1.1. This Client Agreement (the "Agreement") is entered into between Finco Group (the "Company", "we", "us", "our"), an International Business Company incorporated under the Licensed International Business Company Act, Chapter 1 of the Laws of the Kuna de Wargandi Territory, Republic of Panama, with Company Number 0005-IBC-2026, having its registered office at Corner of Calle 50 & Calle Elvira Méndez, 35th Floor, Tower Financial Center, Panama City, Panama, and any natural or legal person who opens an account with the Company (the "Client", "you", "your").
1.2. The Company is authorised and regulated by the Kuna de Wargandi International Services Authority ("KUNAISA") under Licence No. FX0042026 to provide brokerage services in cash-settled Contracts for Difference (CFDs), Futures Contracts, and DeFi-referenced derivatives (together, the "Products"). The Company operates the trading brand "Viriora" and the website(s) viriora.com (the "Website").
1.3. Scope of licence. The Company is licensed to offer the Products described in clause 1.2 on a derivatives basis only. The Company does not offer a virtual-asset exchange, a custodial wallet service, or any crypto investment, lending or staking product to Clients, and any reference to "crypto" as a tradeable instrument means a cash-settled CFD or DeFi-referenced derivative referencing a crypto-asset price. The Company may, however, accept cryptocurrency as a method of funding a Client's trading account, and pay withdrawals in cryptocurrency, in which case crypto-assets are received, held and returned in accordance with clause 9 and the Regulations for Non-Trading Operations. [Confirm with KUNAISA that accepting and holding Client cryptocurrency as a funding method falls within the scope of Licence No. FX0042026; alternatively, route crypto funding through a licensed third-party virtual-asset / payment provider so that the Company itself does not act as custodian.]
1.4. The following documents form an integral part of this Agreement and should be read together with it (collectively, the "Terms of Business"):
the Risk Disclosure Statement;
the Regulations for Non-Trading Operations;
the Refund Policy;
the Privacy Policy;
the AML & KYC Policy;
the Order Execution and Conflicts of Interest provisions set out in this Agreement;
the Bonus Terms and Conditions (only where the Client elects to participate in a promotion); and
any other document expressly stated on the Website to form part of the Terms of Business.
1.5. By registering for an account, ticking the acceptance box, funding an account, or placing an order, the Client confirms that they have read, understood and agree to be bound by the Terms of Business. If the Client does not agree, they must not use the Company's services.
1.6. The Terms of Business are provided in English. Where a translation is provided for convenience and there is any conflict, the English version prevails.
2.1. To open an account the Client must be at least 18 years old (or the age of majority in their jurisdiction, if higher), have full legal capacity, and not be a resident, citizen or tax resident of, or located in, a Restricted Jurisdiction.
2.2. "Restricted Jurisdiction" means the United States, Canada, Japan, Australia, New Zealand, any jurisdiction subject to comprehensive United Nations, [OFAC/US], European Union or other applicable sanctions, any jurisdiction identified by the FATF as high-risk or subject to a call for action, and any other jurisdiction the Company designates from time to time on the Website [CONFIRM / AMEND LIST].
2.3. It is the Client's responsibility to ensure that their use of the services is lawful in their jurisdiction. The Company does not represent that the services are appropriate or available in every location.
2.4. The Company may refuse to open an account or provide services to any person at its discretion, subject to applicable law.
3.1. The Company classifies Clients as either Retail Clients or Professional Clients. Unless the Client is notified in writing that they have been categorised as a Professional Client, the Client is treated as a Retail Client and receives the highest level of protection available under this Agreement, including negative balance protection (clause 9.7).
3.2. A Client may request to be treated as a Professional Client. The Company will grant Professional status only where the Client meets the eligibility criteria set out on the Website [DEFINE PRO CRITERIA — e.g. portfolio/turnover/experience tests] and acknowledges in writing the protections that may be lost as a result. The Company may decline any such request.
3.3. The Company will notify the Client of their classification and of their right to request a different categorisation. Requesting a change does not oblige the Company to agree to it.
4.1. Subject to the Client's compliance with the Terms of Business, the Company provides the Client with access to an online trading platform and related services to enter into transactions in the Products offered from time to time (the "Services").
4.2. Execution-only. The Company provides its Services on an execution-only basis. The Company does not provide investment advice, portfolio management, or tax or legal advice, and nothing communicated by the Company should be construed as a personal recommendation. Any market commentary, analysis, education, news, or "signals" are general information only, do not account for the Client's circumstances, and are not a solicitation to transact. All trading decisions are the Client's own.
4.3. Dealing capacity. The Company deals with the Client as principal and not as agent on the Client's behalf [CONFIRM EXECUTION MODEL: (a) principal / market-maker (B-book); (b) agency / STP-ECN routing to third-party liquidity providers; or (c) hybrid — this clause and the Order Execution Policy (clause 6) will be aligned to the model actually operated]. The Client acts as principal and is fully responsible for their own transactions.
4.4. The Company is not obliged to monitor or advise the Client on the status of any position, to make margin calls, or to close out any open position on the Client's behalf, except as expressly stated in the Terms of Business or required by KUNAISA rules.
4.5. Instruments, contract specifications, trading hours, leverage, spreads, swaps and fees are published on the Website and in the client portal and may be amended in accordance with clause 18.
5.1. The Company acts on instructions transmitted through the client portal or trading platform using the Client's access credentials. Any instruction received through the Client's credentials is deemed to be given by the Client.
5.2. The Company may decline to accept any instruction where: (a) it is not in accordance with the Terms of Business; (b) accepting it may breach applicable law or KUNAISA rules; (c) markets are closed or trading in the relevant instrument is suspended; (d) the Client has insufficient margin; or (e) the Company reasonably suspects fraud, market abuse, or Abusive Trading (clause 7). The Company will not be liable for any loss arising from a properly-grounded refusal to act.
5.3. Once transmitted, an instruction may only be withdrawn or amended with the Company's agreement. The Client is responsible for the accuracy of all instructions.
6.1. The Company will take all reasonable steps to obtain the best possible result for Clients on a consistent basis, taking into account price, cost, speed, likelihood of execution and settlement, size, and nature of the order, in accordance with its Order Execution arrangements published on the Website.
6.2. Manifest Error. A "Manifest Error" means a quote, price or execution that is materially incorrect at the time given, having regard to the current market, and which the Company reasonably believes was, or the Client knew or ought reasonably to have known was, obviously erroneous (for example, arising from a data-feed failure, mistyped price, or evident mispricing). Where a transaction is based on a Manifest Error, the Company may, acting reasonably and in good faith, void the transaction or amend it to the price that would fairly have applied absent the error. The Company will notify the Client and, where a transaction is voided, return the associated funds.
6.3. Conflicts of interest. The Company, its affiliates or associated persons may have interests that conflict with the Client's, including where the Company acts as principal to a Client's transaction, or where an affiliate provides liquidity or other services. The Company maintains a conflicts-of-interest framework designed to identify, prevent and manage such conflicts fairly. Where a conflict cannot be managed with reasonable confidence, the Company will disclose it. The Company will not unfairly place its interests above the Client's.
7.1. The Client must use the Services in good faith and must not engage in "Abusive Trading", which means, without limitation: (a) trading on the basis of prices affected by a Manifest Error; (b) latency, arbitrage or feed-manipulation strategies designed to exploit delays or errors in pricing; (c) coordinated trading across multiple or linked accounts to circumvent limits, margin, or bonus terms; (d) use of any software, bot, or method intended to exploit a weakness or bug in the Company's systems; (e) market manipulation or trading based on unlawfully obtained information; or (f) money laundering or terrorist financing.
7.2. Where the Company has reasonable grounds to believe the Client has engaged in Abusive Trading, it may, acting proportionately and in good faith: (a) void or correct the affected transactions and recalculate the associated profit or loss to reflect the price that would fairly have applied; (b) suspend or restrict the affected account pending investigation; (c) recover from the Client any gain that is directly attributable to the Abusive Trading; and (d) in serious or repeated cases, terminate this Agreement. The Company will act only in respect of transactions connected to the abuse and will keep records of the basis for its decision, which it will make available to the Client on request.
7.3. The Company will not cancel legitimate profits derived from ordinary, good-faith trading.
8.1. The Client is responsible for keeping their access credentials confidential and secure. The Company is not liable for losses arising from unauthorised use of credentials except to the extent caused by the Company's own fraud, wilful default or gross negligence.
8.2. A Client may hold more than one account where permitted by the Company. Where a Client holds multiple accounts, or where accounts are found to be linked or controlled by the same person, the Company may treat them together for the purposes of margin, limits, bonus eligibility, and the Abusive Trading provisions.
9.1. Segregation. Client fiat funds are held in segregated client bank / payment accounts, and Client crypto-assets received as funding are held in segregated client crypto wallets, in each case separate from the Company's own funds and assets, with [BANK(S) / PAYMENT INSTITUTION(S) / CUSTODY OR WALLET PROVIDER(S)], in accordance with KUNAISA requirements and applicable law. Segregated wallets are operated by the Company or by a reputable third-party custody / payment provider [NAME PROVIDER], and Client balances are reconciled against them.
9.2. The Company does not use Client money for its own account except as permitted by the Terms of Business and applicable law.
9.3. The Company may hold Client money with an institution in or outside the Kuna de Wargandi Territory. The legal and regulatory regime applying to such an institution may differ from that of the Kuna de Wargandi Territory.
9.4. The Company does not pay interest on Client money unless expressly agreed in writing, and the Client waives any entitlement to interest to the extent permitted by law.
9.5. Deposits and withdrawals are governed by the Regulations for Non-Trading Operations.
9.6. Margin. The Client must maintain the required margin for open positions. If equity falls below the required maintenance margin, positions may be closed automatically ("stop-out") at the levels published on the Website. The Client is responsible for monitoring their margin.
9.7. Negative Balance Protection (Retail Clients). For Retail Clients, the Company will not seek to recover losses that exceed the total funds in the Client's trading account(s); if a Retail account goes negative in exceptional market conditions, the Company will reset the account to zero. Negative balance protection does not apply to Professional Clients unless expressly agreed, and does not apply where the negative balance results from the Client's fraud or Abusive Trading. [CONFIRM NBP SCOPE]
9.8. Crypto-asset deposits. Where the Company accepts cryptocurrency as a funding method, the Client may deposit only the crypto-assets and networks published in the client portal [LIST SUPPORTED ASSETS / NETWORKS — e.g. USDT, USDC, BTC, ETH]. Deposited crypto is credited to the trading account after the required number of network confirmations. Unless the Client holds a crypto-denominated account, deposited crypto is converted to the account's base currency (or to a supported stablecoin balance) at the rate and spread published at the time of processing; the resulting balance, not the underlying crypto-asset, is what is available for trading.
9.9. Nature of the balance. Crypto-assets are accepted solely to fund trading in the Company's Products. A credited balance is not a bank deposit, is not a claim to any specific crypto-asset or token, carries no deposit guarantee or investor-compensation scheme, and earns no interest. The Company does not provide custody, wallet, exchange, staking, lending or investment services in crypto-assets as a product.
9.10. Withdrawals in crypto. Crypto withdrawals are paid to a wallet controlled by the Client, subject to the AML & KYC Policy and, where feasible, verification of wallet ownership. The Client is solely responsible for providing a correct wallet address and network. On-chain transfers are irreversible, and the Company is not liable for assets sent to an incorrect but Client-supplied address or network.
9.11. On-chain risk and fees. The Client bears network / gas fees and any conversion spread, which are disclosed in the client portal. The Client accepts the risks of blockchain funding, including price volatility between sending and conversion, network congestion or failure, protocol changes or forks, and the irreversibility of on-chain transfers.
10.1. The Client agrees to pay the spreads, commissions, swaps/financing charges, and any other fees published on the Website and in the client portal, together with any taxes for which the Client is responsible.
10.2. The Company may vary spreads, swaps and dividend adjustments in line with market conditions without prior notice; other fees and charges will be varied in accordance with clause 18. Current fees are always available in the client portal.
10.3. Swap-free accounts. Where the Company offers swap-free (Islamic) accounts, they are provided on the terms published on the Website. The Company may withdraw swap-free status, or reverse swap benefits, where it reasonably determines the facility is being used for swap arbitrage or other abuse.
11.1. An account is "Inactive" if there has been no open position, order, or non-trading operation for 12 (twelve) consecutive months.
11.2. Where an account is Inactive and holds a positive balance, the Company may charge a monthly maintenance fee of [AMOUNT/CURRENCY] per month. [Per client instruction, this fee is not capped at the account balance.] The Client will be notified before the fee is first applied, and the fee will be disclosed in the client portal.
11.3. The Company will take reasonable steps to notify the Client before treating an account as Inactive and will reinstate an Inactive account on the Client's request, subject to re-verification.
12.1. The Client represents and warrants, on a continuing basis, that: (a) all information provided to the Company is true, complete and accurate, and the Client will notify the Company promptly of any change; (b) the Client has full legal capacity and authority to enter into this Agreement; (c) the Client acts as principal and, unless expressly agreed, not on behalf of any other person; (d) the funds used are the Client's own, are from a lawful source, and are not the proceeds of crime; (e) the Client is not a resident, citizen or located in a Restricted Jurisdiction, and is not a sanctioned person; (f) the Client's use of the Services complies with the laws of their jurisdiction, including tax obligations; and (g) the Client is not using, and will not use, any trading method targeting a weakness in the Company's systems.
12.2. The Client acknowledges that the Company is not their tax agent and that the Client is solely responsible for reporting and paying any taxes arising from their trading.
13.1. Nothing in the Terms of Business excludes or limits liability for fraud, wilful default, gross negligence, or any liability that cannot be excluded under applicable law.
13.2. Subject to clause 13.1, the Company is not liable for indirect, consequential or special losses, loss of profit, or loss of opportunity, and its aggregate liability is limited to [the amount of fees paid by the Client in the preceding 12 months / OTHER CAP TO CONFIRM].
13.3. The Company is not liable for losses arising from: (a) events outside its reasonable control (clause 14); (b) the acts or omissions of third parties such as banks, payment providers, liquidity providers or data feeds; (c) delays or failures in internet, hardware or software not attributable to the Company; or (d) the Client's own decisions or breach of the Terms of Business.
13.4. The Client will indemnify the Company against reasonable costs, claims, losses and expenses directly arising from the Client's breach of the Terms of Business, fraud, or Abusive Trading. This indemnity does not extend to losses caused by the Company's own fraud, wilful default or gross negligence.
14.1. A "Force Majeure Event" means any event beyond the Company's reasonable control, including acts of God, natural disaster, war, terrorism, civil unrest, government action or sanctions, epidemic, failure of power or communications, market suspension or closure, extreme volatility, or the failure of a liquidity provider, bank, or payment system.
14.2. On a Force Majeure Event, the Company may, acting reasonably and proportionately: increase margin requirements; close or suspend affected positions at fair prices; suspend or modify affected obligations; or take such other steps as are reasonably appropriate. The Company will not be liable for failure to perform obligations to the extent prevented by a Force Majeure Event, and will act to limit the impact on Clients so far as reasonably practicable.
15.1. Set-off. The Company may set off any amount the Client owes the Company against funds the Company holds in any account held by that same Client with the Company. The Company will not apply funds held for one Client against liabilities of a different person.
15.2. Events of Default include: failure to pay or maintain margin when due; breach of a material term; insolvency or bankruptcy of the Client; any representation being or becoming untrue in a material respect; or the Client's death or incapacity.
15.3. On an Event of Default, the Company may, acting reasonably: close out open positions at current prices; debit amounts owed; suspend or close accounts; and/or terminate this Agreement. Except where notice is impractical or would prejudice an investigation or legal requirement, the Company will give the Client notice of action taken.
16.1. Complaints should be submitted to support@viriora.com with the Client's name, account number, and a description of the issue. The Company will acknowledge a complaint within [5] business days and provide a final response within [X] business days.
16.2. If the Client is not satisfied with the Company's final response, the Client may escalate the matter to KUNAISA as the Company's regulator by filing a complaint through the KUNAISA complaints portal at https://kunaisa.com/file-complaint/.
16.3. The full complaints-handling procedure is published on the Website.
17.1. This Agreement and any non-contractual obligations arising from it are governed by the laws of the Kuna de Wargandi Territory, Republic of Panama, and the rules of KUNAISA.
17.2. The Client and the Company submit to the jurisdiction of the courts and/or dispute-resolution bodies of the Kuna de Wargandi Territory, Republic of Panama [CONFIRM FORUM / ANY ARBITRATION PROVISION], without prejudice to any mandatory consumer-protection rights the Client may have in their country of residence.
18.1. The Company may amend the Terms of Business by giving the Client no less than [7] calendar days' prior notice (via the client portal, email, or Website), except that: (a) changes to spreads, swaps and dividend adjustments may be made without prior notice in line with market conditions; and (b) changes required by law, regulation, or to address a Force Majeure Event or security risk may take effect immediately, with notice given as soon as practicable. Amendments take effect on the date stated in the notice. Continued use of the Services after that date constitutes acceptance.
18.2. The Client may terminate this Agreement at any time by written notice, provided all positions are closed and all amounts owed are settled.
18.3. The Company may suspend or terminate this Agreement: (a) on [30] days' notice for any reason; or (b) immediately where required by law or KUNAISA, on an Event of Default, on reasonable suspicion of fraud, money laundering or Abusive Trading, or to protect the Company or other Clients. Where the Company acts immediately, it will give reasons to the Client unless prevented by law or an ongoing investigation.
18.4. Termination does not affect accrued rights or obligations, open transactions (which will be closed or settled), or any provision intended to survive termination. On termination, the Client's remaining balance, after settlement of amounts owed, will be returned to the Client in accordance with the Regulations for Non-Trading Operations and the AML & KYC Policy.
19.1. Communications. The Company may communicate with the Client via the client portal, email, telephone, or notices on the Website. Notices are deemed received: if by email or portal, when sent/posted; if by post, [5] business days after posting. The Client must keep contact details up to date.
19.2. Recording. The Company may record communications with the Client and use such records as evidence.
19.3. Assignment. The Client may not assign their rights or obligations without the Company's written consent. The Company may assign or transfer its rights and obligations on notice to the Client, provided the assignee agrees to be bound by the Terms of Business and the Client's rights are not materially prejudiced.
19.4. Severability. If any provision is held unenforceable, the remainder continues in effect and the provision is replaced with a valid provision that most closely reflects the original intent.
19.5. No waiver. A failure or delay in exercising a right is not a waiver of it.
19.6. Entire agreement. The Terms of Business constitute the entire agreement between the Client and the Company in relation to the Services and supersede prior arrangements.
Finco Group · Licensed and regulated by the Kuna de Wargandi International Services Authority (KUNAISA), Licence No. FX0042026 · Registered office: Corner of Calle 50 & Calle Elvira Méndez, 35th Floor, Tower Financial Center, Panama City, Panama.