the Client’s payment details within the payment system are changed for some
reason, the Client shall notify the Company by sending an email to the financial department

with a scanned document proving the Client’s identity attached. Otherwise, the Company
reserves the right to refuse funds withdrawal by use of new payment details.
5.1.3. Funds withdrawal is carried out within the period set individually for each payment
system, from 1 to 3 working days. However, in some cases these terms can be extended up
to 14 working days, except the cases specified in the item 8.10. of this Agreement.
5.2. Deposit of Client’s funds can be made by any methods available on the Company’s site.
5.2.1. The Client acknowledges that in case of software failure there can be delays in
depositing funds in his trading account.
Public Offer Agreement
Next Capital Group LTD
5.2.2. The Company undertakes to deposit funds in the Client’s trading account in case of
any software failure resulting in delay in automated deposit provided that the Company was
informed about the delay by the Client.
5.3. The Company doesn’t charge any deposit or withdrawal fees from Clients’ trading
accounts.
5.4. The Client understands and accepts the fact that his/her money withdrawal request
may be declined and money will be retransferred to the Client’s account if the Client did not
provide necessary identification information (copy of ID document, bank card or any other
documents required by the Company based on the AML policy) upon the Company’s request
via Client’s Cabinet within 7 (seven) business days following the request.
6. Procedure for handling claims and disputes
6.1. Parties of this Agreement try to settle all disputes through negotiations and by way of
holding correspondence in accordance with procedures for claims.
6.2. Company accepts claims arising under this Agreement only in writing and not later
than three calendar days from the date (day) of a dispute.
6.3. The Client must write an e-mail and send it to the Security Office at
[email protected] without disclosing this information before the examination ends.
Claims submitted otherwise will not be considered.
6.4. Period of time for examining a claim from the Client is not more than 14 working days.
If a claim is justified, the dispute is settled only with the help of compensatory payment,
transferred to the Client's trading account. If the Client had intention to commit an action but

did not commit it for some reason, the Company shall not reimburse for the losses resulted
from such omission and shall not compensate for moral damages.
In case of a positive decision on a dispute the Company makes compensation payment to the
trading account of the Client within one working day from the moment of a positive decision on
a dispute.
In case of a conflict situation, which is not described in this Agreement, the Company makes
final decision on the basis of generally accepted market practice and ideas of a fair settlement
of a dispute.
6.5. The Client's claim shall contain the following information:
a) Full name;
b) Client’s e-mail;
c) Dispute date and time;
d) Substance of the claim without excessive emotions. Claims submitted otherwise will not be
considered.
Public Offer Agreement
Next Capital Group LTD
6.6. The Company is entitled to refuse examination of a claim if:
– A claim doesn’t meet the items 6.2, 6.3, 6.5.;
– A claim contains obscene words and/or insults concerning the company or its employees;
– A claim contains threats against the Company or its employees;
– The Client uses the threat to blacken the Company’s reputation in social networks and other
internet resources as an argument.
6.7. In case of disputes about the state of the Client’s account, all parties examine the
Protocols of the Client’s operations by use of the Company’s server log files.
6.8. The Company has the right to cancel the transaction result if the transaction was
executed by using the funds obtained as a result of violation of the terms specified in the
Company’s agreements, including this one, accepted by the Client.
6.9. In case of a conflict situation, which is not described in this Agreement, the
Company makes final decision on the basis of generally accepted market practice and ideas
of a fair settlement of a dispute.
7. Client identification

7.1. The Company has the right to require the Client to confirm his/her registration
information specified when opening a trading account. To do so, the Company may ask the
Client at its own discretion and at any time to provide a notarized electronic copy of his/her
identification document, bank statement or public utilities bill as a proof of residence. In
particular cases, the Company may ask the Client to provide a photo of him/her holding his/her
ID near his/her face. The detailed client identification requirements are set out in the “AML
policies” section on the Company’s official site.
7.2. If the Client hasn’t received the request for scanned copies of documents, the
account verification procedure is not obligatory, but the Client can send voluntarily a copy of the
passport or another document confirming his/her identity to the Company’s client department,
ensuring account verification. There should be taken into account such situations as funds
deposits/withdrawals by bank transfer, which requires full profile verification according to the
banks operation specificity.
7.3. If any Client’s registration data (full name, address or phone number) have been
changed, the Client is obliged to notify immediately the Company’s client support department
of these changes asking to modify these data or to make changes without assistance in the
Client’s Profile.
7.4. The Client is responsible for authenticity of the documents (their copies) and
recognizes the right of the Company to contact the appropriate authorities of the country of
the documents issuer to validate their authenticity.
Public Offer Agreement
Next Capital Group LTD
8. Authorities and responsibilities of the Company and the Client
8.1. The Client has the right to:
– conduct trading operations on the trading account, opened by the Client strictly in
accordance with this agreement
– receive all correspondence and documentation related to the trading account through the
interface of the Client's Profile, internal mail of the trading platform or otherwise as
indicated in the Client's Profile.
– receive all correspondence and documentation related to the trading account through the
interface of the Client's Profile, internal mail of the trading platform or otherwise as

indicated in the Client's Profile;
8.2. The Client acknowledges that any market recommendations and information
submitted to the Client by the Company or by any person in the Company, do not represent
a proposal to conduct a transaction.
8.3. The Client is informed and agrees that the Company is not liable for acts or
omissions of the Client to conduct operations on his/her own trading accounts.
8.4. The Client confirms that he or she is solely responsible for the state of his/her
trading account sand personal profile.
8.5. The Client undertakes to guarantee protection to the Company against various
liabilities, costs, claims, damages that may arise directly or indirectly due to Client's failure to
comply with obligations under this Agreement
8.6. The Client acknowledges that he/she is obliged to provide copies of documents as
requested by the Company which confirm data that he/she provided during registration, and
he/she must ensure that all information provided by the Client to the Company is true,
correct and complete; the Client must inform the Company of all changes immediately.
8.7. The Client:
– assures that he/she is fully responsible for confidentiality and use of his/her user name and
password;
– agrees to bear responsibility for all actions including transactions executed in the financial
markets;
– guarantees safety of his/her accounting data and passwords. In case of loss or transfer of
these data to third parties full responsibility rests with the Client.
Public Offer Agreement
Next Capital Group LTD
8.8. The Client agrees that the Company or any third party, involved in providing
services to the Client, is not responsible for any phone line or Internet failures, or any
incidents and circumstances, which don’t depend on the Company.
8.9. The Client acknowledges that according to AML Policy the Company has the
right to require the details of the Client’s bank account opened in the name of the Client,
imposing restrictions on funds withdrawals only by bank transfer by use of the specified
bank account details. If the Client refuses to provide these details, the Company reserves

the right to block all the account operations until the specified information is provided.
8.10 The Client agrees that if the Company has reason to believe that the Client’s
trading account is used for money laundering or the account holder conceals information or
provides wittingly false registration data, as well as if there is a reason to believe that trading
operations on the Client’s trading account have been executed by violating this Agreement, the
Company reserves the right to suspend all operations on Client’s trading account to carry out
necessary checks (check of registration data, client identification, verification of the history of
account deposits, etc.) until all the circumstances are clarified.
8.11. The Company:
– is not a provider of communication services and is not liable for non-fulfillment of
obligations due to failure in communication channels;
– will not compensate Clients for moral damages.
8.12.The Company, at its own discretion, can provide information, guidance and
advice to the Client, however in this case the Company will not be liable for the
consequences and benefits arising from recommendations and advice to the Client. The
Client acknowledges that in the absence of fraud, will full default or flagrant negligent
performance the Company shall not be liable for any losses, costs, expenses which the
Client may suffer due to inaccurate information provided to the Client, including but not
limited to information about trading operations of the Client.
8.13. The Company is not liable to the Client for any damages, losses, lost profit, lost
opportunities, costs (arising from possible movements in the market), in accordance with
the terms of this Agreement unless otherwise specified in the “Agreement on Quoting
System and Transactions Procedure”.
8.14. The Company reserves the right to change or modify this Agreement, notifying
the Client by the internal mail of the trading platform within 7 calendar days before the
amendments come into force.
8.15. The Company assures that the data provided by the Client in the registration
form are strictly confidential.
Public Offer Agreement
Next Capital Group LTD
9. Notification of Client's risk.

9.1. Risk of losses when trading at the financial markets can be quite significant. The
Client must carefully examine his/her financial capacity with respect to such trading
operations.
9.2. The Client can lose his/her initial funds in full, as well as any additional funds
deposited to enhance or control positions in the market in accordance with this Agreement.
9.3. Restrictive orders, such as “stop-loss” are not always effective to limit losses of
the Client within pre-planned amount, since market conditions can make execution of such
orders impossible.
9.4. The Client must understand that the Company is not liable for losses, directly or
indirectly caused by restrictions imposed by the government, currency or market regulations,
suspension of trading, war or other conditions, normally called “force majeure” and which are
beyond the control of the Company.
9.5. The Company has ample grounds to determine boundaries of force-majeure
circumstances. The Company duly takes appropriate steps to inform Clients of force-majeure.
9.6. Algorithm of trading transactions is determined directly by the developer of the
softwareused by the Company.
9.7. This brief notification of Client's risk does not cover all risks which can occur
during conversion arbitrage operations at Forex market and other financial markets.
10. Termination of the Agreement
10.1. This Agreement is an electronic document and doesn’t require signing. It comes
into effect right after acceptance.
10.2. This Agreement will be terminated in case of:
– full withdrawal of the funds from the Client’s trading account, which puts the end to the relations
regulated by this Agreement
– violation of the terms described in this Agreement by the Client,
10.3. Company has the right to terminate this Agreement unilaterally informing the
Client about the termination. The termination of the Agreement doesn’t cancel the Company’s
and the Client’s engagements which have already arisen in accordance with this Agreement
including in respect
of open positions or funds withdrawal/deposit operations in the Client’s trading account.
Public Offer Agreement

Next Capital Group LTD
10.4. If the Company terminates the activity regulated by this Agreement:
– The Company notifies the Client of it one month before such termination;
– The Company pays out the Client’s funds available in the trading account at the moment of
termination.
10.5. In case of the Client’s death:
– The right to withdraw funds from the Client’s trading account is transferred to heirs in due
order or to heirs by will;
– The right to use the Client’s trading account and the right to execute transactions on the
financial markets are not inherited.
10.6. The Client agrees that the Company reserves the right to deny or restrict the
Client’s access to the Company Services notifying him/her beforehand. In this case, this
Agreement will be cancelled from the moment of termination of service providing to the Client.
*** This Agreement is an electronic document and doesn’t require signing. It comes into effect
right after
acceptance.