Introducing Broker Agreement
Version: 2.0
Effective from: 24 August 2026
1. Introduction
1.1. This Introducing Broker Agreement (the 'Agreement'), together with the applicable Program Documentation, governs the participation of the Introducing Broker in the IB Program operated by the Company, including the rights and obligations of the Parties, the applicable compensation model, commission structure and other commercial arrangements.
1.2. This version of the Agreement shall become effective and binding on all Introducing Brokers participating in the IB Program from the Version Effective Date specified above, subject to the amendment provisions of this Agreement.
2. Definitions
For the purposes of this Agreement, unless the context requires otherwise, the following terms shall have the meanings set out below:
2.1. 'Account' means any trading account, wallet, partner account or any other account made available by the Company to the IB or a Client for the purposes of accessing or using the Company's services.
2.2. 'Active Trader' means a Client who has executed at least one Transaction during the preceding thirty (30) day period.
2.3. 'Affiliate' means, in relation to any person, any entity that directly or indirectly Controls, is Controlled by, or is under common Control with that person. For the purposes of this definition, 'Control' means the direct or indirect ownership of more than fifty per cent (50%) of the voting rights or other ownership interests in an entity, or the power, whether through ownership, contractual arrangements or otherwise, to direct or materially influence the management or policies of that entity.
2.4. 'Associated Company' means any Affiliate of the Company and any other entity that operates under the same or a related brand, participates in the same business network or provides brokerage or related services in connection with the Company's business or the IB Program, as designated by the Company from time to time.
2.5. 'Agreement' means this Introducing Broker Agreement, including all schedules, appendices, annexes, amendments and the applicable Program Documentation, each as amended from time to time in accordance with its terms.
2.6. 'Applicable Laws' means all applicable laws, statutes, regulations, directives, rules, regulatory requirements, data protection and privacy requirements, sanctions, judgments, orders, codes of practice and other legally binding requirements of any governmental, regulatory, supervisory, judicial or law enforcement authority applicable to the Company, the Introducing Broker, the Clients, this Agreement or the IB Program, including any applicable conditions, restrictions, directions or requirements attached to or arising from the Company's regulatory licence or authorisation and any laws applicable in a jurisdiction in which the IB conducts or proposes to conduct activities.
2.7. 'Business Day' means any day other than a Saturday, Sunday or public holiday in the Company's jurisdiction of incorporation.
2.8. 'Client' has the meaning given to that term in the Customer Agreement. For the purposes of this Agreement, unless the context requires otherwise, a Client means a Client whose registration or attribution to the Introducing Broker has been accepted and recorded by the Company in accordance with this Agreement and the applicable Program Documentation.
2.9. 'Compensation' means any monetary payment, commission, reward, incentive or other financial benefit payable by the Company to the Introducing Broker under or in connection with the IB Program, including the IB Commission and any other payments or rewards provided under the applicable Program Documentation.
2.10. 'Company' means Finexis Markets Ltd.
2.11. 'Customer Agreement' means the agreement governing the relationship between the Company and its Clients, accepted by each Client upon registration with the Company, together with any documents incorporated therein or forming part thereof, each as amended from time to time.
2.12. 'Commission Matrix' means the schedule, table or other document made available by the Company through the IB Area or any other communication channel designated by the Company, specifying the applicable Commission rates, eligible assets and other parameters relevant to the calculation of the IB Commission.
2.13. 'Effective Date' means the date on which the Company assigns the Introducing Broker status to the applicant following approval of its application to participate in the IB Program.
2.14. 'Introducing Broker' or 'IB' means an individual or legal entity accepted by the Company to participate in the IB Program under this Agreement.
2.15. 'IB Commission' means the monetary compensation payable by the Company to the Introducing Broker in consideration of the trading activity of Clients attributed to the Introducing Broker, calculated in accordance with this Agreement, the applicable Commission Matrix and the applicable Program Documentation.
2.16. 'IB Program' means the introducing broker program operated by the Company under this Agreement, including any promotional program, loyalty program, campaigns, special offers or other commercial arrangements introduced by the Company from time to time.
2.17. 'IB Rank' means the status assigned by the Company to the Introducing Broker based on the number of Active Traders and the Valid Volume achieved during the applicable evaluation period, which determines the applicable IB Commission rates.
2.18. 'IB Area' means the dedicated section of the Client Area, as defined in the Customer Agreement, made available by the Company to an Introducing Broker for the purposes of participating in and managing its activities under the IB Program, including accessing information relating to the IB Program, receiving notices and communications from the Company, and accessing Compensation information, reports, marketing materials, the Commission Matrix, Program Documentation and other functionality or information made available by the Company from time to time. The IB Area may also be referred to as the Partner Area.
2.19. 'Program Documentation' means the Commission Matrix, Special Offer terms, Partner Loyalty Program terms, contest or campaign terms, compliance, marketing and other policies, rules, procedures and guidelines, notices, operational requirements, data protection requirements or schedules, territorial restrictions, approved-jurisdiction lists and any other documents, requirements or conditions issued, designated, published or otherwise made available by the Company from time to time as governing, supplementing or forming part of the IB Program.
2.20. 'Referral Link' means a unique link, QR code, identifier or other tracking mechanism generated, assigned or otherwise designated by the Company and associated with the Introducing Broker, which is used to identify, track and attribute Clients referred by the Introducing Broker under the IB Program.
2.21. 'Restricted Countries' means any jurisdiction designated by the Company from time to time as ineligible for participation in the IB Program or in which the Company does not provide its services pursuant to Applicable Laws, regulatory requirements or the Company's internal policies.
2.22. 'Transaction' means a contract for the price difference in relation to any Instrument or any combination of Instruments, as defined in the Customer Agreement.
2.23. 'Valid Order' means an order executed by a Client that satisfies all of the following conditions:
- the order remains open for not less than one hundred and eighty (180) seconds;
- the difference between the opening price and the closing price of the order is not less than thirty (30) points (equivalent to three (3) pips using four-digit precision); and
- the order is not opened or closed by means of a partial close or multiple close.
2.24. 'Valid Volume' means the total trading volume (measured in lots) generated by Active Traders through Valid Orders during an evaluation period of thirty (30) days.
2.25. 'Version Effective Date' means the date specified by the Company as the date from which a particular version of this Agreement becomes effective and binding on the IBs to whom that version applies.
2.26. 'Wallet' has the meaning given to that term in the Customer Agreement and, for the purposes of this Agreement, means the Wallet designated by the Company for the crediting and settlement of the IB Commission and any other Compensation payable to the Introducing Broker.
2.27. 'Website' means the Company's official website(s), IB Area and any other electronic platform designated by the Company from time to time.
2.28. 'Party' means either the Company or the Introducing Broker, and together they are referred to as the 'Parties'.
Unless otherwise defined in this Agreement or the context requires otherwise, capitalised terms used in this Agreement shall have the meaning given to them in the Customer Agreement or the applicable Program Documentation, as applicable to the relevant subject matter.
3. The IB Program
3.1. This Agreement establishes the general terms and conditions governing the Introducing Broker's participation in the IB Program. The rights and obligations of the Parties in relation to the IB Program shall be governed by this Agreement together with the applicable Program Documentation.
3.2. The IB Program consists of the standard introducing broker program and may also include additional programs, offers, campaigns, incentives and other commercial arrangements made available by the Company from time to time, including, without limitation:
(a) the Commission Program;
(b) the Partner Loyalty Program;
(c) Contests;
(d) Special Offers;
(e) Challenges;
(f) the Master IB Program; and
(g) any other program, offer, campaign, incentive or commercial arrangement introduced by the Company from time to time.
3.3. The terms and conditions applicable to any program, offer, campaign, incentive or other commercial arrangement made available under the IB Program shall be set out in the applicable Program Documentation, which forms an integral part of this Agreement.
3.4. Any individual or legal entity wishing to participate in the IB Program shall submit an application in the form and manner prescribed by the Company. As part of the application process, the applicant shall review and electronically accept the terms of this Agreement and provide such information and documentation as may be requested by the Company.
3.5. The applicant's electronic acceptance of this Agreement in connection with the application shall constitute its acceptance of the terms of this Agreement in accordance with the electronic acceptance provisions set out herein, but shall not constitute admission to the IB Program, confer the status of an Introducing Broker or cause this Agreement to become effective. Admission to the IB Program is subject to successful completion of the Company's verification and due diligence procedures and the Company's final approval. Notwithstanding the foregoing, the provisions of this Agreement relating to the application, verification, electronic acceptance, representations and warranties made in connection with the application, and processing of information shall apply to the applicant from the moment the application is submitted.
3.6. Following submission of the application, the applicant shall provide all information and documentation requested by the Company or its designated third-party service providers for the purposes of verification, due diligence and assessment of the application.
3.7. The Company may conduct, directly or through third-party service providers, such identity verification, document verification, corporate and beneficial ownership verification, sanctions screening, anti-money laundering, fraud prevention, risk assessment, enhanced due diligence and other compliance checks as it considers necessary or appropriate.
3.8. The applicant shall ensure that all information and documentation provided in connection with the application and verification process is complete, accurate and up to date and shall promptly provide any additional information or documentation reasonably requested by the Company. Failure to comply with these requirements or to successfully complete the verification process may result in rejection of the application.
3.9. Upon completion of the verification process, the Company may approve or reject the application at its discretion and shall not be required to provide reasons for its decision, except where required by Applicable Laws. The applicant shall acquire the status of an Introducing Broker only upon the Company's approval of the application and assignment of the IB status by the Company.
3.10. The Agreement shall become effective on the Effective Date, being the date on which the Company assigns the IB status to the applicant. No commercial relationship under the IB Program shall commence, and no IB Commission or other Compensation shall accrue or be payable, before the Effective Date.
3.11. Prior to the Effective Date, the applicant shall not represent itself as an Introducing Broker of the Company or commence any marketing, referral, promotional or other commercial activity under the IB Program.
3.12. Approval of the applicant's participation in the IB Program shall not automatically entitle the Introducing Broker to participate in every program, offer, campaign, incentive or other commercial arrangement made available under the IB Program. Such participation may be subject to separate eligibility criteria, additional approval, acceptance of the applicable Program Documentation or other requirements established by the Company from time to time.
4. Rights and Obligations of the IB
4.1. The IB shall:
4.1.1. comply with this Agreement, the applicable Program Documentation and Applicable Laws.
4.1.2. act honestly, fairly, professionally and in good faith in the performance of its activities under the IB Program.
4.1.3. use reasonable efforts to refer prospective Clients to the Company and promote the Company's products and services in accordance with this Agreement, the applicable Program Documentation and Applicable Laws. For the avoidance of doubt, the IB shall not refer and introduce Clients from the Restricted Countries.
4.1.4. where the Company permits the IB to engage with prospective Clients in a particular jurisdiction exclusively on a reverse solicitation basis, the IB shall conduct such activities strictly on that basis and in accordance with Applicable Laws, the applicable Program Documentation and any requirements or instructions issued by the Company. The IB may engage with a prospective Client in such jurisdiction only where the prospective Client has approached the IB or the Company entirely on their own initiative, without any prior solicitation, targeting, advertising, promotion or other activity by or on behalf of the IB directed at such prospective Client.
4.1.5. clearly disclose its status as an independent Introducing Broker when communicating with prospective Clients and shall not state or imply that the IB is itself licensed or regulated merely by virtue of its relationship with the Company.
4.1.6. provide complete, accurate and up-to-date information to the Company and promptly notify the Company of any material changes to such information.
4.1.7. ensure that any information provided to prospective Clients regarding the Company's products and services, including the risks associated with trading, is fair, balanced, accurate and not misleading.
4.1.8. promptly provide any information or documentation reasonably requested by the Company for the purposes of due diligence, compliance, audit or verification.
4.1.9. obtain and maintain any licences, registrations, approvals or authorisations required for carrying out its activities under this Agreement and provide evidence thereof to the Company upon request. The IB shall not commence or continue any activity for which a licence, registration, approval or authorisation is required unless the applicable requirement has been satisfied and, where required by the Company, the relevant activity has been approved by the Company.
4.1.10. acknowledge that any regulatory authorisation, licence or registration of the Company applies only within its applicable scope and does not constitute any representation, authorisation or confirmation that the Company's services or the IB's activities may lawfully be offered, promoted, marketed or conducted in any particular jurisdiction. The IB shall conduct its activities under the IB Program only in jurisdictions and in a manner permitted under Applicable Laws, the applicable Program Documentation and any territorial, regulatory or other restrictions or instructions established by the Company from time to time.
4.1.11. cooperate with the Company in connection with any compliance review, audit, investigation or regulatory request relating to this Agreement.
4.1.12. conduct its activities in a manner that protects the reputation, goodwill and legitimate business interests of the Company.
4.1.13. promptly notify the Company of any matter that may reasonably expose the Company to legal, regulatory or reputational risk.
4.1.14. act solely in its capacity as an Introducing Broker and shall not exceed the authority granted to it under this Agreement, the applicable Program Documentation or the Company's written instructions.
4.1.15. remain solely responsible for all costs and expenses incurred in connection with its participation in the IB Program unless otherwise agreed by the Company in writing.
4.1.16. be responsible for the acts and omissions of its employees, officers, directors, representatives, contractors, agents and any other persons engaged or acting on behalf of the IB in connection with the IB Program.
4.1.17. promptly, and in any event within one (1) Business Day, notify the Company of any suspension, restriction, expiry, revocation or other material change affecting any licence, registration, authorisation, approval or regulatory status relevant to the IB or its activities, and of any regulatory investigation, inquiry, disciplinary action or proceeding relating to the IB or its activities under the IB Program.
4.1.18. maintain complete and accurate records relating to its activities under the IB Program, including records of marketing materials and campaigns, Client referrals, lead sources, communications with prospective Clients, approvals obtained from the Company, disclosures, complaints, regulatory permissions and any evidence relied upon in relation to reverse solicitation. Such records shall be retained for at least five (5) years or for such longer period as may be required by Applicable Laws, the Regulator or the applicable Program Documentation.
4.1.19. promptly, and in any event within one (1) Business Day, forward to the Company any complaint received by or communicated to the IB that relates directly or indirectly to the Company, its services, a Client relationship or activities conducted under the IB Program, and cooperate fully with the Company's investigation and handling of such complaint.
4.1.20. comply with all applicable anti-bribery and anti-corruption laws and shall not, directly or indirectly, offer, promise, give, request, agree to receive or accept any bribe, improper payment, kickback, facilitation payment or other improper advantage in connection with this Agreement or the IB Program.
4.2. The IB shall not:
4.2.1. represent or hold itself out as an employee, agent, partner or authorised representative of the Company.
4.2.2. negotiate, amend, execute or otherwise conclude any agreement, make any representation or warranty, assume any obligation or otherwise bind the Company.
4.2.3. provide brokerage services, investment services, investment advice, investment recommendations, portfolio management, discretionary management, financial planning or any other regulated financial services unless authorised to do so under Applicable Laws.
4.2.4. provide or distribute trading signals, market analysis or similar trading-related content where such activities are prohibited by Applicable Laws or the applicable Program Documentation.
4.2.5. receive, hold, control, collect, process, transmit or otherwise handle Client money or Client assets, including processing deposits or withdrawals.
4.2.6. misrepresent the Company's products, services or regulatory status.
4.2.7. open or register any real or demo account on behalf of a Client, obtain, store, use or disclose any Client's login credentials, passwords, authentication data or personal information, unless expressly authorised by the Company.
4.2.8. create, facilitate or encourage the creation or use of duplicate, multiple, fictitious or otherwise artificial Client accounts or registrations for the purpose of manipulating or circumventing Client attribution, eligibility criteria, promotional or trading conditions, IB Rank, IB Commission, Compensation or any other requirement, restriction or benefit under the IB Program.
4.2.9. make any false, misleading or deceptive statement regarding the Company or its products and services.
4.2.10. guarantee or promise profits, returns or the performance of any financial instrument.
4.2.11. make any promise or guarantee regarding the Company's products, services, trading results, withdrawals, payments or any decision of the Company.
4.2.12. engage in any activity that may damage the reputation or goodwill of the Company.
4.2.13. promote, market, advertise or actively solicit prospective Clients in any jurisdiction where such activities are prohibited or restricted by Applicable Laws, the applicable Program Documentation or the Company's requirements or instructions, including through paid advertising, geo-targeted advertising, direct messaging, targeted electronic communications or any other marketing or promotional activity specifically directed at persons in such jurisdiction.
4.2.14. represent or treat any Client or prospective Client as having been obtained through reverse solicitation where the IB, or any person acting on its behalf, has previously targeted, solicited, advertised to, promoted to or otherwise actively approached such Client or prospective Client in circumstances inconsistent with the reverse solicitation requirements established by the Company or Applicable Laws.
4.2.15. state or imply that it is licensed, authorised, approved or regulated by the Company or any regulatory authority unless independently authorised to do so.
4.2.16. register, own or use any domain name, company name, trade name, social media account or other identifier containing or confusingly similar to the Company's name, trademarks or branding without the Company's prior written consent.
4.2.17. assist, encourage, instruct or facilitate any person in circumventing or attempting to circumvent this Agreement, the applicable Program Documentation, the Company's compliance procedures, territorial or regional restrictions, technical restrictions or other compliance controls, including by assisting or encouraging any person to bypass geo-blocking or other location-based restrictions, use VPNs, proxies or other tools to conceal or misrepresent their location, residency or jurisdiction, or otherwise evade any restriction or control implemented by the Company.
4.2.18. charge any Client or prospective Client a fee in connection with the Company's products or services, share or rebate any IB Commission, provide cashback or other financial incentives, or enter into any remuneration arrangement linked to the Client's trading activity unless expressly permitted by the Company under the applicable Program Documentation or otherwise approved by the Company in writing, and permitted by Applicable Laws.
4.2.19. substantively respond to, settle, compromise, admit liability in respect of, offer compensation in relation to, or otherwise purport to resolve any complaint concerning the Company or its services without the Company's prior written approval.
5. Marketing and Promotional Activities
5.1. The Company may make available to the IB marketing and promotional materials, including banners, logos, trademarks, trade names, text, images, videos, landing pages, templates, disclaimers, risk warnings and other marketing resources (the 'Company Marketing Materials') for the purposes of the IB Program.
5.2. Subject to this Agreement, the Company grants the IB a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to use the Company Marketing Materials solely during the term of this Agreement and for the purposes of promoting the Company's products and services in accordance with this Agreement, the applicable Program Documentation, Applicable Laws and the Company's written instructions. All intellectual property rights in the Company Marketing Materials shall remain vested in the Company or its licensors. The IB acquires no ownership or other proprietary rights in the Company Marketing Materials or any intellectual property contained therein.
5.3. The Company may amend, replace, withdraw or discontinue any Company Marketing Materials at any time. The IB shall use only the current versions of the Company Marketing Materials and shall comply with any branding, marketing, compliance or other instructions issued by the Company in relation to their use. The IB shall promptly implement any required changes and amend, discontinue or remove any Company Marketing Materials that have been withdrawn, replaced or updated by the Company within the period specified by the Company.
5.4. The IB may create and use its own websites, landing pages, social media pages, advertisements, videos, emails and other marketing or promotional content (the 'IB Marketing Materials'), provided that such materials comply with this Agreement, the applicable Program Documentation, Applicable Laws and any requirements or instructions issued by the Company from time to time. The IB shall be solely responsible for ensuring such compliance before publishing, distributing, displaying, transmitting, promoting or otherwise using any IB Marketing Materials. Where prior review or approval is required under the applicable Program Documentation or otherwise expressly required by the Company, the IB shall not publish, distribute, display, transmit, promote or otherwise use the relevant IB Marketing Materials unless and until such review or approval has been completed or obtained.
5.5. The IB shall ensure that all marketing and promotional activities and communications relating to the Company, its products or services, including all IB Marketing Materials:
- are accurate, fair, clear, complete, up to date and not misleading;
- fairly present any applicable risks and do not contain false, deceptive or distorted information concerning the Company, its products or services;
- comply with Applicable Laws and any applicable advertising, financial promotion, branding, trademark and marketing requirements;
- do not contain any content or statement that may reasonably damage the reputation, goodwill or legitimate business interests of the Company;
- contain all risk warnings, regulatory disclosures, identification statements and other mandatory notices required by the Company for the relevant jurisdiction and communication channel, and comply with any applicable territorial restrictions; and
- accurately identify the Company providing the relevant products or services and not refer to any Affiliate, Associated Company, licence, regulator or regulatory status in a manner that may create confusion or misrepresentation as to the identity, regulatory status or authorisation of the entity providing such products or services.
5.6. The IB shall not:
- use any fraudulent, deceptive, misleading, forced or unauthorised advertising, traffic-generation or promotional practices, including spam, spamdexing, impersonation or fake or misleading websites or social media accounts;
- advertise or promote the Company through any website, platform, media or communication channel containing illegal, pornographic, obscene or otherwise unlawful or inappropriate content, or which may reasonably damage the reputation or goodwill of the Company;
- register, incorporate, own or use any domain name, company name, trade name, business name, application name, social media account or other identifier containing, or confusingly similar to, the Company's name, trademarks, logos, branding or other intellectual property without the Company's prior written consent;
- use the Company's website URL, Referral Link, trademarks or brand names in pay-per-click advertising, including Google Ads or similar advertising platforms, without the Company's prior written consent;
- modify, remove or alter any disclaimer, risk warning, mandatory notice or other compliance statement included in the Company Marketing Materials without the Company's prior written consent;
- apply for, register or attempt to register any intellectual property right in, or confusingly similar to, the Company's name, trademarks, logos, branding or Company Marketing Materials;
- generate, redirect or attract traffic to the Company's website or services through fraudulent, deceptive, forced or other unauthorised methods; or
- conduct, sponsor, organise, participate in or otherwise facilitate any marketing or promotional activity that targets or actively solicits persons in Restricted Countries or is otherwise prohibited under Applicable Laws, the applicable Program Documentation or the Company's written instructions.
5.7. Any offline marketing or promotional activity organised, sponsored, conducted or participated in by the IB, including any seminar, workshop, conference, exhibition, expo or similar event, shall be conducted in accordance with Applicable Laws, the applicable Program Documentation and any applicable approval, notification or other requirements established by the Company from time to time.
5.8. Where prior review or approval of any IB Marketing Materials is required under this Agreement, the applicable Program Documentation or the Company's written instructions, the IB shall submit such materials to the Company and shall not publish, distribute, display or otherwise use them unless and until the required approval has been obtained. The Company may also require any IB Marketing Materials to be submitted for review at any time after publication.
5.9. Where the Company reasonably determines that any IB Marketing Materials or marketing or promotional activities do not comply with this Agreement, the applicable Program Documentation, Applicable Laws or the Company's requirements, or otherwise create legal, regulatory, compliance or reputational risk, the Company may require the IB to amend, suspend, discontinue or remove such materials or activities, and the IB shall promptly comply with such request.
5.10. Any review, comments, approval or other action by the Company in relation to IB Marketing Materials or marketing activities shall not relieve the IB of its responsibility for ensuring compliance with this Agreement and Applicable Laws.
5.11. The IB shall promptly update or remove any IB Marketing Materials where the information contained therein becomes inaccurate, outdated or inconsistent with the Company's current products, services, trading conditions, promotional campaigns or the applicable Program Documentation.
5.12. The IB grants the Company a non-exclusive, worldwide, royalty-free licence to use, reproduce, store and retain the IB Marketing Materials for the purposes of administering the IB Program, conducting compliance reviews and investigations, maintaining records, responding to regulatory requests and resolving complaints or disputes relating to the IB's activities.
5.13. The IB shall display on its websites, landing pages, social media pages and other marketing channels such disclaimers, risk warnings, identification statements and mandatory notices as may be prescribed by the Company from time to time. Unless otherwise specified by the Company, the IB shall clearly disclose that it acts as an independent Introducing Broker and not as the Company or its representative.
5.14. The Company may establish, amend or replace any disclaimer, risk warning, identification statement or mandatory notice applicable to the IB's marketing activities, including different requirements for different jurisdictions, products, marketing channels or promotional activities. The IB shall implement any such requirement within the period specified by the Company.
5.15. The Company may require the immediate suspension, discontinuation or removal of any marketing or promotional activity or IB Marketing Materials, without prior notice, where the Company reasonably considers such action necessary for legal, regulatory, compliance, consumer protection or reputational reasons.
6. Company Obligations
6.1. The Company shall:
6.1.1. administer the IB Program in accordance with this Agreement and the applicable Program Documentation.
6.1.2. calculate and pay Compensation to the IB in accordance with this Agreement and the applicable Program Documentation.
6.1.3. provide the IB with access to the IB Area and other tools made available as part of the IB Program, subject to this Agreement and the applicable Program Documentation.
6.1.4. process referrals and determine eligibility for Compensation in accordance with this Agreement and the applicable Program Documentation.
7. Rights of the Company
7.1. The Company reserves the right to:
7.1.1. administer, manage, operate and determine the structure, availability and operation of the IB Program and its components.
7.1.2. monitor and verify the IB's compliance with this Agreement, the applicable Program Documentation and Applicable Laws, and to request from the IB any information, records or documentation reasonably required for such purpose.
7.1.3. conduct compliance reviews, audits, investigations and risk assessments in relation to the IB, its activities or the IB Program.
7.1.4. accept or reject any prospective Client referred by the IB and suspend, restrict or terminate any Client relationship in accordance with the applicable client documentation.
7.1.5. remove any Client from the IB's referral list in accordance with this Agreement or the applicable Program Documentation.
7.1.6. inform any Client referred by the IB that the IB receives Compensation in connection with that Client, provided that the Company shall not disclose the amount of such Compensation or any other confidential information relating to the IB, unless required by Applicable Laws.
7.1.7. rely on the Company's records and systems as the primary evidence for determining Compensation, unless the IB demonstrates a manifest error.
7.1.8. correct any clerical, technical or calculation error relating to the IB Program or Compensation.
7.1.9. exercise any other rights available to the Company under this Agreement, the applicable Program Documentation or Applicable Laws.
8. Compensation
8.1. As consideration for participation in the IB Program, the IB may be entitled to receive Compensation in accordance with this Agreement and the applicable Program Documentation.
8.2. Compensation may include:
(a) IB Commission;
(b) payments under Special Offers;
(c) rewards or incentives available under promotional campaigns;
(d) rewards available under the Partner Loyalty Program; and
(e) any other payments or incentives made available by the Company under the applicable Program Documentation.
8.3. Unless expressly stated otherwise in the applicable Program Documentation, this Section governs only the calculation and payment of the IB Commission. Any other type of Compensation shall be governed exclusively by the Program Documentation applicable to such Compensation.
8.4. IB Commission
8.4.1. The IB Commission is the primary form of Compensation payable to the IB in respect of the trading activity of Clients attributed to the IB in accordance with this Agreement.
8.4.2. The amount of the IB Commission shall be calculated and paid in accordance with this Agreement, the applicable Program Documentation, the applicable IB Rank and the Commission Matrix.
8.4.3. The applicable IB Rank determines the Commission rates payable to the IB. The IB Rank shall be determined based on the number of Active Traders and the Valid Volume generated during the applicable thirty (30)-day evaluation period. To qualify for a particular IB Rank, the IB must meet both the minimum Active Trader requirement and the minimum Valid Volume requirement specified for that IB Rank. Where the IB qualifies for different IB Ranks based on these two criteria, the lower IB Rank shall apply.
| IB Rank | Active Traders | Valid Volume (lots) |
|---|---|---|
| Basic | < 3 | < 50 |
| Bronze | ≥ 3 | ≥ 50 |
| Silver | ≥ 5 | ≥ 100 |
| Gold | ≥ 8 | ≥ 300 |
| Platinum | ≥ 10 | ≥ 600 |
8.4.4. Notwithstanding the above, upon the IB's admission to the IB Program, the Company may assign the IB any initial IB Rank that it considers appropriate, taking into account the IB's existing relationship with the Company, historical trading activity, previous participation in the IB Program, commercial arrangements, migration from a previous compensation model or any other circumstances considered relevant by the Company. Such initial IB Rank shall remain applicable until it is recalculated in accordance with this Agreement or otherwise amended by the Company.
8.4.5. IB Commission shall be calculated and accrued to the IB's Wallet once every twenty-four (24) hours in respect of Valid Orders executed by Clients, in accordance with this Agreement and the applicable Program Documentation.
8.4.6. The IB Rank shall be recalculated and updated once every twenty-four (24) hours based on the number of Active Traders and the Valid Volume generated during the preceding thirty (30) days.
8.4.7. Any change to the applicable IB Rank shall become effective at the next IB Commission payout.
8.4.8. The IB acknowledges that any change to the applicable IB Rank may result in a corresponding change to the applicable Commission rates and the amount of IB Commission payable. The Company shall not be liable for any reduction in the IB Commission resulting from such recalculation, and no claim for lost profits shall arise in connection therewith.
8.4.9. The applicable Commission rates shall be set out in the Commission Matrix. The Commission Matrix may provide different Commission rates depending on the traded asset, the applicable IB Rank and any other criteria determined by the Company.
8.4.10. The current version of the applicable Commission Matrix shall be made available to the IB through the IB Area, where such functionality is available, or through any other communication channel designated by the Company.
8.4.11. The Company may amend, replace or update the Commission Matrix from time to time to reflect changes to the applicable Commission structure, the list of eligible assets or other parameters of the Commission Matrix.
8.4.12. The Company shall notify the IB of any material update to the Commission Matrix before such update becomes effective. Such notification may be provided through the IB Area, by email or through any other communication channel designated by the Company and may include the updated Commission Matrix or information on where it can be accessed.
8.4.13. The updated Commission Matrix shall become effective on the date specified by the Company in the relevant notification. Unless otherwise required by Applicable Laws, no separate or individual notice shall be required where the notification has been provided through any of the communication channels permitted under this Agreement.
8.4.14. Previous versions of the Commission Matrix shall be retained by the Company in accordance with its applicable record retention policies and may be made available through the IB Area, where such functionality is available, or upon the IB's reasonable request.
8.4.15. The IB shall be responsible for reviewing the applicable Commission Matrix and any notification of changes made available or communicated by the Company.
8.4.16. Unless otherwise specified in the applicable Commission Matrix, the applicable Commission rate shall be determined by reference to the version of the Commission Matrix in effect on the date the relevant Transaction is opened.
8.5. Special offers
8.5.1. The Company may, from time to time, make available to selected Introducing Brokers special or individual commercial terms (each a 'Special Offer'), including different Commission rates, Valid Order requirements, eligible assets or other conditions that differ from those otherwise applicable under this Agreement or the Commission Matrix.
8.5.2. Each Special Offer shall be subject to the applicable Special Offer Terms made available by the Company and may be subject to separate eligibility criteria, approval and acceptance requirements.
8.5.3. Where the Special Offer Terms expressly differ from this Agreement, the Commission Matrix or other applicable Program Documentation, the Special Offer Terms shall prevail solely in relation to the relevant Special Offer and to the extent of such inconsistency. All other terms shall continue to apply.
8.5.4. Unless otherwise provided in the applicable Special Offer Terms, a Special Offer shall not create any permanent or continuing entitlement, and upon its expiration, withdrawal or termination, the standard terms otherwise applicable to the Introducing Broker shall resume.
8.6. Other Commission provisions
8.6.1. Unless otherwise specified by the Company, the IB Commission shall be paid exclusively to the IB Wallet designated by the Company. The IB shall not be entitled to request payment by any other method.
8.6.2. Unless otherwise specified in the applicable Program Documentation or by the Company, the IB Commission shall be paid in United States Dollars (USD), irrespective of the currency of the trading accounts used by the Clients.
8.6.3. In the event of any dispute regarding the applicable Commission rate, the Company's records, including the applicable version of the Commission Matrix in effect at the relevant time, shall constitute the primary evidence unless the IB demonstrates a manifest error.
8.7. Taxes and withholding
8.7.1. The IB shall be solely responsible for all taxes, duties, levies, social contributions, registration obligations and similar liabilities imposed on or arising from Compensation received by the IB, except to the extent that Applicable Laws expressly require the Company to bear such liability.
8.7.2. All Compensation payable under this Agreement constitutes the total and all-inclusive amount payable by the Company and is inclusive of all applicable taxes, duties, levies and charges, including any value added tax (VAT), goods and services tax (GST) or similar indirect taxes. The IB shall not be entitled to claim or receive any additional amount in respect thereof, except where expressly required by Applicable Laws.
8.7.3. The Company may deduct or withhold from any payment any tax or other amount that the Company is required by Applicable Laws to deduct or withhold. Any amount so deducted or withheld and remitted to the relevant authority shall be treated as having been paid to the IB for the purposes of this Agreement.
8.7.4. The IB shall promptly provide any tax identification number, tax residency certificate, invoice or other tax documentation reasonably required by the Company. The Company may suspend any payment until the required documentation has been provided, and any such suspension shall not constitute a breach of this Agreement or a delay in payment by the Company.
9. Review, Adjustment and Restriction of IB Commission
9.1. General Grounds for Review and Adjustment:
9.1.1. The Company may adjust, reduce, suspend, withhold, cancel, reverse, reclaim, recover, offset, deduct or refuse payment of any IB Commission in accordance with this Agreement where:
- the adjustment results from the application of the applicable IB Rank, Commission Matrix or any other parameter of the applicable Compensation model;
- the IB participates in a fixed Commission arrangement or any other individual commercial arrangement made available by the Company;
- the circumstances described in this Section apply.
9.1.2. For IBs holding Silver Rank or above, where the IB Commission generated by a single Client exceeds thirty per cent (30%) of the total IB Commission payable to the IB during the relevant calculation period, the Company reserves the right to reduce, adjust or cancel the IB Commission attributable to such Client.
9.1.3. The Company may reject, withhold, adjust, reduce, cancel or recover any IB Commission where the relevant Client, trading activity or transaction is subsequently determined not to satisfy the eligibility requirements set out in this Agreement, the applicable Program Documentation or Applicable Laws.
9.2. Commercial Adjustments:
9.2.1. Where the Company grants the IB an individual fixed Commission rate, enhanced Commission rate or any other commercial incentive outside the standard Compensation model, such arrangement shall be temporary unless otherwise expressly agreed by the Company.
9.2.2. The Company may periodically review the commercial justification or continued business rationale for any such arrangement and may amend, reduce, suspend, withdraw or terminate the applicable fixed Commission, enhanced Commission or other commercial incentive.
9.2.3. Unless otherwise expressly agreed by the Company in writing, the IB shall not acquire any vested, continuing or permanent right to any fixed Commission, enhanced Commission rate or other commercial incentive.
9.2.4. The Company shall notify the IB of any amendment, reduction, suspension or withdrawal of an individual commercial arrangement through the IB Area, by email or through any other communication channel designated by the Company.
9.3. Fraud, Compliance and Prohibited Trading Activity:
9.3.1. In addition to the commercial adjustments described above, the Company may exercise the rights set out in this Clause where it reasonably determines that fraud, abuse, regulatory or compliance concerns exist.
9.3.2. The Company may exercise one or more of the rights set out in this Clause where it reasonably determines that the IB, the IB's Account or its participation in the IB Program, any Client introduced by the IB, any related account, or any activity connected with the IB Program constitutes, facilitates, benefits from or is otherwise connected with Prohibited Trading Activity.
For the purposes of this Clause, Prohibited Trading Activity may include, without limitation:
- direct or indirect hedging structures;
- risk-neutral or substantially risk-offset trading activity;
- coordinated activity between multiple accounts;
- self-referrals or affiliated account structures;
- wash trading, matched trading, churning, artificial turnover generation or similar practices;
- micro-scalping or excessive ultra-short-term trading activity undertaken primarily to generate commissions, rebates or remuneration;
- latency arbitrage, quote manipulation, feed exploitation or other forms of execution abuse;
- swap, spread, rebate, commission, bonus or promotional abuse;
- circular trading or coordinated exposure management;
- the use of automated systems, algorithms or strategies designed primarily to generate artificial trading volume;
- trading activity undertaken primarily to generate commissions, rebates, remuneration or other economic benefits rather than to obtain genuine market exposure or implement a bona fide trading strategy;
- any attempt to circumvent the intended operation of the Company's services, IB Program, trading environment, compensation structures, risk controls, compliance procedures or business arrangements; or
- any other conduct which the Company reasonably considers abusive, manipulative, fraudulent, deceptive, commercially artificial or otherwise inconsistent with the intended operation of the Company's services.
The examples above are illustrative only and shall not limit the Company's ability to identify other forms of abusive or prohibited activity based on the facts and circumstances of a particular case.
9.3.3. For the purposes of assessing eligibility for IB Commission and identifying Prohibited Trading Activity, the Company may determine that multiple accounts are related, affiliated, coordinated or acting in concert based on one or more factors, including:
- IP addresses;
- devices or device identifiers;
- geolocation data;
- behavioural patterns;
- trading patterns;
- funding methods;
- withdrawal methods;
- KYC information or identification documents;
- shared infrastructure or technical environments;
- strategy characteristics;
- execution timing;
- technical fingerprints;
- economic association; or
- any other information reasonably indicating common control, affiliation or coordinated activity.
No single factor shall be determinative and the Company may consider the overall circumstances of a particular case.
9.3.4. The Company may exercise its rights under this Clause where it reasonably determines that the IB, any Client, beneficial owner, authorised representative, related account or related party:
- presents unacceptable money laundering, terrorist financing, sanctions, fraud, financial crime, regulatory or reputational risk;
- is identified as, or is reasonably suspected to be, a match or potential match on any sanctions list, restricted persons list, watchlist or similar screening database;
- is connected with any jurisdiction, transaction, activity or person that may expose the Company to sanctions, financial crime, regulatory or reputational risk;
- exhibits behaviour reasonably consistent with money laundering, terrorist financing, sanctions evasion, fraud or other financial crime indicators, including unusual funding patterns, unexplained third-party payments, rapid movement of funds, inconsistent trading activity or other AML/CTF red flags;
- provides, or is reasonably suspected of providing, false, misleading, inaccurate, incomplete or concealed information, or fails to disclose material information relating to identity, beneficial ownership, source of funds, source of wealth, control structures or compliance matters;
- fails to satisfy or cooperate with any KYC, KYB, due diligence, AML, sanctions, fraud prevention, source of funds, source of wealth or other compliance-related requirement of the Company;
- obstructs, interferes with, circumvents, compromises or attempts to undermine any compliance review, internal investigation, fraud investigation or regulatory inquiry; or
- engages in, facilitates or attempts to engage in any unauthorised third-party funding, payment, settlement or value-transfer activity.
For the purposes of this Clause, third-party funding or payment activity includes any deposit, withdrawal, transfer or payment involving a bank account, payment instrument, e-wallet, crypto-asset wallet or other payment method not held in the name of the relevant person, or otherwise obscuring the true source, ownership or destination of funds.
9.3.5. Where the Company reasonably suspects that any circumstance described in this Clause may exist, the Company may, without prior notice and pending completion of its review, investigation or compliance assessment:
(a) temporarily withhold any IB Commission or other payment;
(b) temporarily suspend, restrict or disable the IB's access to the IB Area, Referral Links, Commission-accrual functionality or any other functionality of the IB Program.
9.3.6. Where the Company reasonably determines that any circumstance described in this Clause has occurred, the Company may:
- reject, adjust, cancel, reverse, reclaim, recover, offset or deduct any IB Commission or other payment generated directly or indirectly as a result of such conduct;
- suspend, restrict, block or terminate the IB's participation in the IB Program;
- terminate this Agreement;
- recover any amounts previously paid to the IB, including by way of set-off, deduction or withholding against any current or future amounts otherwise payable to the IB; and
- take any other action reasonably necessary to protect the legitimate interests of the Company or the integrity of the IB Program.
9.3.7. For the purposes of this Agreement, the Company may determine that a Client is affiliated with the IB based on one or more factors, including shared identity information, contact details, devices, IP addresses, technical identifiers, funding or withdrawal methods, payment instruments, behavioural patterns or any other information reasonably indicating common ownership, control or affiliation. The Company may exclude any such Client from the IB's attribution and reject, withhold, cancel, reverse or recover any IB Commission attributable to such Client in accordance with this Agreement.
9.3.8. The Company shall not be required to disclose any fraud detection methodologies, monitoring criteria, surveillance procedures, compliance controls, risk models, internal investigation findings or other information the disclosure of which could reasonably prejudice the effectiveness of the Company's fraud prevention, compliance or risk management processes.
9.3.9. The Company's rights under this Clause in respect of any conduct, activity, transaction or circumstance occurring or existing prior to or in connection with the termination of this Agreement shall survive termination of this Agreement and may be exercised at any time thereafter.
10. Client Referral and Attribution
10.1. A Client shall be attributed to the IB only where such attribution is recorded by the Company's systems in accordance with this Agreement, the applicable Program Documentation and the Company's technical and operational procedures.
10.2. All Clients referred by the IB are clients of the Company. The IB shall acquire no ownership, proprietary or continuing right in relation to any Client or the relationship between the Company and such Client.
10.3. The Company may remove, reassign or correct the attribution of any Client where:
- the Client was incorrectly, inconsistently or more than once attributed;
- the attribution resulted from fraud, abuse, Prohibited Trading Activity or a breach of this Agreement;
- the Client or the IB no longer satisfies the requirements of this Agreement or the applicable Program Documentation;
- such action is required for operational, compliance, regulatory or risk management purposes; or
- such action is otherwise reasonably necessary to protect the legitimate interests of the Company.
10.4. Where a Client is removed or reassigned, the Company may cease calculating and paying IB Commission in respect of that Client and may adjust, cancel, reverse or recover any IB Commission attributable to such Client in accordance with this Agreement.
10.5. The Company's records and systems shall constitute the primary evidence of Client attribution unless the IB demonstrates a manifest error.
11. Intellectual Property
11.1. All intellectual property rights (the 'Intellectual Property Rights') relating to the IB Program, including the IB Area, Referral Links, software, reports, analytics, databases, documentation, Company Marketing Materials and any other systems, tools or materials made available by the Company, shall remain the exclusive property of the Company or its licensors. Nothing in this Agreement grants the IB any ownership or proprietary rights in such intellectual property.
11.2. Subject to this Agreement, the Company grants the IB a limited, non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the IB Area, Referral Links, software, reports, analytics, Company Marketing Materials and other resources made available by the Company solely for the purposes of participating in the IB Program.
11.3. The IB shall use the Company's systems, software, IB Area, reports, analytics and other Company resources only in accordance with this Agreement, the applicable Program Documentation and the Company's instructions. Unless otherwise authorised by the Company in writing, the IB shall not:
- copy, modify, distribute, sublicence or otherwise exploit any Company resources;
- reverse engineer, decompile or attempt to derive the source code of any software or technical solution;
- provide access to any Company resource to any third party; or
- use any Company resource for any purpose unrelated to the IB Program.
11.4. The Company may, at any time, update, modify, suspend, restrict or withdraw access to any component of the IB Program, the IB Area, Referral Links, software, reports, analytics or other Company resources where reasonably required for operational, technical, commercial, compliance, regulatory, fraud prevention, security or risk management purposes or where the IB breaches this Agreement.
11.5. Upon termination of the IB's participation in the IB Program, the Company may immediately revoke the IB's access to any Company resource. The IB shall immediately cease using all Company resources and delete or destroy any copies in its possession unless retention is required by Applicable Laws.
12. Confidentiality
12.1. For the purposes of this Agreement, 'Confidential Information' means any non-public information disclosed or otherwise made available, directly or indirectly, by or on behalf of the Company to the IB, whether before or after the Effective Date and whether in written, oral, electronic, visual or any other form, including information relating to the Company's business, operations, products, services, pricing, commercial arrangements, Clients, prospective clients, partners, Affiliates, Associated Companies, systems, technology, security, compliance procedures, business strategies, financial information, trade secrets, the IB Area, the Commission Matrix, Program Documentation and any other information which is identified as confidential or which, by its nature or the circumstances of its disclosure, should reasonably be understood to be confidential.
12.2. The IB shall:
- keep the Confidential Information confidential;
- use the Confidential Information solely for the purposes of this Agreement;
- protect the Confidential Information with reasonable care and not disclose it to any third party except as permitted by this Agreement; and
- promptly notify the Company of any actual or suspected unauthorised access, disclosure, loss or misuse of the Confidential Information.
12.3. The obligations set out in this Clause shall not apply to information which the IB demonstrates:
- is or becomes publicly available other than through a breach of this Agreement;
- was lawfully known to the IB before disclosure by the Company;
- is lawfully obtained from a third party without any obligation of confidentiality; or
- is independently developed by the IB without reference to the Confidential Information.
12.4. The IB may disclose Confidential Information only:
- where required by Applicable Laws, a court or a competent regulatory authority;
- where disclosure is made to professional advisers who are bound by confidentiality obligations; or
- where the Company has given its prior written consent.
12.5. Where disclosure is required under the permitted disclosure provisions of this Agreement, the IB shall, to the fullest extent permitted by Applicable Laws, promptly notify the Company before making such disclosure and provide the Company with reasonable details of the request. The IB shall reasonably cooperate with the Company in determining the appropriate scope, timing and manner of the disclosure with a view to limiting the disclosure to the minimum extent legally required, provided that such cooperation does not result in a breach of Applicable Laws or any binding order or direction of the relevant authority.
12.6. Without limiting the generality of this Clause, the IB shall not copy, scrape, extract, reproduce, distribute, commercialise or otherwise use any reports, analytics, statistics, Commission Matrix, IB Area functionality or other information available through the IB Area except to the extent reasonably necessary for the IB's participation in the IB Program in accordance with this Agreement.
12.7. Upon termination of this Agreement or upon the Company's request, the IB shall promptly cease using the Confidential Information and, at the Company's option, return or permanently destroy all Confidential Information in its possession or control, except where retention is required by Applicable Laws.
12.8. Nothing in this Agreement grants the IB any ownership or intellectual property rights in the Confidential Information.
12.9. The obligations contained in this Clause shall survive the termination of this Agreement for a period of five (5) years following its termination or expiration, or for such longer period as may be required by Applicable Laws.
13. Data Protection
13.1. The Company may collect, use and otherwise process the IB's Personal Data for the purposes of administering and performing this Agreement and the IB Program, including operational, compliance, regulatory, technical and commercial communications, in accordance with the Company's Privacy Policy and Applicable Laws.
13.2. For the purposes of this Agreement, 'Personal Data' and 'Personal Data Breach' shall have the meanings given to those terms under Applicable Laws.
13.3. The IB shall comply with all Applicable Laws relating to the collection, access, use, storage, processing, transfer, protection and deletion of Personal Data in connection with this Agreement.
13.4. To the extent that the IB receives access to or otherwise collects, uses or processes any Personal Data in connection with the IB Program, the IB shall process such Personal Data solely:
- for the purposes of participating in the IB Program;
- in accordance with this Agreement, the applicable Program Documentation and Applicable Laws; and
- to the minimum extent necessary for the relevant purpose.
13.5. The IB shall not:
- use Personal Data for any purpose unrelated to the IB Program;
- disclose, sell, transfer, share or otherwise make Personal Data available to any third party except where permitted by this Agreement or required by Applicable Laws;
- use Personal Data in any manner that is inconsistent with this Agreement, the applicable Program Documentation or Applicable Laws.
13.6. The IB shall implement and maintain appropriate technical and organisational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, unauthorised access or any other unlawful or unauthorised processing.
13.7. The IB shall notify the Company without undue delay upon becoming aware of:
- any actual or suspected Personal Data Breach relating to Personal Data processed in connection with the IB Program;
- any unauthorised access to, disclosure of or loss of such Personal Data; or
- any complaint, regulatory inquiry or investigation relating to such Personal Data.
13.8. The IB shall promptly provide the Company with such information, documentation and reasonable assistance as the Company may reasonably require to verify the IB's compliance with this Clause, investigate any actual or suspected Personal Data Breach, or comply with any Applicable Laws, regulatory requirements or requests from competent authorities relating to Personal Data.
13.9. The IB shall reasonably cooperate with the Company in connection with any data protection request, investigation, complaint or regulatory inquiry relating to Personal Data processed in connection with this Agreement.
13.10. Upon termination or expiration of this Agreement, the IB shall immediately cease collecting, accessing, using or otherwise processing any Personal Data obtained in connection with the IB Program and shall promptly delete or securely destroy all such Personal Data in its possession or control, unless its retention is required by Applicable Laws.
13.11. The obligations contained in this Clause shall survive the termination or expiration of this Agreement for so long as the IB retains any Personal Data or for such longer period as may be required by Applicable Laws.
13.12. Unless otherwise expressly agreed, each Party shall act as an independent controller in respect of Personal Data for which it independently determines the purposes and means of processing. Where the IB processes Personal Data solely on behalf of and on the documented instructions of the Company, the IB shall comply with any applicable data processing agreement entered into between the Parties and any data protection requirements established by the Company under the applicable Program Documentation.
13.13. The IB shall not transfer Personal Data to another jurisdiction or permit access to Personal Data from another jurisdiction unless such transfer or access is permitted by Applicable Laws and any requirements imposed by the Company have been satisfied.
13.14. The IB shall not appoint any third-party processor or other person to process Personal Data received from or on behalf of the Company without the Company's prior written authorisation where such authorisation is required under the applicable data processing agreement or the applicable Program Documentation.
14. Representations and Warranties
14.1. The IB represents and warrants that throughout the term of this Agreement:
14.1.1. The IB has full legal capacity, authority and all necessary rights, licences, registrations, authorisations, approvals and permissions required to enter into, perform and comply with this Agreement and, where required by Applicable Laws, to lawfully carry out its activities in the jurisdictions in which it operates.
14.1.2. The IB is, and shall remain, in compliance with Applicable Laws to the extent necessary for the lawful performance of its activities under this Agreement.
14.1.3. The execution and performance of this Agreement do not conflict with any agreement, obligation, Applicable Laws or restriction binding upon the IB.
14.1.4. The IB is not subject to any restriction, prohibition, sanction, regulatory measure or other circumstance that would prevent or materially impair its ability to perform this Agreement.
14.1.5. All information, documents and representations provided by the IB to the Company in connection with the IB Program are true, accurate, complete, up to date and not misleading.
14.1.6. The IB shall promptly provide such information, documents and evidence as the Company may reasonably request to verify the representations and warranties contained in this Agreement.
14.2. The IB shall promptly notify the Company upon becoming aware that any representation or warranty contained in this Agreement has become or may become inaccurate, incomplete or misleading.
14.3. The Company enters into this Agreement in reliance upon the representations and warranties set out in this Clause.
15. Indemnification
15.1. The IB shall indemnify, defend and hold harmless the Company, its Affiliates, Associated Companies, directors, officers, employees and representatives from and against any losses, damages, liabilities, claims, actions, penalties, fines, costs and expenses (including reasonable legal fees) arising out of or in connection with:
- any breach of this Agreement or the applicable Program Documentation by the IB;
- any breach by the IB of Applicable Laws;
- any negligent, fraudulent, wilful or unlawful act or omission of the IB;
- any infringement or alleged infringement of any intellectual property, privacy or other rights of a third party arising from the IB's activities;
- any claim, complaint, investigation or regulatory action arising from the IB's marketing, promotional or business activities;
- any breach by the IB of its confidentiality or data protection obligations;
- any claim, complaint, dispute, action or proceeding brought by a Client or any other third party arising out of or in connection with any act, omission, representation, statement, marketing activity or other conduct of the IB; or
- any inaccurate representation or warranty made by the IB under this Agreement.
15.2. If the Company becomes aware of any claim, complaint, action, proceeding, investigation or other matter that may give rise to an indemnification obligation under this Clause (an 'Indemnified Claim'), the Company shall, where reasonably practicable, notify the IB without undue delay. Any failure or delay in providing such notice shall not relieve the IB of its obligations under this Clause except to the extent that the IB is materially prejudiced by such failure or delay.
15.3. The Company shall have the right to participate in, and, where the Company reasonably determines that its interests may be materially affected, assume control of, the defence, conduct and settlement of any Indemnified Claim. The IB shall provide the Company with all information, documents, assistance and cooperation reasonably required in connection with the defence, conduct or resolution of any Indemnified Claim.
15.4. The IB shall not admit liability, make any statement on behalf of the Company, or settle, compromise or otherwise resolve any Indemnified Claim in a manner that imposes any liability, obligation, restriction, admission of wrongdoing or other adverse effect on the Company or its Affiliates and Associated Companies without the Company's prior written consent.
15.5. The Company shall be entitled to appoint its own legal counsel in connection with any Indemnified Claim where it reasonably considers this necessary to protect its interests, and the reasonable costs and expenses of such counsel shall form part of the losses and expenses covered by the indemnity under this Clause.
15.6. The Company's exercise of any right or remedy under this Agreement shall not limit its right to recover any losses under this Clause.
15.7. The indemnity obligations under this Clause shall survive termination or expiration of this Agreement.
15.8. The indemnity set out in this Clause shall include, without limitation, any claims, actions, proceedings, investigations, losses, damages, liabilities, penalties, fines, reasonable legal and professional fees, regulatory costs, reputational damage and loss of profit arising directly or indirectly out of or in connection with the matters described in this Clause.
15.9. Subject to Clause 4.2.19 and the Company's rights under this Clause, the IB shall be responsible, at its own cost and expense, for providing such assistance, information and cooperation as may be required in connection with any complaint, claim or dispute brought by a Client or any other third party arising out of or in connection with the IB's acts or omissions. The IB shall promptly take all reasonable steps to resolve such matter and shall indemnify, defend and hold harmless the Company from and against any resulting claims, liabilities, losses, damages, penalties, costs and expenses (including reasonable legal fees). Notwithstanding the foregoing, the Company shall have the right to participate in or assume control of the handling, defence or resolution of any such complaint, claim or dispute to the extent that the Company or its Affiliates and Associated Companies may be affected by or have an interest in such matter. The Company shall have no obligation to participate in or assume responsibility for the resolution of such complaint, claim or dispute, except where required by Applicable Laws.
16. Limitation of Liability
16.1. To the fullest extent permitted by Applicable Laws, the Company shall not be liable to the IB for any indirect, incidental, consequential, special, exemplary or punitive damages, or for any loss of profits, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of anticipated savings or any similar losses arising out of or in connection with this Agreement, whether arising in contract, tort (including negligence) or otherwise.
16.2. The Company shall not be liable for any interruption, suspension, delay, unavailability, malfunction or temporary failure of the IB Area, Referral Links, software, systems, communication channels or any other technical component of the IB Program, or for any unauthorised access, interception, alteration, disclosure, misuse, corruption or loss of data, credentials, communications or information transmitted through the internet or other communication networks, except to the extent resulting directly from the Company's fraud, wilful misconduct or gross negligence.
16.3. The Company shall not be liable for any decision made or action taken in good faith in connection with the administration of the IB Program or the exercise of any right under this Agreement, including any decision relating to:
- the admission, suspension or removal of an IB from the IB Program;
- the assignment or recalculation of the IB Rank;
- the application, amendment or interpretation of the Commission Matrix;
- the calculation, accrual, adjustment, withholding, suspension, cancellation, recovery or non-payment of any IB Commission or other Compensation;
- the attribution, reassignment or removal of Clients;
- compliance reviews, fraud prevention measures, sanctions screening, due diligence, risk management activities or the application of the applicable Program Documentation.
16.4. To the fullest extent permitted by Applicable Laws, the Company's total aggregate liability to the IB arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed the total amount of Compensation actually paid or payable by the Company to the IB during the six (6) months immediately preceding the event giving rise to the relevant claim.
16.5. The limitations and exclusions of liability set out in this Clause shall not apply to any liability that cannot be excluded or limited under Applicable Laws.
16.6. The limitations of liability set out in this Clause shall apply regardless of the number of claims, causes of action or events giving rise to liability.
17. Suspension and Termination
17.1. This Agreement shall enter into force on the Effective Date and shall remain in effect until terminated in accordance with this Agreement.
17.2. The Company may, at any time, suspend or restrict the IB's participation in the IB Program, in whole or in part, where the Company reasonably considers such action necessary to:
- protect its legitimate business, legal, regulatory or commercial interests;
- comply with Applicable Laws or the requirements of any competent authority;
- conduct any compliance, fraud, sanctions, AML, KYC, KYB or other internal investigation or review;
- prevent actual or suspected fraud, abuse, misconduct or Prohibited Trading Activity; or
- otherwise enforce this Agreement or the applicable Program Documentation.
17.3. During any suspension, the Company may, without limitation:
- suspend or disable the IB's access to the IB Area;
- deactivate or restrict Referral Links or any other functionality of the IB Program;
- delay, suspend or withhold the accrual, calculation or payment of any IB Commission or other Compensation; if the suspension is lifted and no grounds for withholding or cancellation are identified, the Company shall recalculate and credit any IB Commission otherwise due for the suspension period;
- suspend or restrict the IB's participation in any component of the IB Program; and
- take any other action reasonably necessary to protect the Company's legitimate interests.
17.4. Unless otherwise required by Applicable Laws, the Company shall not be required to provide prior notice before exercising any of its suspension or restriction rights under this Agreement.
17.5. The Company may terminate this Agreement with immediate effect, by providing notice to the IB, where:
- the IB breaches this Agreement or the applicable Program Documentation;
- the IB breaches Applicable Laws;
- the IB no longer satisfies the eligibility criteria applicable to participation in the IB Program;
- the Company reasonably determines that the IB presents legal, regulatory, compliance, fraud, sanctions, financial crime or reputational risk;
- the IB fails to satisfy or cooperate with any compliance, KYC, KYB, AML, sanctions or other due diligence requirements of the Company;
- the IB becomes insolvent, enters into liquidation, bankruptcy, administration or any similar proceeding;
- any licence, registration, authorisation or approval required for the IB's activities is suspended, restricted, revoked, has expired or otherwise ceases to be effective;
- the Company reasonably considers termination necessary to comply with Applicable Laws, regulatory requirements or any requirement, direction or request of the Regulator, or to protect or preserve the Company's regulatory status; or
- the IB conducts any unauthorised marketing, solicitation or other promotional activity in or targeting a Restricted Country.
17.6. The Company may terminate this Agreement for any reason and without the need to establish any breach by the IB by giving the IB not less than thirty (30) days' prior written notice.
17.7. The Company may terminate this Agreement with immediate effect by giving notice to the IB where the IB has remained inactive for a continuous period of ninety (90) days or such other period as may be specified in the applicable Program Documentation. For the purposes of this Clause, inactivity may include the absence of Clients, Active Traders, Valid Volume, IB Commission-generating activity or other objectively measurable activity criteria specified in the applicable Program Documentation.
17.8. The Company may discontinue, restructure, withdraw or materially modify the IB Program or any component thereof and, where such change makes continuation of this Agreement impracticable or no longer commercially appropriate, may terminate this Agreement by giving the IB not less than thirty (30) days' prior written notice.
17.9. The IB may terminate this Agreement for any reason by giving the Company not less than thirty (30) days' prior written notice through the IB Area or any other communication channel designated by the Company. Notwithstanding the foregoing, where the IB does not agree with a material amendment notified by the Company in accordance with this Agreement, the IB may terminate this Agreement with effect from the date on which such amendment becomes effective by notifying the Company before that date.
17.10. Nothing in this Clause shall prejudice any right of either Party to terminate this Agreement immediately where such right is expressly provided elsewhere in this Agreement or arises under Applicable Laws.
17.11. Suspension or termination of this Agreement shall not affect:
- any rights, remedies or obligations accrued prior to the effective date of suspension or termination;
- any ongoing compliance, fraud, regulatory or internal review, investigation or audit;
- the Company's right to withhold, adjust, reduce, recover, offset or refuse payment of any IB Commission or other Compensation in accordance with this Agreement; or
- any provision of this Agreement which by its nature is intended to survive termination.
17.12. The provisions relating to Confidentiality, Data Protection, Intellectual Property, Indemnification, Limitation of Liability, Review, Adjustment and Restriction of IB Commission, dispute resolution and any other provisions which by their nature are intended to survive termination shall survive termination in accordance with their respective terms.
18. Consequences of Termination
18.1. Upon the termination or expiration of this Agreement:
- the IB's participation in the IB Program and all rights, licences and permissions granted to the IB under this Agreement shall immediately cease;
- the Company may deactivate or restrict the IB's Referral Links, access to the IB Area and any other functionality made available to the IB under the IB Program;
- the IB shall immediately cease using the Company's name, trademarks, logos, branding, Company Marketing Materials and any other intellectual property of the Company;
- the IB shall promptly discontinue all marketing and promotional activities relating to the Company and remove, disable or otherwise cease making available all Company Marketing Materials from its websites, landing pages, social media pages and any other marketing channels under its control.
18.2. Subject to this Agreement, the Company shall calculate any outstanding IB Commission or other Compensation accrued up to the effective date of termination in accordance with this Agreement and the applicable Program Documentation.
18.3. Notwithstanding the foregoing, the Company may delay, withhold, adjust, reduce, cancel, offset, recover or refuse payment of any outstanding IB Commission or other Compensation where such action is permitted under this Agreement, including where any compliance, fraud, regulatory, AML, KYC, KYB, sanctions or other review, investigation, audit or verification is pending or reasonably required by the Company.
18.4. No IB Commission or other Compensation shall accrue in respect of any trading or activity occurring after the effective date of termination, unless expressly provided in the applicable Program Documentation.
18.5. Termination or expiration of this Agreement shall not, by itself, entitle the IB to any compensation, indemnity, goodwill payment or other payment arising solely as a result of such termination.
18.6. Termination of this Agreement shall not affect the relationship between the Company and any Client attributed to the IB prior to termination. Following termination, all such Clients shall remain clients of the Company and the Company shall be entitled to continue providing services to them in accordance with the applicable Customer Agreement.
18.7. The Company may retain such records, documents and information relating to the IB and the IB Program as required by Applicable Laws, regulatory requirements or the Company's internal record retention policies.
19. Force Majeure
19.1. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure results from a Force Majeure Event (the 'Force Majeure Event').
19.2. For the purposes of this Agreement, a Force Majeure Event means any event beyond the reasonable control of the affected Party, including, without limitation:
19.2.1. acts of God;
19.2.2. natural disasters, including fire, flood, earthquake or other natural catastrophe;
19.2.3. war, invasion, armed conflict, terrorism, civil unrest or riots;
19.2.4. epidemic, pandemic or public health emergency;
19.2.5. acts or omissions of governmental, regulatory or judicial authorities;
19.2.6. sanctions, embargoes or changes in Applicable Laws;
19.2.7. interruption or failure of telecommunications, internet services, utilities or critical infrastructure;
19.2.8. cyberattacks or other malicious attacks affecting information systems;
19.2.9. strikes, lockouts or other industrial disputes; or
19.2.10. any other extraordinary event beyond the reasonable control of the affected Party.
19.3. The affected Party shall promptly notify the other Party of the occurrence of the Force Majeure Event, its expected impact on the performance of this Agreement and, where reasonably practicable, its expected duration. The affected Party shall also notify the other Party as soon as reasonably practicable after the Force Majeure Event ceases.
19.4. The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as reasonably practicable.
19.5. If the Force Majeure Event continues for more than ninety (90) consecutive days and materially prevents the performance of this Agreement, either Party may terminate this Agreement by written notice to the other Party without liability arising solely from such termination.
19.6. Nothing in this Clause shall affect the Company's rights under this Agreement to conduct compliance reviews, suspend participation in the IB Program, withhold or adjust IB Commission or otherwise exercise its rights under this Agreement where such rights arise independently of the Force Majeure Event.
20. Notices
20.1. Unless otherwise provided in this Agreement, any notice, request, consent, approval or other communication under this Agreement shall be made through the IB Area, by email or through any other communication channel designated by the Company from time to time.
20.2. The IB shall ensure that its contact details, including its email address and any other contact information provided to the Company, remain accurate, complete and up to date throughout the term of this Agreement.
20.3. Any notice or communication shall be deemed to have been received:
- immediately, if delivered through the IB Area;
- one (1) hour after transmission, if sent by email to the email address registered by the IB, provided that the Company has not received an automated failure or non-delivery notification;
- immediately upon publication in the IB Area where publication constitutes sufficient notice under this Agreement, including in respect of any amendment for which individual prior notice is not required; or
- at such other time as may be specified in the relevant communication.
20.4. The Company may use different communication channels for different categories of notices, including notices relating to amendments to this Agreement, the Program Documentation, the Commission Matrix, compliance matters, operational matters or other aspects of the IB Program.
20.5. The IB shall be solely responsible for regularly reviewing the IB Area and its registered email address for notices, updates and other communications relating to the IB Program.
21. Amendments to the Agreement and the IB Program
21.1. The Company may, from time to time, unilaterally amend, update, replace or supplement:
- this Agreement;
- the applicable Program Documentation;
- the IB Program or any component thereof;
- the Compensation model, Commission Matrix, IB Rank requirements or any other commercial terms of the IB Program; and
- any policies, guidelines, procedures or other documents applicable to the IB Program.
21.2. Material amendments to this Agreement, including amendments that materially affect the IB's rights, obligations, Compensation or participation in the IB Program, shall be communicated to the IB through the IB Area, by email or through any other communication channel designated by the Company. The Company may specify in such communication the date on which the relevant amendment or updated version will become effective.
21.3. The Company may make non-material amendments without providing individual prior notice to the IB, including amendments that are administrative, technical, editorial or clarificatory in nature, correct errors or inconsistencies, update references or contact details, or do not materially adversely affect the IB's rights or obligations. Such amendments may be made effective upon publication in the IB Area, on the Website or through any other channel designated by the Company.
21.4. Unless otherwise required by Applicable Laws or expressly specified by the Company, any amendment, update or replacement of this Agreement or the applicable Program Documentation shall become effective and binding on the IB on the date specified by the Company in the relevant notice or, where no prior notice is required under this Agreement, upon its publication or on such other date as may be specified by the Company.
21.5. Except where expressly required by Applicable Laws, no consent, signature, acknowledgement, electronic acceptance or other affirmative action by the IB shall be required for any amendment, update or replacement made by the Company in accordance with this Clause to become effective and binding on the IB.
21.6. If the IB does not agree with any amendment, update or replacement of this Agreement or the applicable Program Documentation, the IB may terminate this Agreement in accordance with the termination provisions of this Agreement. The IB shall not be entitled to continue participating in the IB Program after the relevant amendment becomes effective on the basis of any previous version of this Agreement or the applicable Program Documentation.
21.7. If the IB continues to participate in or use the IB Program after an amendment has become effective, such continued participation shall be subject exclusively to the amended Agreement and the applicable Program Documentation then in force. For the avoidance of doubt, continued participation is not a condition for the amendment to become effective.
21.8. Nothing in this Clause shall require the Company to obtain the IB's prior consent to any amendment, update or replacement of this Agreement, the Program Documentation or the IB Program, except to the extent that such consent is expressly required by Applicable Laws.
22. Assignment
22.1. The IB shall not assign, transfer, novate, subcontract, delegate or otherwise dispose of any of its rights or obligations under this Agreement without the Company's prior written consent.
22.2. Any purported assignment, transfer, novation, subcontracting or other disposal made without the Company's prior written consent as required under this Agreement shall be null and void to the fullest extent permitted by Applicable Laws.
22.3. The Company may, at any time, assign, transfer, novate or otherwise transfer this Agreement, in whole or in part, together with any or all of its rights, obligations, assets, business operations, client relationships and records relating to the IB Program, to any of its Affiliates and Associated Companies or in connection with any merger, acquisition, corporate restructuring, sale of business or transfer of assets, without obtaining the IB's consent, provided that the Company gives written notice to the IB.
22.4. Where such assignment, transfer or novation takes place, the receiving entity shall be entitled to exercise all rights and perform all obligations of the Company under this Agreement as if it were the original contracting party.
22.5. The IB acknowledges and agrees that, for the purposes of any assignment, transfer or novation permitted under this Clause, the Company may transfer to the receiving entity any information, records and Personal Data relating to the IB, the IB Program and the Clients to the extent reasonably necessary for the continuation of this Agreement and in accordance with Applicable Laws.
22.6. Following any assignment, transfer or novation permitted under this Clause, the Company may designate the version of this Agreement and the applicable Program Documentation that shall apply to the IB's continued participation in the IB Program. The Company shall notify the IB of any material changes in accordance with the amendment and notification provisions of this Agreement. The applicable version shall become effective and binding on the date specified by the Company, without requiring any further consent, signature or acceptance by the IB, except where expressly required by Applicable Laws. If the IB does not wish to continue participating in the IB Program following such change, the IB may terminate this Agreement in accordance with its termination provisions.
22.7. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
23. No Waiver
23.1. No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy.
23.2. No single or partial exercise of any right, power or remedy under this Agreement shall prevent any further or other exercise of that right, power or remedy or the exercise of any other right, power or remedy.
23.3. Any waiver of any provision of this Agreement shall be effective only if made expressly in writing by the Party granting such waiver and shall apply only to the specific circumstances for which it is given.
23.4. A waiver of any breach of this Agreement shall not constitute a waiver of any subsequent or continuing breach.
24. Relationship of the Parties
24.1. Nothing in this Agreement shall be construed as creating or giving rise to any partnership, joint venture, employment, agency, fiduciary or other similar relationship between the Parties. The Parties acknowledge and agree that the IB acts solely as an independent contractor.
24.2. The IB shall act solely in its own name, on its own behalf and for its own account. The IB shall not represent itself as an employee, agent, representative, authorised representative, branch, office or authorised signatory of the Company, or otherwise create the impression that it is authorised to act on behalf of the Company, except to the extent expressly authorised by the Company in writing.
24.3. Unless expressly authorised in writing by the Company, the IB shall have no authority, whether actual, implied or apparent, to bind the Company, enter into any agreement, assume any obligation or liability, make any representation, warranty, guarantee or commitment, receive funds on behalf of the Company, or otherwise act in the name of or on behalf of the Company.
24.4. The IB shall be solely responsible for its own acts and omissions, its employees, representatives and contractors, and for compliance with Applicable Laws in carrying out its activities. Nothing in this Agreement shall render the Company liable for any act or omission of the IB or confer upon the IB any authority to act for or legally represent the Company.
25. Entire Agreement
25.1. This Agreement, together with the applicable Program Documentation, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements, negotiations, discussions, representations, understandings and communications, whether oral or written.
25.2. Each Party acknowledges that, in entering into this Agreement, it has not relied upon any statement, representation, warranty or undertaking not expressly set out in this Agreement or the applicable Program Documentation.
26. Severability
26.1. If any provision of this Agreement is held to be invalid, illegal or unenforceable, in whole or in part, such provision shall, to the extent of such invalidity, illegality or unenforceability, be deemed severed from this Agreement without affecting the validity or enforceability of the remaining provisions.
26.2. The Parties shall, where practicable, use reasonable efforts to replace the invalid, illegal or unenforceable provision with a valid and enforceable provision that most closely reflects its original commercial purpose.
27. Governing Law and Dispute Resolution
27.1. This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by and construed in accordance with the laws of the Union of the Comoros.
27.2. The Parties shall use reasonable efforts to resolve amicably, through good faith negotiations, any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach or termination.
27.3. If the Parties fail to resolve the dispute within thirty (30) days after one Party has notified the other in writing of the dispute, either Party may refer the dispute to the competent courts of the Union of the Comoros.
27.4. The English language version of this Agreement shall prevail in the event of any inconsistency or conflict between different language versions of this Agreement.
28. Miscellaneous
28.1. Headings are included for convenience only and shall not affect the interpretation of this Agreement.
28.2. References to any Applicable Laws, regulations or other legal instruments shall include any amendments, replacements or re-enactments thereof from time to time.
28.3. Unless the context otherwise requires, words in the singular include the plural and vice versa, and references to one gender include all genders.
28.4. References to 'including', 'such as' or similar expressions shall be deemed to mean 'including without limitation'.
28.5. This Agreement may be entered into or accepted by electronic means, including through the IB Area, by selecting a checkbox, clicking an 'Accept', 'I Agree', 'Continue' or similar button, or by any other electronic method designated by the Company from time to time. Where electronic acceptance of an amendment is requested or required, such acceptance may be provided by the same means.
28.6. By electronically accepting this Agreement or any amendment thereto, the applicant or the IB, as applicable, confirms that:
- it has read and understood this Agreement and the applicable Program Documentation;
- it agrees to be legally bound by the provisions applicable to it at the relevant stage in accordance with this Agreement;
- it has all necessary authority and legal capacity to accept this Agreement;
- there is no legal, regulatory, contractual or other restriction known to it that would prevent or materially impair its ability to enter into or perform its obligations under this Agreement;
- the information and documentation provided by it in connection with the application and verification process is, to the best of its knowledge, complete, accurate and not misleading; and
- its electronic acceptance constitutes its express, valid and legally binding acceptance of this Agreement or the relevant amendment.
For the avoidance of doubt, where an applicant accepts this Agreement in connection with an application to participate in the IB Program, such acceptance shall not constitute admission to the IB Program, confer the status of an Introducing Broker or cause this Agreement to become effective before the Effective Date.
The applicant or IB, as applicable, further acknowledges that it has had a reasonable opportunity to review this Agreement prior to providing such acceptance.
28.7. The Parties agree that any electronic acceptance referred to in this Agreement shall have the same legal force and evidential effect as a handwritten signature and that no handwritten signature, qualified electronic signature, digital certificate or any other additional form of authentication shall be required unless otherwise required by Applicable Laws. For the avoidance of doubt, the validity of such electronic acceptance shall not affect the timing of the commencement of this Agreement, which shall be determined in accordance with the applicable commencement provisions of this Agreement.
28.8. The Company may maintain electronic records evidencing the IB's acceptance, including the date and time of acceptance, the version of the accepted document, user identifiers, IP address, device information or any other technical information generated in connection with such acceptance. Such records shall constitute prima facie evidence of the IB's acceptance unless the IB proves otherwise.
28.9. The IB shall be solely responsible for maintaining the confidentiality and security of its login credentials and for all activities carried out through its authenticated IB Area account. Any instruction, acceptance, communication or other action performed through such account shall be deemed to have been made by the IB unless the IB demonstrates that such action resulted directly from unauthorised access not attributable to the IB's act or omission.