itrade global (cy) ltd, company introducer whereas...this introducer agreement (hereinafter referred...

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This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated and registered under the laws of Cyprus and with Registration Number HE 335424, having its registered office at 256 Makarios Avenue, 4 th Floor, Office D4, 3105, Limassol, Cyprus operating under the tradename “TradeFW” (hereinafter called the Company) on the one part, and the Individual and/or legal person who has completed the Application to become an Introducing Partner (hereinafter called the Introducer) on the other part, hereinafter collectively referred to as the “Parties” and each as the “Party”. WHEREAS: I. The Company, is an Investment Firm regulated by the Cyprus Securities and Exchange Commission with license number 298/16 and provides amongst other Forex and CFDs Investment Services with its domain www.TradeFW.com and wishes to enter into this Agreement with the Introducer. II. The Introducer is engaged in the business of soliciting Clients in respect of financial services transactions and agrees to act as a mediator between the Company and his/her clients for the purposes of carrying out all the necessary preparatory work for the conclusion of an agreement between the Company and clients. III. The Introducer acknowledges that he/she can enter into this Agreement and any services offered by the Introducer to its clients are offered because the Introducer is approved and/or licensed and/or qualified and/or registered or may act in some other capacity which authorizes the Introducer to undertake and provide to the Company the services under this Agreement. NOW IT IS HEREBY AGREED AS FOLLOWS: 1. Definitions and Interpretation In this Agreement (including any Appendices), except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below: Account” shall mean any trading account opened with the Company. Active client” shall mean a client who has perform at least the minimum required deposit, has been accepted by the company as a client and made a minimum of one completed transaction during the payment cycle. Agreementshall mean this Agreement including any appendices attached hereto. Ask” shall mean the higher price in the Quote being the price at which the Client may buy. Balance” shall mean the total financial result of all completed transactions and depositing/withdrawal operations on the trading account. Bid” shall mean the lower price in the Quote being the price at which the client may sell. Client” shall mean any person, whether an individual and/or a company who has been or is being introduced by the Introducer to the Company and with whom the Company enters into a Client Agreement. Company” shall include any Companies listed with the Company and operating under the tradename of the Company. Completed transaction” shall mean two counter deals of the same size (opening a position and closing a position), buy then sell and vice versa Effective Date” shall be the date upon which the Introducer agrees to the Terms and Conditions of the present Agreement during registration.

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Page 1: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated and registered under the laws of Cyprus and with Registration Number HE 335424, having its registered office at 256 Makarios Avenue, 4th Floor, Office D4, 3105, Limassol, Cyprus operating under the tradename “TradeFW” (hereinafter called the “Company”) on the one part, and the Individual and/or legal person who has completed the Application to become an Introducing Partner (hereinafter called the “Introducer”) on the other part, hereinafter collectively referred to as the “Parties” and each as the “Party”. WHEREAS:

I. The Company, is an Investment Firm regulated by the Cyprus Securities and Exchange Commission with license number 298/16 and provides amongst other Forex and CFDs Investment Services with its domain www.TradeFW.com and wishes

to enter into this Agreement with the Introducer.

II. The Introducer is engaged in the business of soliciting Clients in respect of financial services transactions and agrees to act as a mediator between the Company and his/her clients for the purposes of carrying out all the necessary preparatory work for the conclusion of an agreement between the Company and clients.

III. The Introducer acknowledges that he/she can enter into this Agreement and any services offered by the Introducer to its clients are offered because the Introducer is approved and/or licensed and/or qualified and/or registered or may act in some other capacity which authorizes the Introducer to undertake and provide to the Company the services under this Agreement.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1. Definitions and Interpretation

In this Agreement (including any Appendices), except to the extent that the context otherwise requires, the following terms shall have the meanings set forth below:

“Account” shall mean any trading account opened with the Company.

“Active client” shall mean a client who has perform at least the minimum required deposit, has been accepted by the company as a client and made a minimum of one completed transaction during the payment cycle.

“Agreement” shall mean this Agreement including any appendices attached hereto.

“Ask” shall mean the higher price in the Quote being the price at which the Client may buy.

“Balance” shall mean the total financial result of all completed transactions and depositing/withdrawal operations on the trading account.

“Bid” shall mean the lower price in the Quote being the price at which the client may sell.

“Client” shall mean any person, whether an individual and/or a company who has been or is being introduced by the Introducer to the Company and with whom the Company enters into a Client Agreement.

“Company” shall include any Companies listed with the Company and operating under the tradename of the Company.

“Completed transaction” shall mean two counter deals of the same size (opening a position and closing a position), buy then sell and vice versa

“Effective Date” shall be the date upon which the Introducer agrees to the Terms and Conditions of the present Agreement during registration.

Page 2: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

“Existing client” means:

a. A client who already had a trading account with the Company at the moment when the Introducer solicited the client for the first time, or

b. A client who has been introduced by the Introducer and has opened a trading account with the Company

“Force Majeure Event” shall have the meaning as set out in clause 12 herein.

“Products and Services” shall mean all and any trading financial instruments offered by the Company including but not limited to CFDs, Forex and any other instrument that the company may and is stated on the Company’s website(s).

“Intellectual Property Rights” shall mean patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, website content, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights in any part of the world.

“Introducer” shall mean any independent person, whether an individual and/or a company, acting in the course of business and engaged in introducing prospective clients to the Company for transactions in its products and services, after obtaining relevant authorization and/or being registered and/or licensed and or qualified or may act in some other capacity which authorizes the Introducer to undertake and provide to the Company the services under this Agreement in its jurisdiction in order to do so, as applicable and after relevant supervision of the Company. “Operative Agreements” shall mean the agreements entered into by the Client and the Company that govern all trading activity of the Client consisting of the Client Agreement, Policies and Terms and Conditions of Business and other Legal Documents, as these may be found in the Account Opening Agreements section of the websites’ abovementioned and may be amended from time to time by the Company.

“Payment Cycle” shall mean the period within which Introducer Compensation is accrued and payable.

“Promotional Material” shall mean promotional, advertising, communication and educational materials that relate to the Company, its products and services or relate to the introduction of a Prospective Client or Transaction in an existing client’s trading account and were provided to an Introducer for the purpose of the present Agreement or made by an Introducer based on prior Company’s consent. Promotional materials include, but is not limited to, published written texts, images, SMS, training materials, logos, banners, promo links, trade names, trademarks, including, without limitation any promotional marketing giveaways and/or similar material, audio and video material, computer-based material, websites, display panels and similar. “Spread” shall mean the difference between Ask and Bid. “Trading Account” shall mean the unique personified registration system of all Completed Transactions, Open Positions, Orders and deposit/withdrawal transactions in the Trading Platform.

“Transaction” shall mean any contract or transaction entered into or executed by the Client or on behalf of the Client arising under the Operative Agreements.

2. Effective Date and Liabilities of both Parties

This Agreement shall come into effect from the date of the registration of the Introducer, the acceptance of this Agreement and is conditions as well as the acceptance of the Introducer by the Company and shall remain valid for an indefinite period, unless terminated under the provisions of clause 8.

Page 3: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

2.1. In order for an Introducer to be considered as one, the Introducer must complete and submit the online application/questionnaire within the designated section on the Company’s website and accept the present Agreement and any other terms requested from time to time by the Company.

2.2. The Introducer represents his/her capacity to enter and be bound by the present Agreement and confirms he/she is qualified under any applicable regulatory requirements so as to give effect to the present Agreement. Any person acting on behalf of a Company warrants his/her authority and capacity to bind that company to this Agreement having the full rights, power and authority to do so.

2.3. The Introducer warrants that where applicable he/she shall comply with the applicable regulatory requirements and that the Introducer remains solely liable for being informed and updated on such updates.

2.4. The Company shall respond to the Introducer’s application and shall notify the Introducer of its acceptance or rejection. The Company retains the right and the Introducer accepts to provide the Company any KYC documentation and/or other documentation as this may be requested by the Company from time to time. To this effect the Introducer must provide proof of ownership of its website and means via which he/she shall provide its services to the Company as well as of its licensing, registrations, authorization and status of business.

2.5. The Introducer acknowledges his/her knowledge of the applicable Anti-Money laundering and combating of terrorist financial regulation and warrants to abide by them.

2.6. The Introducer acknowledges that the Company has a right to effectively supervise him/her in order to manage and/or exclude and/or mitigate any risks that might be associated with any issue(s) with regards to the execution of the Introducer’s services according to the present Agreement and assess whether the Introducer possesses the necessary expertise and resources to carry out its services effectively.

2.7. The Introducer acknowledges that any promotional material provided by the Company is the property of the Company and must not be used by the Introducer in any other manner deviating from the services emanating from the present Agreement whereas the Introducer must only use the promotional material provided by the Company. If the Introducer shall produce such material, he/she must provide it to the Company for prior written approval before use of such material. Upon approval of any promotional material, it shall automatically become property of the Company.

2.8. The Introducer shall bear all costs and expenses with regards to the provision of marketing, advertising and any other activities emanating from the present Agreement.

2.9. The Introducer acknowledges and undertakes its strict responsibility with regards to the provision of its services whereas the Introducer warrants that he/she shall bear sole responsibility for any unlawful, illegal acts and/or omissions for any breach of applicable legislation, third party rights or any act which may expose the Introducer to any legal action.

2.10. The Introducer acknowledges that the Company retains the right from time to time to monitor the website and/or logo and/or social media and/or any other site associated to or under the control of the Introducer in order to ensure that this Agreement does not result in the delegation of any responsibilities of the Company and ensure that:

Page 4: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

a. It is up-to-date and to notify the Introducer of any alterations;

b. The content abides to applicable requirements;

c. It does not breach IP rights;

d. It abides to the terms of the present Agreement

2.11. The Introducer further acknowledges that the Company can request access to any activities and/or files and/or material and/or data regarding the execution of the services contained herein and the Introducer shall provide such in a timely manner, not later than 24 hours from the request.

2.12. The Introducer warrants not to take any actions so as to encourage the clients, prospective or existing clients to entrust the Introducer with funds for management and/or to provide them with investment advisory services on behalf of the Company. The Introducer further undertakes not to provide any services beyond its capacity. To this effect, both Parties agree that the Company shall retain the right to monitor such actions and take all necessary steps to ensure that the Introducer does not engage in such practices whereas the Introducer acknowledges that he/she shall procure the Company with any data and/or documentation and/or access so as to monitor such activities.

2.13. The Introducer must take all necessary measures and actions in order to refrain from transmitting to, whether directly or indirectly, expose the Company to any computer and/or software virus.

2.14. The Introducer shall inform the Company of any information, act or any action which could potentially harm or impact the Company and/or its reputation in a negative manner.

3. Activities of the Introducer

3.1. The Introducer will act as a mediator between the Company and prospective Clients and acts as a facilitator for the conclusion of a business agreement between the Company and prospective Clients for transactions in Forex/ CFDs that will take place through the trading Platforms of the Company and/or its tradename. The Introducer shall act on the best of its ability and shall be obligated towards the Company for the following:

a. In case the Introducer owns or operates a website and wishes to include the Company’s services and subsequently the services offered through the “TradeFW Platform” and or any other platform of the Company, must include the following information and functions on its website:

Explanatory articles about the world’s financial markets and explanation of the Company’s trading rules.

Software distribution – TradeFw and/or any other Company available Platforms

Any other information, designation and volume that refers to the Company should first be approved by the Company in writing and then be included on its website.

Provide a link from its own website to: www.tradefw.com

Introducer may only use TradeFW logo with the written permission of the Company. In such a case the logo should indicate that it is the property of the Company.

Page 5: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

The Introducer must not register any domain name in any Country that will include and/or resemble and/or contain the name of the Company and/or its tradename(s) without obtaining the Company’s prior written permission.

The Introducer shall not recreate the website(s) or any resemblance of the Company’s website(s) and/or tradename(s).

b. Introduce to its clients, natural persons or legal entities, the execution service provided by the Company through its Platforms in relation to the products and services provided by the Company.

c. Fairly and accurately describe the Company’s business and the services available from the Company through TradeFW and/or any other Platforms of the Company to its clients.

d. Comply with any business-related instructions or directions given by the Company and/or regulation in relation to its offered products and Services.

e. The Introducer should regularly check the Company’s website(s) and be informed with all Legal Documents and the Terms and Conditions of trading or any other disclosures and/or risk disclosures issued by the Company from time to time and become available at the website www.TradeFW.com and/or any other website that the Company may introduce.

f. Keep accurate written records of all its clients’ contacts and meetings, and make the same available to the Company for inspection at the Company’s place of business and provide the Company with any copies and or other information upon the Company’s request in a timely manner, not later than 24 hours following the request. Keep all information he/she receives about the Company’s business, including the identity of its clients and their transactions with the Company,

confidential except where disclosure is required by this Agreement.

g. Assist the client to open an account with the Company and gather all necessary documents and forward them to the Company for approval according to the applicable internal policies and procedures of the Company.

h. Each client introduced to the Company by the Introducer must be eligible to become a client and must open an account with the Company by:

a. Completing the Company’s online application form and other requested questionnaires

b. Sending the requested documents for the verification of the client’s identity and address or corporate document in case the client is a legal entity;

c. Provide any documentation as this may be requested by the Company.

d. Provide any information and documentation requested for verification of the source of funds

i. The Company reserves the right whether to approve or reject any client introduced by the Introducer in the case where the said client already has a trading account with the Company more than five business days before the client is introduced by the Introducer and/or the client is an active client with the company.

j. The Company has the right to reject any potential Client who does not meet the

criteria detailed in the Company’s internal compliance procedures and the Introducer hereby agrees that all new account applications must be approved by the Company before trading is allowed to commence.

k. Translate documents where needed and explain to his/her clients the services and products offered by the Company.

l. Provide prompt, effective and accurate updates to the Company of any changes made in its client’s details thereon as soon as practicable so as not to affect the

Page 6: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

provision of services to the said client(s).

m. Perform introducer services and other obligations hereunder at its own cost and risk.

n. Assist the clients in using the Company’s trading platform(s) and website(s).

o. Act in good faith and not make any false and/or misleading representation or statements with regards to the Company and its operations whereas the Introducer shall refrain from taking any actions which may adversely affect the reputation/image/status of the Company.

p. Not to engage in any unlawful activities or place any inappropriate, unlawful, threatening, obscene, pornography, racially, ethically or otherwise discriminatory material or breach of any third-party rights or violate any intellectual property rights of any third party or illustrate any defamatory, harassing, deceitful or untruthful comments about the Company.

q. Not to provide any software downloads which can potentially affect any commission(s) as may be entitled to by the Company.

r. Not to introduce to the Company clients from jurisdiction(s) to which the Company does not offer its services to. In case this happens, the Introducer acknowledges that he/she shall not be entitled to compensation regarding such client(s).

s. The Introducer should not accept and keep any client’s moneys at any case in relation to the services offered by the Company and its platforms. However, he may assist the client in funding its account through the website(s) of the Company and by depositing funds to the accounts owned by iTrade Global (CY) Ltd only.

t. Advise its clients on purely technical and educational matters and not in any investment and/or financial matter. Any advice in any investment and/or financial matter given to any such client is the whole responsibility of the Introducer, which may be governed by the introducer’s authorisation and an Agreement between the introducer and its clients, for which the Company can accept no responsibility.

3.1. In case the Introducer is a legal entity, the Introducer affirms that:

a. Its employees and/or representatives shall execute their duties in accordance with the highest industry standards and will comply with all provisions and requirements of this Agreement and the Laws and Regulations applied for the services offered including the Laws for the Protection of Personal Data/ General Data Protection Regulation (GDPR) and any of its amendments and or additions;

b. Its employees and representatives who shall be from time to time engaged in the work needed for the products and services provided herewith, will be aware of and agree to comply with the obligations set forth in this Agreement and the Laws and Regulations for the products and services offered including for Protection of Personal Data / General Data Protection Regulation and any of its amendments and or additions;

c. The Introducer assures that it will show the necessary skill, interest, and high level of professionalism so as to satisfactorily fulfil its obligations arising under the Agreement. It is understood that the Introducer shall undertake all necessary steps so as the Confidentiality obligations arising under this Agreement, to be extended to all employees, agents and/or representatives of the Introducer.

4. Removal/Transfer of Clients

Page 7: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

4.1. When a client communicates to the Company that he/she wishes to be removed and/or be transferred and/or unlinked from the Introducer, the Company shall from the date of the communication, cease the payment of any compensation and the Introducer shall have no further rights with regards to the said client(s). The Company will have no liability for any consequences arising from the transfer and/or removal of any client(s) and/or transfer to another Introducer.

4.2. The Company reserves the right to take any action it deems fit and proper in its sole and absolute discretion, including but not limited to the annulment of any compensation and/or termination of this Agreement in case there is an indication or suspicion of fraud, abuse, manipulation or deceitful or fraudulent activity relating to the removal and/or transfer of Client(s) between Introducers.

5. Compensation

5.1. The Introducer shall be entitled to a payment from the Company according to Appendix A, which will be sent and signed separately by the introducer and upon

acceptance and agreement by both Parties form an integral part of this Agreement.

5.2. It is agreed by both parties that the payment by the Company to the Introducer as per Appendix A, will be reviewed quarterly by the Parties with mutual consent on how it will be formed. It is agreed and understood by both parties that the Company will have the absolute right, after giving to the Introducer one month’s notice to change the payment described in Appendix A upon the acceptance of the Introducer , before the quarterly revision of such by the Parties, for reasons concerning the market and/or changes on the Company’s pricing policy in general and/or changes on the Company’s remuneration policies and procedures and/or changes in regulation and Laws.

5.3. The Company may at its own discretion quote wider spreads or charge clients introduced by the Introducer, additional commissions or mark-ups and may pay a portion of these amounts to the Introducer as per the Agreement and the Appendix A that will be accepted by the Introducer. The Introducer agrees that the Company will determine, in its sole discretion, the maximum commission or mark-up allowable to each transaction.

5.4. The Company has the right not to pay the Introducer the compensation as per Appendix A and/or annul any accrued payment and/or amend the terms of Appendix A and/or the terms of this Agreement and/or terminate the Agreement and/or close any accounts with immediate effect if:

a. The Company has reasonable doubts that accounts are opened and closed

just for the benefit of earning compensation for the Introducer; or b. Abuse or market abuse manipulation may have taken place; or c. The Introducer is found in breach of any term of this Agreement or the Law. d. The introducer has been terminated by the Company.

5.5. It is understood by both Parties and agreed by the Introducer that the Introducer is not entitled to any compensation from trading on his/her own personal Trading Account.

5.6. The Company will treat all its clients equally, whether these clients are introduced by the Introducer or not, thus by entering into this Agreement the Introducer’s clients will not be overcharged and any fees or charges paid by the Introducer’s clients to the Company will be the same as those paid by all other Company’s clients.

5.7. The Introducer’s fee will be exclusively paid by the Company and will not be added to the Client’s fees or charges owed by the Client to the Company.

Page 8: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

5.8. The Company will not be responsible for any costs and/or expenses the Introducer may incur by the implementation of the present Agreement.

5.9. The Introducer will be solely responsible for the payment of any taxes and/or charges and/or duties paid arising from the course of its business. 6. Limitations of Liability and Indemnity 6.1. The Company will have no liability to the Introducer as a result of the present Agreement in contact, negligence, strict liability, tort or other legal or equity principles and under no circumstance shall such liability exceed the total commission fees paid to the Introducer pursuant to this Agreement.

6.2. The Company shall not be liable for any consequences arising as a result of any interruptions and/or malfunctions to its website’s operation.

6.3. The Company will have no liability to the Introducer or to its clients for any advice, decision or recommendation given or made by the Introducer to its clients and the Introducer will indemnify the Company for any loss or liability, costs, claims, demands and expenses in any nature arising from any such advice, recommendation or decision or from any delay, default or negligent act and/or omission by the Introducer in relation to any customer services he provides to clients. The Introducer undertakes to indemnify the Company from and against any claims, judgments, settlements, expenses ,damages, costs, penalties with regards to its clients including account deficits, loss or losses and expenses that it may suffer as a result of an act and/or omission of the Introducer insofar such act and/or omission in in breach of the present Agreement.

6.4. The Company will not be liable to the Introducer for any direct or indirect losses, loss of profits, loss of opportunity, costs, expenses, penalties or damages the Introducer may suffer as a result of this Agreement.

6.5. The Introducer will not advertise or circulate to its clients or any other person, written and/or any other information concerning the Company and/or its brand (s) without the Company’s prior written approval and the Introducer will be responsible for any cost of such pre-approved advertising and/or marketing material.

6.6. By opening an account with the Company, the Introducer’s clients become also the Company’s Client.

6.7. Any exchange of money regarding a client’s account will be made directly from the Company to the client or from the client to the Company’s designated accounts.

6.8. The Company and the Introducer acknowledge that this Agreement confers no exclusive right upon either party to the services of the other party. Neither party shall be precluded by this Agreement from entering into the same or similar agreements with other parties.

6.9. This Agreement is personal to the Introducer and may not be assigned, transferred, or used as a security. In case where the Introducer is a company any change in the Ultimate Beneficial Owner/ Shareholders and/or Directors of the Company has to be notified to the Company in a timely manner prior to such alteration and the approval of the Company to be provided in order for the present Agreement to stay in force. The Company reserves the right to immediately terminate the Agreement in case that any change was not communicated or not approved.

Page 9: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

6.10. The Introducer shall not act as an agent or Appointed Representative of the Company or hold himself out as having any authority to do so or give or accept any commitment guarantee of obligation for or on behalf of the Company. 6.11. The Introducer shall not give any advice or make any recommendation on behalf of the Company and/or its tradename. 7. Written notice

7.1. The Parties acknowledge that any written notice, unless specified otherwise herein, shall be made or given by any of the following means during working hours and on business days:

a. Email; b. Published on the Company’s website

7.2. The Introducer warrants that any information provided to the Company shall be true, correct and accurate and the Company reserves the right to confirm such information. Refusal of the Introducer to confirm and/or reply to the Company with regards to any incorrect fata provided the Company may terminate and/or suspend the present Agreement.

8. Termination

8.1. The Company reserves the right at its absolute discretion to terminate this Agreement with immediate effect where this is in the interest of its Clients and/or where there is suspicion of fraud, deceit, manipulation or other forms of fraudulent trading and/or techniques in breach of the Law or this Agreement. The Company warrants that it shall not be liable to the Introducer for any benefits, commissions or monetary compensations emanating from such actions and the Company shall take appropriate measures against the Introducer and inform its clients of such termination.

8.2. This Agreement may be terminated:

a. By either party giving to the other party 14 days written notice to that effect. b. At any time by the Company without giving any written notice to the Introducer, in

case of one of the following events:

i. The Introducer ceases, for any reason, to act in good faith and be responsible towards the Company as set in clauses 3(1) to 3(2) above and in the Company’s, opinion becomes incapable to provide such services.

ii. Any liquidation, insolvency, receivership or any other process of such effect in any jurisdiction, of or in relation to the Introducer or its assets or the Introducer ceases to pay debts in the ordinary course of business;

iii. The Introducer being in breach of any of the terms, conditions or warranties of this agreement or the Law.

8.3. It is understood by both parties that such termination shall be without prejudice to any outstanding or accrued obligations of the parties until the day of termination.

8.4. In the event of termination occurring, for any reason, the Company’s dealings with the Introducer cease and the Introducer will promptly return to the Company all documents, equipment, material, brochures, call reports and any other promotional and/or

Page 10: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

marketing material in its possession relating to the Introducer’s Services and the its clients and shall withdraw shall material upon termination of the present Agreement. It is also understood and accepted by both Parties that the Introducer’s confidentiality shall survive any termination and the Introducer shall retain such records/books/data for a period of five years and/or for such period as per the applicable Legislation and make such information available to the Company immediately upon request

8.5. All conditions of the present Agreement are essential and any breach of any of these conditions from whatever party, gives right to the innocent party to terminate the present Agreement without notice and to claim from the culpable party compensation for any damages that will be suffered due to such breach, as well as expenses and interest. 9. Amendment The Introducer acknowledges that the Company has the right to unilaterally amend the present Agreement, addendum and/or appendices at any times and at their sole discretion, giving the Introducer at least three (3) business says written notice and the Introducer must reply by giving a notice in writing to the Company. 10. Personal Data

10.1. The Company and the Introducer acknowledge that the relationship created between them by this Agreement or between the Company and any officer or employee of the Introducer is not as employer and employee, agents, partners, or joint ventures. The Introducer agrees that he is not authorized to enter into any agreement or obligation for on behalf of the Company and/or TradeFW platforms products and services.

10.2. During the execution of this Agreement, the Introducer may receive Confidential and Personal information for the clients’ activities and/or identities. The Introducer shall not disclose such information gathered without the Company’s written consent.

10.3. It is agreed by both Parties that the Company shall have the right for compliance purposes to maintain registries and/or records with the Introducer, clients and the activities carried out pursuant to this Agreement and the Introducer is responsible to provide such records and/or reports to the Company on a monthly basis and/or as this may be agreed between the Parties from time to time.

10.4. The Company may process, use, store or otherwise process personal information provided by the Introducer and the Introducer consents to the transmittal of the Introducer’s personal data (and/or have obtained consent from individuals working on the Introducer’s behalf) outside the European Economic Area.

10.5. The Introducer agrees that the Company may pass information about the Introducer to third parties in order to assist the Company with its operations and/or for marketing and/or research purposes. If the Introducer does not consent then the Introducer must notify the Company with a written notice.

10.6. The Introducer hereby expressly consents that any telephone communication between the Company and the Introducer shall be recorded and/or monitored and/or processed. Any instructions received by telephone will be binding as if received in writing. The Introducer further agrees that the Company may deliver copies of transcripts of such recordings in case such request is made by the Authorities, Courts regulatory or government authority. The Company shall maintain records for a period of five year and/or as long as it is prescribed under the applicable Legislation. 11. Confidentiality

Page 11: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

11.1. All information arising as a result of the present Agreement including among others confidential, technical, financial, client information disclosed by the Company and/or acquired by the Introducer is the sole property of the Company. Confidential information is information not already in the public domain and may only be disclosed in the following circumstances:

a. Where required by the law or if requested by regulatory authority b. For the investigation or prevention of fraud or other illegal activity c. In the public interest to disclose such information

11.2. Both parties mutually confirm that they have sound mechanisms and controls to guarantee the security and authentication of the means of transfer of such information and minimise any risk of data corruption and/or unauthorised access in order to prevent leakage of such information at all times. For more information and the rights granted please see the Privacy Policy of the Company on its website. 11.3. Whatever warning or notification or letter based on the present Agreement shall be given in writing sent by a registered post letter, by a personal delivery, fax or email to the receiver to the last known address and/or fax and/or email and shall deemed to be received normally, 48 hours after its mailing in a case of a letter and immediately in all other cases during working hours and on business days.

12. Force Majeure

12.1. The Company shall not be liable for the non-performance or improper performance of their obligations under this Agreement, when prevented from or unable to do so due to a Force Majeure event, including, without limitation any Government actions, the outbreak of war or hostilities, the threat of war, military actions, rebellion, acts of terrorism, national emergency, riot, strike, civil disturbance/disorder, sabotage, requisition, or any other international calamity or political crisis; Act of God, earthquake, hurricane, typhoon, flood, fire, epidemic or other natural disaster; labor disputes not including disputes involving the Company’s workforce; discontinuance or suspension of the operation of any Market; failure of communication for any reason with Market makers, malfunctioning and/or non-operation of any computer transaction system due to defectiveness or failure of the mechanic equipment, fault or stoppage in communication lines, any other problems in connection, breakdown or unavailability of access to the internet or the Platform(s); Any other extreme event beyond the reasonable control of the Company which may suddenly or drastically affect the prices in the Underlying Asset / Market as well as any other event, act and/or circumstances that will have direct effect in the regulated markets and which, including, without limitation, any illegitimate actions against, not reasonably within the Company’s reasonable control, and the effect of that event(s) is such that the Company is not in a position to take any reasonable action to prevent. 12.2. If the Company determined in its reasonable opinion that a Force Majeure Event exists then it may without prior written notice and at any time take or omit to take all such actions as they deem to be reasonably appropriate in such circumstances. 13. Miscellaneous 13.1. The Company shall resolve any matter which may arise outside the present Agreement on the basis of good faith and no single/partial exercise or omission or delay in exercising any right, power or remedy by the Company shall constitute a waiver of its rights.

Page 12: iTrade Global (CY) Ltd, Company Introducer WHEREAS...This Introducer Agreement (hereinafter referred to as the “Agreement”) is entered by iTrade Global (CY) Ltd, a company incorporated

13.2. Any liability of the Introducer under this Agreement may in whole or in part be released, compounded, compromised or postponed by the Company in its absolute discretion without affecting any rights in respect of that or any liability not so waived, released, compounded, compromised or postponed. 13.3. The rights and remedies provided to the Company under the present Agreement are cumulative and are not exclusive of any rights or remedies provided by the law. 13.4. The present Agreement does not in any way create any partnership, joint venture, agency, franchise, sales representative, principal-agent, fiduciary or employment relationship between the Company and the Introducer. 13.5. The Introducer shall not present himself/herself as an agent of the Company and shall have no authority or power to bind the Company. 13.6. The Introducer undertakes to inform the Company of any undesired facts and/or events which may potentially pose the Company to any undesired consequences. 13.7. If any term of this Agreement (or any part of any term) shall be held by a court of competent jurisdiction to be unenforceable for any reason then such term shall, to that extent, be deemed severable and not form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected. 13.8. The Company may assign the benefit and burden of this Agreement to a third party in whole or in part, provided that such assignee agrees to abide by the terms of this Agreement. Such assignment shall come into effect ten Business Days following the day the Introducer is deemed to have received notice of the assignment in accordance with this Agreement. 13.9. The Introducer may not assign, change or otherwise transfer or purport to assign, change or otherwise transfer the Introducer’s rights or obligations under this Agreement without prior written consent of the Company and any purported assignment, change or transfer in violation of this term shall be void 13.10. The entire Agreement between the parties is expressed in this writing. No other Agreements or representations shall be binding on the parties unless endorsed herein or on a separate instrument signed by the parties. This Agreement shall be interpreted and construed according to the Laws of Cyprus. Any disputes arising out of or in connection with the present Agreement which are not friendly solved by mutual agreement, shall be settled in the Courts of Cyprus.

13.11. This Agreement and any Addendums and Appendices referred to in it, constitute the entire agreement between Parties and supersede all other agreements or arrangements, whether written or oral, express or implied, between Parties or either of them.

13.12. It is agreed by both Parties that in the event that any of the terms and/or conditions of this Agreement, is to be proven contradictive to any Cyprus / EU Laws and/or Regulations, then this term will be immediately null and void without influencing validity of the rest of the Agreement.

Where this Agreement is issued in a language other than English, the English language version shall take precedence in the event of any conflict.