Introducing Broker agreement

Background
(a) The Introducing Broker and the Company are involved in brokerage and trading activities concerning Financial Products.
(b) The Introducing Broker aims to offer services to the Company, focusing on soliciting and referring potential customers, while the Company intends to engage these services.
(c) This agreement sets forth the terms under which the Introducing Broker will provide these services to the Company.
AGREEMENT
1.Definitions and Interpretation
1.1 Definitions In this agreement, unless otherwise specified, the following terms have the meanings stated below:
Account: A trading account for Financial Products maintained by the Company for a Customer via the Platform.
Affiliate: Any entity controlling, controlled by, or under common control with another entity.
Agreement Date: The date this agreement is executed by all parties.
Applicable Laws: All laws, regulations, and rules applicable to each party based on their jurisdiction of incorporation or domicile.
Ask: The price listed on the Platform at which a Customer can buy a Financial Product.
Bid: The price listed on the Platform at which a Customer can sell a Financial Product.
Business Day: A day when banks in the Company’s jurisdiction are open for business.
CFD: Contract for difference.
Confidential Information: Includes the existence and content of this agreement, transactions under it, and any proprietary information deemed confidential by a reasonable business standard.
Control: Direct or indirect ownership of more than 50% of voting shares or the authority to appoint the majority of the board of an entity.
Created IPR: Intellectual property rights as defined in Clause 8.1.
Customer: Either an Existing Customer or an Introduced Customer.
Eligibility Criteria: Requirements specified in Clause 3.1.
Existing Customer: A person holding an Account with the Company but not introduced by the Introducing Broker.
Financial Products: Includes CFDs, Forex, and other financial instruments tradable on the Platform.
Foreign Exchange: Exchange rates of two currencies traded in the forex market.
Forex: Futures or CFDs where the traded asset is Foreign Exchange.
Future: A contract involving the sale of an asset or commodity with cash settlement in lieu of physical delivery at a future date.
Intellectual Property Rights (IPR): Encompasses copyrights, patents, trademarks, and all related rights, whether registered or unregistered.
Introduced Customer: A Prospective Customer who meets the Eligibility Criteria.
KYC: Know Your Customer compliance requirements.
Margin: The required amount determined by the Company to maintain or enter a trading position.
Operative Agreement: Agreements outlining terms for accessing and using the Platform.
Ownership Interests: Any direct or indirect equity interest in a person or entity.
Platform: The Company’s online trading platform.
Portal/CRM: A communication tool on the Company’s website for interaction between Customers and the Company.
Position: Either a buy or sell stance on a Financial Product.
Promotional Material: Communication materials related to the Platform, Company, or affiliates.
Prospective Customer: Any person who is not an existing Customer.
Remuneration: As outlined in the attached Schedule.
Services: Defined in Clause 2.
Spread: The difference between Bid and Ask prices.
Term: As outlined in Clause 14.1.
Termination Date: When this agreement ends per Clause 14.
Transaction: A trade executed per the Operative Agreement.
VAT: Value-added tax.
Website: The Company’s domain, https://bylixx.com/.
1.2 Interpretation References in this agreement include:
Gregorian calendar time frames (month, year, etc.).
“Writing” to include electronic communications.
Singular and plural forms interchangeably.
Inclusive terms (e.g., “including”) as illustrative.
Legal entities (e.g., firms, governments).
Clause headings for reference only.
2. Services The Introducing Broker will identify and refer Prospective Customers to the Company for conversion to Introduced Customers.
3. Introduced Customers
3.1 A Prospective Customer becomes an Introduced Customer upon meeting the following:
Referred by the Introducing Broker.
Satisfies the Company’s account opening and compliance criteria.
Completes KYC and account setup.
Follows the Introducing Broker’s referral link.
Submits confirmation to associate their account with the Introducing Broker.
3.2 If an Introduced Customer requests disassociation from the Introducing Broker, they will be considered an Existing Customer.
4. Remuneration
4.1. The Company agrees to compensate the Introducing Broker for the provision of the Services by advancing the agreed Remuneration.
4.2. All payments under this agreement, including the Remuneration, are inclusive of VAT and any other applicable taxes.
5. Right to Audit
5.1. The Company reserves the right to review the Introducing Broker’s books and records related to the Remuneration or Services on reasonable grounds.
5.2. For this purpose, the Introducing Broker grants the Company and its professional adviser’s access to its premises, systems, data storage, documents, and information, provided reasonable notice is given during business hours.
5.3. The Company and its professional advisers will make reasonable efforts to minimize any disruption to the Introducing Broker’s operations during such reviews.
6. Introducing Broker’s Obligations During the Term, the Introducing Broker is required to: (a) Manage, supervise, and perform the Services professionally and reliably, adhering to this agreement in all significant aspects. (b) Strive to meet performance deadlines related to the Services to the best of their abilities. (c) Fulfill all obligations outlined in this agreement, including those associated with the Services. (d) Provide the Services with reasonable skill, expertise, and care, adhering to best industry practices. (e) Not bind or represent themselves as having authority to bind the Company in trades with Customers or Prospective Customers or act as an agent, representative, or authorized entity for the Company or its affiliates. The Introducing Broker must clearly inform Prospective and Introduced Customers in writing that: 1. The Introducing Broker and the Company or its affiliates are independent and unaffiliated entities. 2. The Customer is a client of the Company, not the Introducing Broker. (f) Avoid registering or managing a Customer’s Account or executing Transactions on behalf of a Customer unless authorized by the Customer in compliance with Regulatory Rules. (g) Refrain from misrepresenting the Company or its affiliates to Customers, Prospective Customers, or other parties. (h) Avoid giving recommendations, trading advice, commitments, guarantees, or accepting responsibilities on behalf of the Company or its affiliates. (i) Seek the Company’s prior written approval before issuing, publishing, or using any Promotional Material. (j) Provide details and evidence of business activities upon the Company’s request. (k) Notify the Company of any regulatory or legal investigations or unlawful interference in its commercial operations and disclose any past sanctions. (l) Refrain from accepting funds from Customers. (m) Direct Customers to deposit funds directly into the Company’s bank account. (n) Avoid representing to any Customer or Prospective Customer that the Company guarantees against losses, limits Customer losses, or may forgo collecting required Margin.
7. Confidential Information
7.1. Subject to Clause
7.2. the Introducing Broker agrees to: (a) Use their best efforts to keep all Confidential Information secure and ensure their officers, employees, agents, and advisers do the same. (b) Not disclose, transfer, sell, or otherwise share any part of the Confidential Information with any third party. (c) Use Confidential Information solely for purposes related to the transactions contemplated under this agreement. 7.2. Clause 7.1 does not apply to: (a) Information that becomes publicly available (not resulting from a breach of Clause 7.1). (b) Disclosures required by law, court orders, or requests from competent regulatory authorities.
8. Intellectual Property
8.1. This agreement does not confer ownership of Intellectual Property Rights. Any Intellectual Property Rights developed or created in connection with the transactions under this agreement will belong to the Company (Created IPR).
8.2. The Company may grant the Introducing Broker a non-exclusive, personal, royalty-free license during the Term to use specific Created IPR as necessary for performing the Services and fulfilling obligations under this agreement.
8.3. Upon the conclusion of the Term, any license granted under Clause 8.2 will expire. The Introducing Broker must cease using the Created IPR and return any physical copies or embodiments of the Created IPR in their possession or control to the Company.
9. Data Protection
Both parties agree to comply with all applicable data protection and privacy laws and regulations as required under Applicable Law.
10. Restrictive Covenants
The Introducing Broker irrevocably agrees, undertakes, and covenants with the Company that, during the Term and for a period of two (2) years after the Termination Date, the Introducing Broker will not, directly or indirectly, without prior written consent from the Company:
(a) Solicit, entice, or attempt to solicit or entice any manager or employee of the Company or its Affiliates to leave their position, regardless of whether such an act would result in a breach of their employment contract;
(b) Solicit, entice, or attempt to solicit or entice any Customer of the Company or its Affiliates;
(c) Employ or engage any individual who was, during the Term, employed or directly engaged by the Company or its Affiliates, and who might possess Confidential Information or trade secrets pertaining to the Company’s business;
(d) Approach, solicit, or attempt to solicit any person who, during the Term, was:
(i) A recipient of goods or services provided by the Company or its Affiliates or a supplier of goods or services to the Company or its Affiliates; or
(ii) In negotiations with the Company or its Affiliates regarding the provision or receipt of goods or services.
11. Limitation of Liability
The Company shall not be held liable to the Introducing Broker for any costs, claims, demands, liabilities, damages, or expenses (including legal costs) arising from any prosecution or civil claims made by third parties, including Customers or Prospective Customers, against the Introducing Broker, or in the defense of such claims. These include, but are not limited to, allegations of breach of obligations, covenants, or undertakings provided by the Introducing Broker under this agreement.
12. Indemnities
12.1. Without limiting the Company’s rights and remedies under this agreement, the Introducing Broker agrees to indemnify the Company for:
(a) Any costs, claims, demands, liabilities, damages, and expenses (including legal fees) arising from prosecutions or civil claims brought by third parties, including Customers or Prospective Customers, against the Company, or related defense costs; and
(b) Any costs and expenses (including legal fees) reasonably incurred by the Company in pursuing claims or demands against the Introducing Broker, including but not limited to breaches or alleged breaches of obligations, covenants, or undertakings under this agreement or any other agreement between the Introducing Broker and a Customer.
12.2. Without prejudice to the Company’s right to recover the full amount owed by the Introducing Broker under this agreement, the Company reserves the right to set off such amounts against any Remuneration owed to the Introducing Broker.
13. Representations and Warranties
13.1. Representations and warranties of the Company:
For the duration of this agreement, the Company represents and warrants to the Introducing Broker that:
(a) It is a company duly incorporated and validly existing under the laws of its current jurisdiction of incorporation;
(b) It has the legal right, authority, and capacity to enter into and fulfill its obligations under this agreement;
(c) Upon execution, this agreement will constitute valid, legal, and binding obligations enforceable under its terms;
(d) Its entry into, delivery of, and performance under this agreement will not breach its constitutive documents, result in third-party claims, or violate any applicable laws or regulations;
(e) All required authorizations for the Company to lawfully execute this agreement have been obtained and remain in effect;
(f) It is not insolvent and can pay its debts as they become due.
13.2. Representations and warranties of the Introducing Broker (legal entity):
For the duration of this agreement, if the Introducing Broker is a legal entity, it represents and warrants to the Company that:
(a) It is a duly incorporated company, validly existing under the laws of its jurisdiction;
(b) It has the legal right, authority, and capacity to enter into and fulfill its obligations under this agreement;
(c) Upon execution, this agreement will constitute valid, legal, and binding obligations enforceable under its terms;
(d) Its entry into, delivery of, and performance under this agreement will not breach its constitutive documents, result in third-party claims, or violate any applicable laws or regulations;
(e) All required authorizations for the Introducing Broker to lawfully execute this agreement have been obtained and remain in effect;
(f) It is not insolvent and can pay its debts as they become due.
13.3. Representations and warranties of the Introducing Broker (natural person):
For the duration of this agreement, if the Introducing Broker is a natural person, it represents and warrants to the Company that:
(a) It has the legal right, authority, and capacity to enter into and fulfill its obligations under this agreement;
(b) Upon execution, this agreement will constitute valid, legal, and binding obligations enforceable under its terms;
(c) All required authorizations for the Introducing Broker to lawfully execute this agreement have been obtained and remain in effect;
(d) It has the full legal capacity to enter into this agreement;
(e) It is not bankrupt and is capable of paying debts as they become due.
13.4. Additional representations and warranties of the Introducing Broker:
For the duration of this agreement, the Introducing Broker represents and warrants to the Company that:
(a) Providing the Services complies with all Applicable Laws and Regulatory Rules;
(b) The Introducing Broker will cooperate with regulatory authorities or law enforcement agencies if required in connection with the Services;
(c) The Introducing Broker will deal transparently with Customers, disclosing its role as an introducing broker and informing them of any commission or benefits received;
(d) The Introducing Broker will ensure compliance with all Applicable Laws and Regulatory Rules, including:
(i) Maintaining adequate policies and procedures for compliance;
(ii) Promptly reporting any undue financial or other advantage requests received;
(iii) Ensuring that all officers, employees, agents, and representatives adhere to compliance requirements.
14. Duration and Termination
14.1. Term:
This agreement takes effect from the Agreement Date and remains in force until terminated in accordance with its terms (the “Term”).
14.2. Termination without cause:
Either party may terminate this agreement at any time, without cause, by providing ten (10) Business Days’ written notice to the other party.
14.3. Termination with immediate effect:
The Company may terminate this agreement immediately by giving written notice to the Introducing Broker in the following circumstances:
(a) The Introducing Broker materially defaults on its obligations and fails to remedy the default within ten (10) days of being notified;
(b) The Introducing Broker is unable to fulfill its obligations under this agreement and fails to resume within ten (10) days of notification;
(c) The Introducing Broker breaches Clause 13;
(d) The Company determines, at its sole discretion, that the Introducing Broker is acting in bad faith or causing reputational damage to the Company or harm to Customers;
(e) The Introducing Broker enters liquidation, receivership, or insolvency, or becomes unable to pay its debts as they fall due.
14.4. Rights upon termination:
Termination of this agreement does not affect any rights or obligations of the parties that accrued prior to the Termination Date.
14.5. Surviving clauses:
The provisions of Clauses 1, 5, 7, 8, 9, 10, 11, 12, 21, 22, 23, and 24 shall survive termination and continue to apply beyond the Termination Date.
15. Assignment
15.1. The Company may, without prior written consent from the Introducing Broker, assign, transfer, or subcontract any rights under this agreement, in whole or in part, to a Company Affiliate.
15.2. Except as expressly provided in this agreement, no party may assign, transfer, or subcontract any rights under this agreement, in whole or in part, to a third party without the prior written consent of the other party.
16. No Agency or Partnership
16.1. Nothing in this agreement will be deemed to create a partnership, joint venture, or agency relationship between the parties, nor authorize a party to act or make commitments on behalf of the other party.
16.2. Each party confirms it is acting independently and not for the benefit of any third party.
17. Variation
The terms and conditions of this agreement, including the Schedules, may only be amended by a written agreement signed by both parties or their duly authorized representatives.
18. Rights of Third Parties
Subject to Clause 15, no person who is not a party to this agreement has any right to enforce its terms unless explicitly granted such rights within this agreement.
19. Entire Agreement
This agreement constitutes the entire understanding between the parties regarding its subject matter and supersedes all prior agreements, arrangements, or understandings, whether written or oral.
20. Force Majeure
20.1. Neither party will be liable for delays or failures in performing obligations under this agreement caused by circumstances beyond their reasonable control (e.g., war, sanctions, pandemics).
20.2. The time for performance will be extended for the duration of such circumstances. If the delay or failure persists for three (3) months, the unaffected party may terminate this agreement by giving ten (10) days’ written notice.
21. General
21.1. The rights and remedies in this agreement are cumulative and do not exclude other rights or remedies provided by law.
21.2. If any provision is deemed illegal or unenforceable, the remaining provisions will remain in full effect.
21.3. This agreement is non-exclusive, allowing the Company to enter into similar agreements with other introducing brokers.
22. Notices
22.1. Notices or required information under this agreement must be in writing and sent via:
(a) Hand delivery, with a copy sent by registered post;
(b) Registered post;
(c) Email; or
(d) The Portal/CRM system.
Each notice must be addressed to the contact details provided in this agreement or updated in writing by the relevant party.
22.2. Notices are deemed received:
(a) When hand-delivered, upon receipt;
(b) When sent by registered post, after three (3) Business Days;
(c) When sent by email or through the Portal/CRM, upon confirmation of delivery.
23. Governing Law
This agreement is governed by and construed in accordance with the laws of Marshall Islands.
24. Dispute Resolution
24.1. Arbitration:
Any disputes arising out of or in connection with this agreement will be resolved through arbitration under Marshall Islands arbitration laws. The arbitration will follow these terms:
(a) A single arbitrator will preside;
(b) The legal seat and place of arbitration will be Marshall Islands;
(c) The arbitration language will be English;
(d) The governing law will be Marshall Islands substantive laws.
24.2. Enforceability of Awards:
(a) Parties will not challenge arbitral awards rendered in accordance with Clause 24.1.
(b) Each party agrees to the jurisdiction of courts for enforcement of arbitral awards.
24.3. Binding on Successors:
Clause 24.1 binds any party acquiring rights under this agreement, including through operation of law. Anyone commencing legal proceedings must first agree in writing to be bound by this clause.
Schedule: Remuneration
The Company agrees to compensate the Introducing Broker as follows:
1. Spread-Based Remuneration:
(a) The Company may offer the Introducing Broker a portion or the entirety of the Spread applied to Transactions involving Introduced Customers.
(b) Alternatively, the Company may offer a wider Spread and compensate the Introducing Broker the difference between the wider Spread and the standard Spread.
2. Commission-Based Remuneration:
(a) The Company may offer the Introducing Broker a portion or the entirety of its standard commission for Transactions involving Introduced Customers.
(b) Alternatively, the Company may offer a higher commission and compensate the Introducing Broker the difference between the higher and standard commissions.
3. Withholding of Compensation:
The Company may withhold compensation if the Introducing Broker breaches this agreement, provided written notice is given.
4. Discretionary Compensation:
The Company retains sole discretion to determine the Introducing Broker’s compensation.
5. Amendments:
The Company may amend this Schedule or agreed remuneration without prior consent, notifying the Introducing Broker within fifteen (15) Business Days of any changes.
6. Fee Arrangements with Customers:
The Company is not responsible for compensating the Introducing Broker for fees agreed between the Introducing Broker and Customers, even if a Customer fails to pay.