Introducing Broker Terms
These Introducing Broker Terms (the “
IB Terms”) are entered into by and between
any entity within the Finalto Group (as specified in Appendix II)
(“
Company” or “
Finalto”) and
You (the “
Introducing Broker”).
These IB Terms and its Appendices constitute the entire Introducing Broker Agreement that sets out the complete
terms and conditions for your Online Application Form to become an Introducing Broker of the Company. By
submitting your Online Application Form and by clicking the box with title
"I have read and agreed to the
Introducing Broker Terms”
you agree to these IB Terms which are entered into as of the date of the written
notification from us that you are accepted as an Introducing Broker ("
Effective Date”).
The Company may elect to provide you with these IB Terms and/or any other documentation, information and
communications in various languages. By accepting these IB Terms (in any of these languages) You acknowledge
and confirm that the Company’s official language is the English language, and in the event of any discrepancy or
inconsistency between any documentation, information and communications in any language other than the
English language and the same in the English language, the English documentation, information and
communications shall exclusively prevail.
INTRODUCTION
- Finalto offers certain financial and trading services to its clients. References herein to Finalto means any of the Finalto Entities as described in Appendix II and shall apply to each such entity that provides services to the Introducer.
- The Introducing Broker seeks to receive compensation for the services that it provides to the market participants or clients that it refers to the relevant Finalto Entity, subject to the terms and conditions of these IB Terms, including with respect to the conduct of work by the Introducing Broker in a manner that is compliant with the Applicable Laws and in accordance the Code of Conduct (available at
https://partnership.markets.com/ib-agreement.html as this may change from time to time) at all
times.
- MARKETS.COM is a global brand and trade mark owned by Finalto (IOM) Limited and operated by the entities listed in Appendix II (the "Finalto Entities").
- “IB Terms” means these terms, including any appendix or schedule attached hereto, and any later
amendment or supplement made by Finalto from time to time.
- “Applicable Laws”means all laws, statutes, regulations, licensing requirements, procedures, standards and codes of practice that apply in relation to the Company, the Introducing Broker or any other person carrying on any Financial Services business, or in relation to any business or any other transaction contemplated by these IB Terms and the applicable laws or regulations of any other country, and including all relevant rules of government bodies, exchanges, trade and clearing associations, self-regulatory organisations and industry bodies;
1 Scope
1.1 The IB Terms govern the relationship between Finalto and the Introducing Broker, whereby the
Introducing Broker will refer clients and any other persons who make an enquiry to the Introducing
Broker relating to the services (all such clients and other persons being “Prospects in relation to all
products offered by Finalto, in return for which the Introducing Broker will receive a fee following
approval of the Prospect as a client by Finalto. Acceptance of any referred clients by the Introducing
Broker will be at the sole discretion of Finalto, and in accordance with Finalto’s onboarding and due
diligence requirements. Finalto will not be required to pay for introductions that have not been the cause
of prospective client engagement by the Introducing Broker. Notwithstanding this, Finalto has the right
to determine such payments in good faith but at its sole discretion.
1.2 The Introducing Broker acknowledges that the arrangements contained in these IB Terms are not
exclusive to the Introducing Broker and that Finalto may enter into similar arrangements with other
persons (including competitors of the Introducing Broker).
1.3 The IB Terms shall commence with effect from the date first written above and shall continue in force
subject to termination in accordance with these IB Terms.
1.4 The provision of services by Finalto to the Introducing Broker in connection with these IB Terms shall, at all times, be subject to the relevant Finalto Entities Terms and Conditions ("Finalto Terms and Conditions"), such Terms and Conditions meaning the standard terms and conditions of business for all trading activities (including the related market information sheets) issued and, as from time to time, amended or replaced by the Finalto Entities. Capitalised terms used in these IB Terms and not otherwise defined shall have the meaning given in the relevant Finalto Terms and Conditions.
1.5 In the event that any provision of these IB Terms is inconsistent with any provision of the relevant Finalto
Terms and Conditions, the provision in these IB Terms shall prevail except to the extent that such
provision in the relevant Finalto Terms and Conditions is required to comply with applicable law and
regulation.
2 Services
2.1 The Introducing Broker shall:
2.1.1identify and refer Prospects to Finalto;
2.1.2propose Finalto’s services to the Prospects;
2.1.3subject to the terms of this Agreement, acting as a referring party offer services that enhance
the client experience and any other value added service as follows:
2.1.4dealing with general queries;
2.1.5dealing with queries relating to financial issues such as withdrawals and deposits;
2.1.6dealing with first level technical support requests; and
2.1.7
provide to each Prospect all such documentation and information that Finalto may from time
to time reasonably require. The Introducing Broker shall not distribute any documentation or
information relating to the services or Finalto, unless the same has been approved in writing by
Finalto; (the “Introducer Services”)
2.1.8provide to each Prospect all such documentation and information that Finalto may from time
to time reasonably require. The Introducing Broker shall not distribute any documentation or
information relating to the services or Finalto, unless the same has been approved in writing by
Finalto;
2.2
With respect to the services offered to each Prospect, designed to enhance the quality of the services
offered by Finalto, the Introducing Broker shall provide Finalto with any information requested from
time to time, in order for Finalto to confirm the offering and adequacy of the services offered.
2.3
In relation to all referrals of Prospects to Finalto, the Introducing Broker and Finalto agree that:
2.3.1Finalto is under an obligation to treat Prospects introduced to it by the Introducing Broker in
accordance with Finalto’s applicable on-boarding procedures for Prospects, including, but not
limited to, the due diligence requirements for new clients;
2.3.2Finalto shall be entitled to accept or decline to deal with any Prospects in its absolute discretion.
Only those Prospects that are approved by Finalto and open a trading account with Finalto shall
be considered “Referred Clients”;
2.3.3where Finalto accepts any Prospect as its Client, Finalto will henceforward have a client
relationship with such Prospect and such relationship will be governed by the relevant Finalto
terms and conditions as are applicable to that Prospect. All actions that Finalto may, or may not,
take in relation to such Prospect is entirely at Finalto’s discretion and Finalto shall have no
liability to the Introducing Broker in respect thereof.
2.4
In providing such services to each Finalto and to each Prospect, the Introducing Broker shall:
2.4.1not make any misleading, untrue or inaccurate statement, representation or warranty to any
Prospect nor omit to state any fact or give any information to a Prospect necessary in order to
make any statement, representation or warranty made not misleading, untrue or inaccurate;
2.4.2inform each Prospect that the Introducing Broker will be paid compensation by Finalto for
providing the Introducing Broker Services to the Prospect if they open an account with Finalto;
2.4.3not use any of the trademarks, trade names, logos, get up or other insignia of Finalto in any
matter whatsoever without the prior express written consent of Finalto and then on such terms
as Finalto may specify;
2.4.4not, unless expressly authorised to do so by Finalto, market, advertise or promote Finalto and
its services through any media or online advertising platforms or websites accessible to the
general public;
2.4.5not do any act or thing which would or might damage the standing or reputation of Finalto;
2.4.6not hold itself out to others as being an agent or employee of Finalto, or otherwise empowered
to make any representations about Finalto or to agree any variations to any client agreement or
otherwise on behalf of Finalto;
2.4.7not, without Finalto’s prior written consent, make or give any representations, warranties or
other promises express or implied, concerning the services or products provided by Finalto
which are not contained in Finalto’s marketing materials provided to the Introducing Broker;
2.4.8not engage in any marketing and/or Prospect communication practices which may be
interpreted as a guarantee of investment return or profits;
2.4.9not offer to the Prospects any monetary or other incentives and/or inducements to open an
account, trade or deposit;
2.4.10not accept any money, securities or other property from Prospects on behalf of Finalto;
2.4.11provide reasonable information and assistance to Finalto in connection with any Prospects; or
2.4.12provide Finalto with such information relating to the provision of the Introducing Broker
Services as Finalto may reasonably require.
2.5
The Introducing Broker shall have no authority, and shall not hold itself out, or permit any person to hold
itself out, as being authorised to bind Finalto in any way, and shall not do anything or otherwise conduct
itself in such a manner which might create the impression that the Introducing Broker is authorised to
bind Finalto or enter into any contracts on Finalto’s behalf. The Introducing Broker shall not make or
enter into any contracts or commitments or incur any liability for or on behalf of Finalto.
2.6
The Introducing Broker will not offer any financial product advice to Prospects or any clients of Finalto.
In particular, the Introducing Broker shall not:
2.6.1provide general or personal financial product advice to any Prospect or clients of Finalto,
whether directly or indirectly, or access or direct operation of any person’s account with Finalto;
2.6.2disseminate trading or investment research or make any statement which may be construed as
constituting such research, investment advice or opinion to any Prospect or any client of Finalto;
2.6.3give to any Prospect or client of Finalto any general or personalised opinion on trading or the
direction of the markets and/or of financial instruments unless the Introducing Broker holds a
license to do so;
2.6.4advise Prospects or Finalto’s clients on any trading or investment strategies;
2.6.5give to any Finalto’s client any advice or recommendation relating to hedging of positions in
such client’s portfolio; or
2.6.6provide any kind of custom-made trading signals to any Prospects or actual clients of Finalto,
whether directly or through trading signals services provided by any third parties.
2.7
The Introducing Broker represents and warrants to Finalto that:
2.7.1it is and shall continue to be (throughout the duration of these IB Terms) duly authorised to
perform these IB Terms in compliance with all laws and regulatory rules applicable to it and that
it will comply with all applicable laws in connection with the performance of its obligations
under these IB Terms including the Applicable Laws;
2.7.2it will only introduce Prospects (and any other persons who may require the services) in
compliance with all laws and regulatory rules of any relevant jurisdiction (whether where the
Introducing Broker is located or the Prospect is located) and with the benefit of all appropriate
registrations, licences and/or other authorisations;
2.7.3it has and will maintain for the term of these IB Terms all licences, recognitions, registrations,
permissions, authorisations, exemptions and memberships necessary for the conduct of
business under the terms and conditions of these IB Terms;
2.7.4it has the authority to be bound by these IB Terms, perform its obligations and has taken all
necessary action to authorise its acceptance and performance;
2.7.5such acceptance and performance do not violate or conflict with any law applicable to it, any
provision of its constitutional documents, any order or judgment of any court or other agency
of government applicable to it or any of its assets or any contractual restriction binding on or
affecting it or any of its assets;
2.7.6it is in accordance with all laws to which it is subject, including, without limitation, all tax laws
and regulations, exchange control requirements and registration requirements;
2.7.7all governmental and other consents that are required to have been obtained by it with respect
to these IB Terms have been obtained and are in full force and effect and all conditions of any
such consents have been complied with; and
2.7.8its obligations under these IB Terms constitute its legal, valid and binding obligations,
enforceable in accordance with their respective terms (subject to applicable bankruptcy,
reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and
subject, as to enforceability, to equitable principles of general application regardless of whether
enforcement is sought in a proceeding in equity or at law).
2.8
The Introducing Broker shall to the extent that it is possible and reasonable during these IB Terms directly
or indirectly:
2.8.1refer, propose or introduce any person (including any Prospect) to Finalto in preference to any
person other than Finalto in respect of the services and/or any trading facilities which are from
time to time competitive with the services products and/or trading facilities offered by Finalto;
or
2.8.2deal with Finalto in preference to any person other than Finalto in respect of the services and/or
products and/or any trading facilities which are from time to time competitive with the services
offered by Finalto. This only applies to systems that directly compete with Finalto and for
services and/or products where you offer any platform to the Referred Clients that are in direct
competition with Finalto.
2.9
The Introducing Broker shall not, without first obtaining Finalto’s prior written consent, market Finalto
or approach any Prospect in any excluded jurisdiction. Such excluded jurisdictions shall be specified from
time to time by Finalto. Finalto shall have a right, in its sole and absolute discretion, to add and/or
remove any country to/from the list of excluded jurisdictions by giving to the Introducing Broker a prior
written notice. The Introducing Broker shall abide by any such notice and these IB Terms shall not apply
to any Prospect (or person who might otherwise be a Referred Client) from such a geographic region or
sector.
2.10
The Introducing Broker acknowledges, recognises and understands that certain trading (including
currency trading) may be either prohibited or strictly regulated in certain jurisdictions. The Introducing
Broker undertakes to inform Finalto of any restrictions applicable to it. The Introducing Broker
acknowledges, recognises and understands that it alone will be liable for any consequences that may
result from failing to provide Finalto with such information
2.11
The Introducing Broker shall notify Finalto of any circumstances which may affect the implementation
of this IB Terms, including but not limited to obtaining a licence, the change of location and / or any
change to its personal details during the provision of the Services.
3 Payments
3.1
Finalto shall create an Introducing Broker Fee Account (the “IB Fee Account”) to be used for all payments
made to or from the Introducing Broker under these IB Terms as set out in Appendix I (“Payments”) in
respect of the Introducing Broker Services delivered to Referred Clients.
3.2Notwithstanding Clause 3.1, from time to time, Finalto shall remunerate the Introducing Broker for
introducing Prospects to Finalto as agreed between the parties by email or as otherwise communicated
to the Introducing Broker by Finalto. Subject to this, such payments shall be made monthly in arrears.
3.3Finalto shall have the right, at its sole discretion, after giving the Introducing Broker at least three (3)
calendar days’ prior written notice, to decrease the commission Payments agreed under Appendix I for
any reason whatsoever. Where the Introducing Broker continues to provide its services hereunder after
the effective date of the notice given under this Clause 3.3, the Introducing Broker will be deemed to
have accepted such change in the Payments. For the avoidance of doubt, any changes in Payments made
hereunder may apply to existing Referred Clients and to Prospects introduced by the Introducing Broker
after the effective date of the notice given under this Clause 3.3. It is correspondingly agreed that
Changes in Payments will not apply retroactively.
3.4It is understood and agreed that the Introducing Broker shall only be eligible for any commission or fee
agreed hereunder, if the respective Prospect to which such a fee and/or commission relates has become
a client of Finalto within two (2) months after being introduced by the Introducing Broker.
3.5Finalto shall be entitled to reduce the Payments to reflect any increased cost to Finalto in providing the
services which cost(s) are imposed by any law or regulatory rule.
3.6Finalto may decline to pay compensation to the Introducing Broker in respect of any introduced Referred
Client where Finalto, in its sole discretion, determines that any such Referred Client’s trading:
3.6.1has been done excessively without a legitimate intent by the trading party to profit from market
movements;
3.6.2has been done while relying on price latency or arbitrage opportunities;
3.6.3constitutes market abuse;
3.6.4is in violation of any Finalto Terms and Conditions or any other Finalto relevant agreement;
3.6.5involved Unfair Trading Practices; or
3.6.6is otherwise contrary to applicable law and regulation.
For the purposes of this Clause 3.6 the term “
Unfair Trading Practices” shall mean any instance where
an Referred Client employs trading strategies or trading practices that: (i) attempt to benefit from small
and short-term price changes and/or by abusing the trading conditions of Finalto (also known as
“
scalping”); (ii) rely on price misquotations or delays or interruptions in Finalto’s price feeds to trade at
off-market prices; (iii) involve high performance virtual private networks allowing simultaneous
placement of multiple trading orders; or (iv) such other practices as may be forbidden under the terms
of Finalto Terms and Conditions.
3.7
Where the Introducing Broker’s commission or fee hereunder is based on the cost-per-acquisition
(“CPA”) model (as may be agreed between the parties), the Introducing Broker shall not be entitled to
payment of any such commission or fee hereunder where the relevant Referred Client did not meet the
minimum CPA eligibility parameters agreed between Finalto and the Introducing Broker under Appendix I.
3.8Finalto will not make a payment to a third party or receive payment from a third party under any
circumstances.
3.9No interest shall be payable to the Introducing Broker in respect of the IB Fee Account.
3.10Notwithstanding Clause 3.3, Finalto may amend the level of Payments where necessary to reflect the
provision of the Introducing Broker Services and to comply with applicable law and regulation.
3.11All Payments agreed to be made between the parties shall be deemed to be inclusive of any relevant
sales tax, value -added tax or ad valorem tax or duty.
3.12Finalto shall be entitled to deduct and withhold from any Payments any tax or other amount it is required
by any law or regulation to so deduct or withhold and any other amount payable by the Introducing
Broker to Finalto under this IB Terms.
3.13If a Prospect terminates the relationship with Finalto, or should the contractual relationship with the
Introducing Broker terminate in accordance with the Termination section in these IB Terms, Finalto shall
be under no further obligations to pay any further fees.
3.14Payments under these IB Terms shall be due in the currency agreed upon between the parties, and shall,
in the absence of agreement by the parties, be in a currency that Finalto decides and considers
appropriate in its sole discretion. Finalto shall be free to convert any currency received into the currency
required in such manner as it deems fit and the Introducing Broker shall bear the cost of this.
4 Indemnity, Exclusions of Liability, Warranty, Disclaimer
4.1The Introducing Broker shall indemnify and hold harmless Finalto, its affiliates and their respective
members, managers, directors, shareholders, officers, employees or agents (collectively, the “
Finalto
Indemnified Parties
” and each, a “Finalto Indemnified Party”) on demand against all costs, claims,
losses, damages, liabilities and expenses (including attorneys’ fees and disbursements) whatsoever and
howsoever arising which Finalto may suffer or incur arising, directly or indirectly, out of:
4.1.1any of the Introducing Broker’s representations and warranties made in these IB Terms that may
at any time be untrue or incorrect;
4.1.2any fraud, misrepresentation and/or breach of these IB Terms by the Introducing Broker;
4.1.3any advice given to any person by the Introducing Broker;
4.1.4any claim, action or proceeding to which Finalto may be a party (including any between a third
party and the Introducing Broker) relating to any act or omission of the Introducing Broker;
4.1.5any fraud, wilful misconduct or negligence of the Introducing Broker in connection with the
performance of their respective obligations under these IB Terms and the Finalto Terms and
Conditions;
4.1.6the violation or misappropriation of any Intellectual Property Rights by the Introducing Broker
or its Representatives; or
4.1.7any claim or action against Finalto in relation to any breach of these IB Terms by the Introducing
Broker or to any failure of the Introducing Broker to comply with all applicable laws, rules and
regulations.
4.2Neither party shall be liable to the other party for any losses, costs, expenses or other liabilities arising
out of these IB Terms unless such losses, costs expenses or other liabilities are the result of the fraud,
gross negligence or wilful default on behalf of such party.
4.3Neither party shall be liable to the other for any special, indirect or consequential loss or damage
(including, without limitation, any loss of revenue, business, data, profit, anticipated profit or goodwill)
however caused, arising out of or in connection with these IB Terms.
4.4
Each party shall indemnify and hold harmless the other party, its affiliates and their respective members,
managers, directors, shareholders, officers, employees or agents (each an “Indemnified Party”) on
demand against all costs, claims, losses, damages, liabilities and expenses (including attorneys’ fees and
disbursements) whatsoever and howsoever arising which such Indemnified Party may suffer or incur
arising, directly or indirectly out as a result of a breach by the indemnifying party of its obligations to
any Referred Client. Neither party shall be liable to the other for any special, indirect or consequential
loss or damage (including, without limitation, any loss of revenue, business, data, profit, anticipated
profit or goodwill) however caused, arising out of or in connection with this IB Terms.
4.5Nothing in these IB Terms shall exclude or limit either party’s liability for fraud or death.
4.6Except as expressly provided in these IB Terms or any later amendments hereto, and notwithstanding
anything else in these IB Terms or otherwise:
4.6.1Finalto and the Introducing Broker make no warranties to any person or entity with respect to
any information, content or other materials provided or made available by it hereunder;
4.6.2Finalto and the Introducing Broker shall have no liability for any direct, indirect, incidental or
consequential loss, liability, damage or expense whatsoever (including, without limitation, for
loss of profits, opportunity or use and regardless of whether such loss was direct or indirect),
incurred or suffered by the Introducing Broker or any third party arising from, or otherwise in
connection with, these IB Terms; and
4.6.3Finalto and the Introducing Broker furthermore make no warranties with respect to the services
provided, and explicitly disclaim all other warranties, express or implied, including the implied
warranties of merchantability and fitness for a specific purpose.
4.7The indemnification provisions provided for in this Clause 4 shall remain in effect with respect to any act
or omission which shall have occurred during the term of these IB Terms, without limit of time after the
termination or expiry of these IB Terms, whether such act or omission was discovered during the term
of these IB Terms or at any time subsequent to the termination or expiry of these IB Terms.
5 Proprietary Rights
5.1Subject to Clause 5.3 below:
5.1.1all rights, title and interests including all Intellectual Property Rights which subsist or may subsist
in relation to or over any Finalto trading platform and any other materials made available by
Finalto to the Introducing Broker;
5.1.2any software programs, systems design or subroutines, source or object codes, algorithms,
improvements, inventions, technology, formulae, discoveries, designs, ideas, processes,
techniques, know-how, data, models, concepts, methods and prototypes or other matters,
whether or not patentable (“Inventions”) relating thereto; and
5.1.3any improvements to or modifications of any of the foregoing (by whichever of the parties such
modifications or improvements are created), shall be and shall vest in and/or remain the
property of Finalto or its licensors absolutely. The Introducing Broker shall not acquire any such
right, title or interest in the foregoing. To the extent that such right, title or interest therein first
vests in the Introducing Broker by operation of law or otherwise, the Introducing Broker hereby
(and shall procure that affiliates of the Introducing Broker shall) irrevocably and unconditionally
assigns to Finalto as specified throughout the world without reservation or encumbrance all
such right, title and interest in and to all such Inventions and Intellectual Property Rights, and
improvements to and modifications of them without the requirement of further payment.
5.2Save in respect of Intellectual Property Rights owned by a third party in respect of which Clause 5.3
applies, Finalto warrants that it owns any and all Intellectual Property Rights regarding the Finalto
trading platform(s), and any data, information or files transmitted to the Introducing Broker under these
IB Terms.
5.3With respect to any Intellectual Property Rights which are not owned by Finalto, but by a third-party
provider, and which are made available by Finalto to the Introducing Broker for use pursuant to the IB
Terms Finalto warrants that it has obtained the third party’s consent for its use.
6 Confidential Information
6.1
Each party may have received Information (the “Receiving Party”) and will receive information and
materials from the other party (to the extent providing confidential information, the “Disclosing Party”)
that are confidential, proprietary and/or trade secrets (collectively “Confidential Information”). The
Receiving Party agrees that it will not disclose Confidential Information, either in written or verbal form,
which is received from the Disclosing Party and will hold such Confidential Information in strict
confidence and not disclose it to any person except those who need to know in order for the Receiving
Party to fulfil its obligations under these IB Terms.
6.2For the purposes of this Clause 6, the terms of these IB Terms or any information incidental or related
thereto (including, without limitation, agreements and negotiations entered into pursuant to these IB
Terms) or to the business of Finalto is included within the definition of Confidential Information.
6.3Notwithstanding anything to the contrary in these IB Terms or the termination of these IB Terms, this
Clause 6 shall continue to have effect and be binding on the Introducing Broker without limit in point of
time.
6.4Notwithstanding the foregoing, Confidential Information shall not include any information that:
6.4.1is publicly available or becomes publicly available through no act or omission of the Receiving
Party;
6.4.2is independently developed by the Receiving Party on its own without reference to the
Confidential Information;
6.4.3was previously lawfully known to the Receiving Party at the time such information was received
or obtained by the Receiving Party; or
6.4.4was received by the Receiving Party from a source lawfully having possession of such
information and the right to disclose the same.
6.5If the Receiving Party becomes required by law or regulatory rule to disclose any Confidential
Information furnished by the Disclosing Party, the Receiving Party shall:
6.5.1provide the Disclosing Party with prompt prior written notice of such requirement and the terms
of and circumstances surrounding such requirement (where possible and permitted by the
applicable law or regulation) so that the Disclosing Party may seek an appropriate protective
order or other remedy, or waive compliance with the terms of these IB Terms, and the Receiving
Party shall provide such co-operation with respect to obtaining a protective order or other
remedy as the Disclosing Party shall reasonably request; and
6.5.2if the Receiving Party is legally compelled to disclose Confidential Information or else stand
liable for contempt or suffer other censure or penalty, the Receiving Party may, without liability
hereunder, disclose only that portion of the Confidential Information which such counsel
advises that the Receiving Party is legally required to disclose provided that the Receiving Party
exercises its reasonable endeavours to obtain an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded such Confidential
Information.
6.6Following termination of these IB Terms, each party shall, upon written request of the other party, in
writing promptly return or delete all Confidential Information provided to it pursuant to these IB Terms.
6.7Notwithstanding the foregoing, Finalto may disclose details of the Payments to the Referred Clients to
comply with applicable law and regulation. The parties acknowledge that the Introducing Broker may
also have an obligation to inform Prospects of such Payments.
6.8Subject to the Receiving Party providing prompt written notice of such requirement to the Disclosing
Party (to the extent that it is reasonable and practicable to do so), nothing in this Clause 6 shall not
restrict either party from sharing Confidential Information with (i) external auditors and other
representatives, and (ii) governmental or regulatory bodies having jurisdiction over any of the parties,
subject to the Receiving Party providing prompt written notice of such requirement (to the extent that
it is reasonable and practicable to do so).
6.9Each party shall use reasonable precautions to protect the other’s Confidential Information and employ
at least those precautions that such party employs to protect its own confidential or proprietary
information (subject to Clause 6.11).
6.10Where the Receiving Party breaches any of its obligations hereunder:
6.10.1the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever
remedies it might have at law, and to be indemnified by the Receiving Party from any loss or
harm, including, without limitation, lost profits and attorney’s fees, in connection with any
breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorised use
or release of any such Confidential Information; and
6.10.2the Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence
of any such unauthorised release or other breach.
6.11The Introducing Broker shall ensure robust information barriers are implemented when providing
services to any competitor or potential competitor of Finalto to ensure that no breach of Finalto’s
confidentiality occurs.
7 Data Protection
7.1Each of Finalto and the Introducing Broker operate as independent data controllers in respect of the
data processing activities pursuant to these IB Terms. Accordingly, the Introducing Broker shall ensure
that:
7.1.1they have an appropriate legal ground to transfer any personal data to Finalto that is so
transferred;
7.1.2it has explained to the Prospects the purpose of collection of their personal data, and its transfer
to and use by Finalto, including, but not limited to, the fact that their personal data may be used
for the purpose of Finalto to assessing the possibility of entering into the relevant contractual
relationship with such Prospects; and
7.1.3they shall at no time collect any sensitive data (as this term is defined in any relevant Data
Protection Legislation) of the Prospects of the clients of Finalto.
7.2
Each party shall comply with all applicable requirements of all applicable data protection and privacy
legislation in force from time to time (the “Data Protection Legislation”). In addition, each party shall:
7.2.1consult with the other party about any notices given to data subjects in relation to the
processing of personal data of the Prospects;
7.2.2promptly inform the other party about the receipt of any data subject access request relating
to the Prospects;
7.2.3provide the other party (at the Introducing Broker’s cost) with reasonable assistance in
complying with any data subject access request relating to the Prospects;
7.2.4not disclose or release any personal data of the Prospects in response to a data subject access
request without first consulting with the other party wherever possible;
7.2.5assist the other party, at the cost of the other party, in responding to any request from a data
subject and in ensuring compliance with its obligations under the Data Protection Legislation
with respect to security, breach notifications, impact assessments and consultations with
supervisory authorities or regulators;
7.2.6notify the other party without undue delay on becoming aware of any breach of the Data
Protection Legislation in respect of its data processing, pursuant to these IB Terms;
7.2.7maintain complete and accurate records and information to demonstrate its compliance with
this Clause 7.2; and
7.2.8provide the other party with contact details of at least one employee as point of contact and
responsible manager for all issues arising out of the Data Protection Legislation, including the
joint training of relevant staff, the procedures to be followed in the event of a data security
breach, and the regular review of the parties' compliance with the Data Protection Legislation.
7.3
The Introducing Broker shall indemnify Finalto against all liabilities, costs, expenses, damages and losses
(including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation
and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable
professional costs and expenses) suffered or incurred by Finalto arising out of or in connection with the
breach of the Data Protection Legislation by the Introducing Broker, its employees or agents and/or
breach of Clauses 7.1 and/or 7.2. Finalto shall give the Introducing Broker prompt notice of such claim,
full information about the circumstances giving rise to it, reasonable assistance in dealing with the claim
and sole authority to manage, defend and/or settle it. The liability of the Introducing Broker under this
Clause shall be subject to the limits set out in Clause 4.
7.4
Further information regarding how Finalto collects, uses, retains and shares personal data is set out in the relevant Finalto Entity website . The Introducing Broker shall draw this notice to the attention of those of its staff that are included in the arrangements detailed in this Agreement.
8 Term and Termination
8.1These IB Terms shall commence with effect from the effective date and shall continue in force subject
to termination in accordance with this Clause 8.
8.2Either Party may terminate these IB Terms at any time without any cause by giving written notice to the
other Party and the IB Terms will be immediately terminated upon giving that notice, unless otherwise
agreed between the Parties or unless otherwise specified in the notice.
8.3
Either party (the “Notifying Party”) shall be entitled at any time by giving written notice to the other to
terminate these IB Terms immediately:
8.3.1in the event that the other party commits a breach of these IB Terms and (if capable of remedy)
fails to remedy the same within ten (10) days of being required by the Notifying Party in writing
to do so (such notice to give reasonable particulars of the alleged breach);
8.3.2if the other party is unable to pay its debts as they fall due, or takes any step with a view to
rescheduling or deferral of any material part of its indebtedness, or proposes or makes an
arrangement or composition with or for the benefit of its creditors;
8.3.3on the other party passing a resolution, or the court making an order, that such other be wound
up, if a receiver, administrative receiver, administrator or like person is appointed in respect of
all or a material part of such other’s business or assets, if such other party enters into any
composition or arrangement with its creditors, or if any event analogous to the foregoing occurs
under the laws of any relevant jurisdiction;
8.3.4if any authority having jurisdiction over the business being conducted by these IB Terms or any
authority of a territory or nation in which business contemplated by these IB Terms is being
conducted establishes a regulatory scheme which in either party’s sole discretion would make
compliance with the terms of these IB Terms economically unfeasible;
8.3.5if the other party, or any of its officers, directors, members, managers or principals, has been
found by a judicial body or regulatory agency to have perpetrated fraud or any other act of theft
or dishonesty or have been accused of a crime, if that fraud, theft, act of dishonesty or crime is
of such notoriety as would bring disrepute to either party;
8.3.6if the other party has acted with disregard for the care and maintenance of client relationships;
or
8.3.7if it becomes unlawful for either party to perform or comply with any one or more of its
obligations under these IB Terms.
8.4Termination shall not affect accrued rights and remedies nor the continuance in force of any provision
hereof which expressly or by implication is intended to survive termination.
8.5The Introducing Broker shall not be entitled to any Payments in respect of any trades made by Referred
Clients after the date of termination.
8.6Nothing in these IB Terms shall prevent or restrict Finalto from dealing with Prospects and Referred
Clients after termination.
8.7Should the relationship between Finalto and the Introducing Broker terminate in accordance with this
Clause 8, the Introducing Broker shall promptly notify all Prospects that the relationship between the
parties has been terminated.
9 General
9.1The Introducing Broker is not the agent of Finalto. Nothing in these IB Terms is intended to or shall
operate to create a partnership, joint venture, employment and representative or agency relationship
between the parties. Neither party is the agent of or has any authority to bind or make any
representation or warranty on behalf of the other. Neither party shall hold itself out as such an agent
and/or as having any such authority.
9.2These IB Terms constitute the entire agreement and understanding of the Parties and supersede any
previous agreement (whether oral or written) between the Parties relating to the subject matter of these
IB Terms. The Parties acknowledge and agree that, in accepting these IB Terms, they do not rely on, and
shall have no remedy in respect of, any statement, representation, warranty or understanding (whether
negligently or innocently made) of any person (whether party to these IB Terms or not) other than as
expressly set out in these IB Terms.
9.3Each of the provisions of these IB Terms is separate and severable and enforceable accordingly. If any
provision or part thereof is found by a court to be invalid but would be valid if the provision or part of
the wording were deleted, then the same shall apply with such deletions as are necessary to make the
same valid and enforceable.
9.4
Neither party will be deemed in breach of these IB Terms nor liable to the other in the event of any delay
or failure to perform by reason and to the extent and duration of any cause beyond its reasonable control
including, without limitation, failure of a utility service, breakdown failure or interruption of power
supply or any electronic communication transmission or information system, accident, breakdown of
equipment, plant or machinery, fire, flood, storm, default of sub-contractors or suppliers, act of God,
war, civil war, armed conflict, terrorist attack, riot, civil commotion, malicious damage, nuclear, chemical
or biological contamination, sonic boom, failure or delay of any third party, compliance with law and/or
any regulatory system (“Force Majeure”). Each party shall promptly notify the other of any such cause.
If any Force Majeure event lasts longer than thirty (30) days, either party may terminate these IB Terms
immediately upon written notice to the other party.
9.5The failure to exercise or delay in exercising a right or remedy provided by these IB Terms or by law does
not constitute a waiver of the right or remedy or a waiver of other rights or remedies. A waiver of a
breach of any of the terms of these IB Terms or of a default under these IB Terms does not constitute a
waiver of any other breach or default and shall not affect the other terms of these IB Terms. A waiver of
a breach of any of the terms of these IB Terms or of a default under these IB Terms will not prevent a
party from subsequently requiring compliance with the waived obligation.
9.6The Introducing Broker shall not, without the prior express written consent of Finalto, assign, transfer,
charge, sub-license or deal in any other manner with these IB Terms or any of its rights and/or liabilities
under them. Finalto shall be entitled to assign, transfer, charge, sub-license or deal in any other manner
with these IB Terms or any of its rights and/or liabilities under them.
9.7Any notice under these IB Terms shall be in writing and shall be served by delivering it personally or
sending it by pre-paid first class post or email to the contact details set out below (or the other business
address of the party to be served from time to time) or the email addresses of the parties from time to
time. Any such notice shall be deemed to have been received: (a) if delivered personally, at the time of
delivery; (b) upon receipt by the addressee if delivered by courier; (c) in the case of pre-paid first class
post, one (1) day from the date of posting; (d) in the case of registered airmail, three (3) days from the
date of posting; and (e) when sent by email.
9.8
Any such notice to Finalto shall be given or made to the contact details provided in the form below (or as otherwise notified by Finalto). The Introducing Broker details shall be provided in the Online Application Form or as otherwise may be communicated to Finalto by the Introducing Broker. Otherwise, communication details that were last notified or are otherwise known to the relevant party may be used.
Party: Finalto
Address: the relevant Finalto entity registered office address
Email: partners@markets.com; with a copy to legal@markets.com; and any other email address
specified by Finalto from time to time.
9.9No delay or omission on the part of either of the parties in for a specific purpose exercising any right,
power or remedy provided by law or under these IB Terms, or partial or defective exercise thereof, shall:
9.9.1impair or prevent further or other exercise of such right, power or remedy; or
9.9.2operate as a waiver of such right, power or remedy.
9.10These IB Terms shall be governed by and construed in accordance with the laws of England and Wales,
and the Parties irrevocably submit to the exclusive jurisdiction of the courts and tribunals in that State.
Any dispute, controversy, or claim arising out of, or in relation to, these IB Terms, including the validity,
invalidity, breach, or termination thereof, shall be resolved by one arbitrator in accordance with the laws
of laws of England and Wales.
9.11Those provisions of these IB Terms which by their nature are intended to survive the termination or
expiry of these IB Terms shall continue as valid and enforceable obligations of the parties,
notwithstanding any such termination or expiry.
9.12If any action or proceeding is brought by or against Finalto or its affiliates, against or by a third party, in
relation to any transaction with the Introducing Broker entered into pursuant to these IB Terms, the
Introducing Broker shall co-operate with Finalto and its affiliates to the fullest extent possible in the
prosecution or defence of such action or proceeding.
9.13Finalto may amend or supplement these IB terms with further terms, parties or agreements from time
to time by giving the Introducing Broker prior written notice. Such changes shall take effect on the date
the changes are communicated to the Introducing Broker.
9.14By continuing to conduct business with Finalto, the Introducing Broker agrees to and accepts any
amendments to these IB Terms.
9.15These IB Terms may be executed in any number of counterparts, each of which is an original but such
counterparts shall, together, constitute one instrument.
Appendix I
1 Payment Terms
Notwithstanding Clause 3.1 of the IB Terms, from time to time, Finalto shall remunerate the Introducing Broker for introducing Prospects to Finalto as agreed between Finalto and the Introducing Broker in writing, including by email or as otherwise communicated to the Introducing Broker by Finalto. Subject to this, such payments shall be made monthly in arrears.
2 General
2.1
For the purposes of these IB Terms an “Referred Client” means a Prospect who (during these IB Terms)
as a result of a referral by the Introducing Broker to Finalto opens an account with Finalto for services,
but excluding any person who has at that time or has previously had an account with Finalto, the
Introducing Broker, its employees and affiliates.
2.2All Payments and fees due to the Introducing Broker or owed to Finalto under this Appendix I will be
credited or debited to your IB Fee Account held with Finalto in arrears on a monthly basis (unless
otherwise expressly agreed to by Finalto in writing in its sole discretion).
2.3Finalto shall be entitled to deduct and withhold from any Payments any tax or other amount it is required
by any law or regulation to so deduct or withhold and any other amount payable by the Introducing
Broker to Finalto under these IB Terms.
Appendix II
FINALTO Entities
|
FINALTO entities include: |
| 1 |
Finalto (BVI) Limited, Luna Tower, Company Registration No: 1579108, Licence No: r SIBA/L/14/1067,
Registered Address: Waterfront Drive, Road Town, Tortola, VG1110, British Virgin Islands. |
| 2 |
Finalto International Ltd, Company Registration No: 27030 BC2023, Licence No: 46860,
Registered address: Suite 310, Griffith Corporate Center, Beachmont, Kingstone, St. Vincent and the Grenadines. |
| 3 |
Finalto (South Africa) Pty, Company Registration No: 2014/049713/07,
Registered Address: Boundary Place 18 Rivonia Road, Illovo Sandton, Johannesburg, Gauteng, 2196, South Africa. |
|
Any other entity specified by Finalto from to time. |
