Darwinex Signal Provider Agreement

1 INTRODUCTION

1.1 Tradeslide Trading Tech Limited (company number 08061368) whose registered office is Acre House, 11-15 William Road, London NW1 3ER (TTT, we, us or our as appropriate) buys Signals from Signal Providers and

1.1.1 uses such Signals for the provision of a Managed Service to its Regulated Entity Clients based on strategies developed using various proprietary technologies and methods.

1.1.2 sells those Signals to a Regulated Entity in its group, that Regulated Entity providing a Managed Service to its Regulated Entity Clients based on strategies developed using various proprietary technologies and methods.

1.2 In this Agreement you are referred to as you or the Signal Provider. You submit signals to TTT by either trading for your own account or via other electronic means as agreed by TTT and the User from time to time.

1.3 TTT or a Regulated Entity in its group wishes to commercialise one or more trading strategies, developed using proprietary technologies and methods that are reflective of Signals provided by the Signal Provider, in the provision of its discretionary management services to its clients.

1.4 TTT and the Signal Provider have agreed that TTT or another Regulated Entity may develop one or more trading strategies based on the Signals generated by the Signal Provider, on and subject to the following terms and conditions (Agreement), which in relation to the provision of Signals by the Signal Provider forms the agreement in relation to all dealings between us and you. This Agreement is separate from any other agreement between us or any agreement between you and a Regulated Entity, this Agreement only governing the provision of Signals to us.

1.5 Unless we notify you otherwise, our contact details are:-

Acre House, 11-15 William Road, London NW1 3ER

E: info@darwinex.com

1.6 Where you do not sign this Agreement in writing, your electronic acceptance of the terms and conditions of this Agreement will be taken as your consent and intention to be legally bound by this Agreement.

1.7 In relation to the provision of Signals by you, this Agreement shall supersede any previous agreement, arrangement or understanding, whether written or oral, between us as to the basis on which we provide services to you.

1.8 You undertake (which is a type of contractually binding promise) to notify us immediately of any changes to any information you have provided, or that you will provide, to us in connection with this Agreement.

1.9 In entering into this Agreement you authorise us or any agent acting on our behalf to investigate your identity or credit standing and to contact such banks, financial institutions and credit agencies as we or they shall deem appropriate to verify such information. You further authorise us or any agent to investigate any current and/or past investment activity, and in connection therewith, to contact such banks, brokers and others as we shall deem appropriate.

1.10 We may need to complete certain Know Your Supplier (KYS) checks and accept you as a Signal Provider before you provide Signals or are entitled to the payment of fees to you. We may refuse to accept you as a Signal Provider for any reason, and we are not obliged to provide you with any reason for doing so. We may obtain personal data from a third-party agent for the purposes of KYS and processing your application including the results of checks with credit reference and fraud prevention agencies (who may keep a record of the search) and other financial organisations.

1.11 Certain words and expressions appearing in this Agreement have been given particular meanings. Where capitalised words are not defined in the relevant clause, the definitions set out in clause 19 (Definitions) shall apply.

1.12 We will communicate with you in the English language and all transactions you enter into with or through us will be concluded in the English language.

1.13 Time will be of the essence in respect of your obligations under or in connection with this Agreement and any Signal. This means that times and dates specified in this Agreement or specified by us in relation to the performance of obligations under this Agreement are vital and mandatory. Any delay, reasonable or not, may be grounds for terminating this Agreement.

2 YOUR STATUS AS A SIGNAL PROVIDER AND YOUR OBLIGATIONS

2.1 There are some key differences between being a Signal Provider and being a client of TTT or of one of our other Regulated Entities – we call a client of one of our regulated entities a Regulated Entity Client in this Agreement, as follows:-

You are not a client

2.1.1 In relation to the relationship governed by this Agreement, you are not our client for the purposes of Applicable Regulations, as we are not providing you with a service in the course of undertaking a regulated activity. This means you do not have the protections which Applicable Regulations provide to Regulated Entity Clients. This does not affect any protections you have in relation to any other agreement between us under which you are a Regulated Entity Client.

You are not an employee or our partner

2.1.2 This Agreement is not a contract of service and you do not become our employee if you enter into it. Neither does it create any partnership or joint venture between us.

Intellectual property in a Strategy belongs to us

2.1.3 All rights to and intellectual property in any of the Strategies belongs to us or our Associates.

We do not advise you

2.1.4 Nothing in this Agreement requires us to provide any investment, taxation or other advice and we will not provide you with any such advice, whether in relation to the terms of this Agreement or any Trades you undertake.

You are not our agent

2.1.5 You are not our agent and you have no authority to bind us to any agreement nor to give any undertaking or make any representation on our behalf.

Your obligations

2.2 Your obligations under this Agreement are as follows and you agree with us that you:-

2.2.1 will not take any steps which would prevent us from being able to receive Signals during the term of this Agreement;

2.2.2 will not seek to contact directly, or solicit or procure any third party to contact directly any Regulated Entity Client;

2.2.3 will allow us to display your username and Signal history on our Website or any marketing or promotional materials and without regard to the purpose of such display;

2.2.4 will notify us as soon as practicable if you are contacted directly by any Regulated Entity Client, and you will not have any dealings with any such Regulated Entity Client;

2.2.5 will not undertake any promotional activity, distribute any promotional material or otherwise advertise any Service on behalf of a Regulated Entity or on the Signal Provider’s behalf unless the Signal Provider has entered into an Introducer Agreement with us, and then only to undertake such acts and activities are permitted by that agreement;

2.2.6 where we have notified you that your Signals in relation to specific genres of Orders or Trades are to be deployed in informing a Strategy to take such steps as may be reasonably be required or we may request, acting reasonably, to provide us with details of your Trades and Orders as soon as practicable after they are placed or executed

2.2.7 consent to any of our Associates using Signals for such purposes as any such Associate shall see fit;

2.2.8 not to enter into any agreement with an Introducer except through us, and to notify us should an Introducer seek to directly enter into an agreement with you; and

2.2.9 appoint us as your agent for the purposes of agreeing the commercial terms of an Introducer Agreement with an Introducer, which while entered into by us with the relevant Introducer, determines certain fees we will pay to you. We will only enter into any such Introducer Agreement if you have agreed the basis of fees payable to you.

General

2.3 We reserve the right to modify, suspend or discontinue, temporarily or permanently, all or any of our Services (in whole or in part) with or without notice. You agree that we will not be responsible or liable to you for any modification, suspension or discontinuance of any of our Services.

3 CONSENT TO ELECTRONIC COMMUNICATION

You consent to communications being made via electronic media. If you do not or no longer wish to communicate via electronic media, you must notify us and revoke this consent in writing. Communications sent by electronic media shall be treated as satisfying any legal requirement that a communication should be signed and in writing, to the extent permitted by applicable law.

4 FEES

4.1 If we intend to allocate Capital to a Strategy developed from Signals provided by you and believe it is in our interests to provide you with reward for doing that, we will notify you of the basis of how that reward is calculated, the period over which any reward will be paid and when it will cease to be paid.

4.2 Payment to you of any such reward may be subject to a €100 minimum payment or to other requirements, such as the provision by you of an invoice to us. Please note that payments to certain jurisdictions may not be able to be made in local currency. In order to receive payment, it may be necessary for your Nominated Account to be able to accept EUR, GBP or USD. Additionally, our ability to pay may be restricted depending on the type of bank account you hold, whether it is a personal or business account, or even on the individual bank where the account is based. Please note that just because we have been able to make a payment to an account in the past in a given jurisdiction in a given currency, this is not a guarantee of being able to continue to do so in the future. We accept no liability for any losses or damages that may arise as a result of our inability to make payment due to any of the aforementioned restrictions or limitations. It is your responsibility to ensure that you are able to accept payment in the required currency and to make any necessary arrangements to do so.

4.3 If under any other agreement between us you owe us any money, we may deduct that from any fees payable to you.

4.4 Any fees we hold pending payment do not amount to client money for the purposes of the Client Money Rules and are not segregated from our own money.

4.5 From time to time, we may, at our entire discretion, provide financial rewards or inducements to you in relation to your use of Darwinex, for example by way of prize money when we run competitions or where we allocate our Capital to a Strategy which has been developed using Signals provided by you. Any such Capital allocation is at our entire discretion and it is not a condition of this Agreement that we make any such Capital allocation, make competitions available to users of Darwinex, provide any prize money or allocate any such prize money. It is vital you note that there is no guarantee of any reward to you for using Darwinex.

4.6 The Signal Provider agrees that the Signal Provider is responsible for all applicable taxes associated with fees, including but not limited to any income, profits and gains and any other tax, duty, contribution, levy or charge in the nature of tax of any nature, whether domestic or foreign. The payment of fees shall be inclusive of any value added tax or other sales tax which the Signal Provider is obliged to account for to HMRC or any similar taxation authority.

4.7 The allocation of any Capital and the terms on which it is allocated, including any reward payable to you, are entirely within our discretion and unless otherwise indicated by us in writing it is not our intention to create legal relations with you in relation to any such allocation.

5 THIRD PARTY APPLICATIONS

5.1 You take sole responsibility for any third-party applications that you use in conjunction with your trading.

5.2 Where TTT or any of our Regulated Entities has an agreement with you for the provision to you of XO Services, the use of any Automatic Trading Tool is prohibited without that entity’s prior written consent. Entry into this Agreement does not amount to consent to use of any Automatic Trading Tool. Please note that even if any Regulated Entity does give consent to the use of any Automatic Trading Tool under its XO Services Agreement with you, we reserve the right on behalf of the relevant Regulated Entity, in its sole discretion, under that agreement to restrict, ban or otherwise prohibit the use of any particular Automatic Trading Tool or to disable your Trading Account for all Automatic Trading Tools. Should any Regulated Entity do so we will not be liable to you for any Loss under this Agreement

6 MARKET DISRUPTION

6.1 For the purposes of this Agreement, a “Disruption Event” is the occurrence of any of the following circumstances or events in relation to generation of any Signal:

(a) the Underlying Market related to the Market to which your Signals relate or the Exchange on which the Underlying Market trades, whether directly or indirectly (example: on a future of or option on such Underlying Market), is the subject of a takeover offer or a merger offer; or the issuer of such Underlying Market or operator of Exchange has entered into or is the subject of insolvency or liquidation proceedings (or any Insolvency Event has occurred in relation to such issuer or operator); or

(b) any event which disrupts the trading of the underlying security or trading on the Exchange including the suspension of or limitation of trading by reason of movements in price exceeding limits permitted by the relevant Exchange, or of regulatory or other intervention, or early closure of the Exchange or otherwise, and/or any other event causing market disruption, and which is a material disruption.

6.2 We will not be liable for any Loss suffered by you as a result of the suspension of trading or any Service to any TTT or other Regulated Entity Client as described in this clause 6 arising as a result of a Disruption Event or otherwise, except as a result of our fraud or wilful default.

7 IMPROPER ACTIVITY

7.1 You agree and undertake to generate Signals in good faith by observing recognised standards of market conduct. This means you will not trade in an abusive manner (for example, by using any electronic device, software, algorithm, server or any dealing strategy that aims to manipulate or take unfair advantage of any market or trading platform, exploiting a fault, loophole or error in any software, system or platform, by collusion, using a trading strategy designed to return profits by taking advantage of internet latencies, delayed prices or through high volumes of transactions targeting tick fluctuations rather than movements reflecting the correct underlying prices, or by any other means) such that any Signal is not generated in keeping with recognised standards of market conduct.

7.2 Any improper activity under clause 7.1 is considered a breach of this Agreement. We may, acting reasonably and in good faith and in our sole discretion immediately terminate this Agreement should we believe you have undertaken any improper activity when trading.

8 MARKET CONDUCT AND OTHER REGULATORY REQUIREMENTS

8.1 In addition to your representations and warranties made elsewhere in this Agreement, each time you open or close a Trade, you represent and warrant to us that:

(a) where you have an economic interest in the underlying instrument of a Trade you must disclose your interest where required by the relevant laws and regulations;

(b) you will not place and have not placed a Trade or Order that contravenes any law, rule or regulation against insider dealing or market abuse;

(c) You undertake to familiarise yourself and comply with any Applicable Regulations.

8.2 We may report or disclose any Trade or other transaction undertaken by you to any relevant Regulatory Authority as may be required by law or best practice.

9 REPRESENTATIONS AND WARRANTIES

9.1 You represent and warrant to us (i.e. you are making statements and promises on which we will rely when we provide services to you and you therefore need to make sure that they are accurate as you will be responsible and liable to us if they are not) that:

9.1.1 if you are an individual, you are at least 18 years of age, of sound mind and have the legal capacity to enter into a legally binding agreement with us;

9.1.2 if you are a corporation, you are duly incorporated and validly existing under the laws of the country of your incorporation and that you have approved the opening of an account with us by a board resolution certified by the corporation’s officers;

9.1.3 no person other than you has or will have a beneficial or other ownership interest in your account(s);

9.1.4 this Agreement, each transaction and the obligations created under them are binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;

9.1.5 you have all authority, powers, consents, licences and authorisations required by you to enter into this Agreement, to perform your obligations under this Agreement and to provide Signals to us; and

9.1.6 the information you have disclosed to us in relation to you, your trading history and your Trades (including any financial information and any amendment to that) is true, accurate and complete in all material respects (unless otherwise notified to us in writing.

10 COVENANTS

10.1 You covenant to us (i.e. you make a contractually binding promise to us that you will do things on which we will rely when dealing with you under this Agreement and you therefore need to make sure that you keep those promises as you will be responsible and liable to us if you do not) that:

10.1.1 you will at all times obtain and comply, and do all that is necessary to maintain in full force and effect, all authority, powers, consents, licences and authorisations necessary for you to comply with your obligations under this Agreement;

10.1.2 you are willing and able, upon request, to provide us with information in respect of your financial position, domicile or other matters;

10.1.3 you will promptly notify us in writing of the occurrence of any bankruptcy or Insolvency Event or anything similar;

10.1.4 you will:

(a) comply with all applicable law in relation to this Agreement and any transaction, so far as they are applicable to you; and

(b) use all reasonable steps to comply with all applicable law and regulations in relation to this Agreement and each transaction, where such applicable law and regulations do not apply to you but your cooperation is needed to help us comply with our obligations; and

10.1.5 upon demand, you will provide us with such information as we may reasonably require to evidence the matters referred to in this clause.

11 CONFIDENTIALITY AND DATA PROTECTION

11.1 We may obtain information, including Personal Data from you during the course of our relationship with you and we will process such Personal Data as a Controller. Personal Data means any information relating to an identified or identifiable natural person, namely one who can be identified, directly or indirectly from that information alone or in conjunction with other information. Please refer to our Privacy Policy for full details which can be found on our Website.

11.2 We may share Personal Data with our Associates as part of our ordinary business and for the purposes of this Agreement. When sharing Personal Data with our Associates this may mean that information is transferred internationally, in which case we will maintain protocols to help ensure appropriate measures are in place to safeguard your Personal Data, as set out in our Privacy Policy.

12 INTELLECTUAL PROPERTY RIGHTS

12.1 Our Websites may incorporate third party data, text, images, software, multi-media materials and other content (Third Party Content) and references to “our Websites” shall be taken to include all materials, content and services made available from time to time on our Websites whether viewed on screen or downloaded to another computer including, without limitation, Third Party Content.

12.2 Our Websites are protected by copyright, database rights and other intellectual property rights. You acknowledge that we and/or third parties retain all right, title and interest in and to our Websites.

12.3 Except as otherwise specifically agreed in writing or to the extent necessary for you to view our Website in accordance with the Agreement, you shall not:

12.3.1 copy our Website in whole or in part (except to make backup copies solely for disaster recovery purposes);

12.3.2 display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, time-share, lend or transfer or in any way exploit our Website in whole or in part;

12.3.3 embed our Website into other products;

12.3.4 use our Website in any file sharing arrangement;

12.3.5 create embedded links from any software program to our Website;

12.3.6 remove or obscure any of our copyright notices or those of any of our Associates;

12.3.7 use any of our trademarks, service marks, domain names, logos, or other identifiers or those of any of our third party suppliers; or

12.3.8 save to the extent permitted by law, reverse engineer, decompile, disassemble, or access the source code of our Website.

13 FORCE MAJEURE EVENT

13.1 If we are prevented, hindered or delayed from performing any of our obligations under this Agreement by a Force Majeure Event, then our obligations under this Agreement will be suspended for so long as the Force Majeure Event continues and to the extent that we are so prevented, hindered or delayed. We will not be deemed to be in breach of this Agreement or otherwise be liable to you by reason of any delay or failure in performance of any of the obligations under this Agreement to the extent that the delay or failure is caused by a Force Majeure Event, and time for performance will be extended accordingly.

13.2 A Force Majeure Event means:

(a) acts of God, war, hostilities, riot, fire, explosion, accident, pandemic, flood, sabotage, power supply interruption, failure of communications equipment, lock-out or injunction, compliance with governmental laws (domestic or foreign), regulations or orders or breakage or failure of machinery;

(b) the suspension or closure of any market or the abandonment or failure of any system on which we or any of our Associates trade or instruct trades on behalf of TTT or other Regulated Entity Clients or the imposition of special or unusual terms on trading in any such market or on any such system; or

(c) the occurrence of excessive movement in the price of, or loss in the liquidity of, any of TTT or our other Regulated Entity’s indices or Products and/or any corresponding market, or our reasonable anticipation of such, or any other cause whether or not of the class or kind referred to above which affects performance of this Agreement arising from or attributable to acts, events, omissions, or accidents beyond our reasonable control. See also clause 6.1 (Market Disruption) as to Market Disruption.

14 TERMINATION

EVENTS OF DEFAULT AND TERMINATION

14.1 If any Event of Default occurs, we may immediately terminate this Agreement.

14.2 Without limiting any right to terminate this Agreement at any time, we may suspend receipt of Signals from you, and suspend payment of fees to you, in the following circumstances:

(a) If you are a TTT or Regulated Entity Client for an XO Service, you are in breach of the XO Services Agreement between TTT or the Regulated Entity and you or that agreement is suspended;

(b) any information supplied by you during the term of this Agreement or at any other time is found or believed to be misleading or false;

(c) you enter into any Trade in contravention of clause 7 (Improper Activity);

(d) you enter into any Trade in contravention of clause 8 (Market Conduct and Other Regulatory Requirements) or where we have reasonable grounds for suspecting that your Trade has been entered into a breach of clause 8;

(e) we have reasonable grounds for suspecting your trading activity may have involved market abuse, money laundering or any criminal activity;

(f) we have reasonable grounds to suspect you are copying the trades of others and any strategy you adopt is not your own strategy which you have independently developed;

(g) we have not received within ten (10) calendar days of a written request all information which we reasonably require in connection with this Agreement;

(h) your Signal activity is of such a size or style that we no longer wish to deal with you and for these purposes consistently or materially trading outside the Signal Provider Guidelines may be a factor in us forming such a wish;

(i) where any regulatory body has queried transactions relating to your account for whatever reason and pending receipt of guidance or instructions from that body or other resolution;

(j) we have reasonable grounds for suspecting that you are taking unfair advantage of any market or trading system or are otherwise acting in an unfair manner (for example, by using any electronic device, software, algorithm, server or any dealing strategy that aims to manipulate or take unfair advantage of our Services, exploiting a fault, loophole or error in any software, system or Platform by collusion, or by any other means);

(k) we are in an ongoing dispute with you and decide that we are unable to continue to deal with you;

(l) entering into this Agreement with you is against Applicable Regulations; or

(m) you are abusive to our staff.

14.3 Upon giving you notice of our intention to terminate this Agreement, we will pay you such Fees as have accrued to the date of termination, subject to payment of those Fees being lawful.

14.4 You may terminate this Agreement at any time, by notice in writing to us by giving us not less than 30 days notice in writing of such termination. Without prejudice to any other rights of termination we have under this Agreement, we may terminate this Agreement upon notice in writing to you at any time by giving you not less than 30 days’ notice in writing of such termination. Termination shall be without prejudice to any accrued or outstanding rights and obligations of either you or us.

14.5 Termination will not affect your or our accrued rights, indemnities, existing commitments or any other contractual provision intended to survive termination of the Agreement.

15 INDEMNITY AND LIABILITY

15.1 Nothing in this Agreement shall limit or exclude our liability to you in respect of:

(a) your death or personal injury caused by our negligence; or

(b) Loss caused by fraud or fraudulent misrepresentation.

15.2 Unless prohibited from excluding liability by law, we will not be liable to you for incidental, special, punitive or consequential damages caused by any act or omission of ours under this Agreement. This limitation will include claims relating to loss of business, loss of profits, loss of opportunity, failure to avoid loss, loss of goodwill or reputation or the corruption or loss of data.

15.3 You will be responsible to Tradeslide Trading Tech Limited, its principals, officers, directors, employees, agents, successor and/or assignees, for all Losses, claims, proceedings and expenses (including but not limited to legal expenses and experts' fees) arising (whether directly or indirectly) out of or in connection with (i) any failure by you to perform any of your obligations under this Agreement, (ii) any false information or declaration made to us or to any third party, or (iii) your placing any Trade or Order which breaches any regulatory or legal requirements and which results in a Signal.

16 AMENDMENTS, WAIVERS AND RIGHTS

16.1 We may, from time to time, amend or vary these terms for the following reasons:

(a) to comply with or reflect a change of Applicable Regulations or decision by a Regulatory Authority;

(b) to make them clearer, more favourable to you or to correct a mistake or oversight (provided that any correction would not be detrimental to your rights);

(c) to provide for the introduction of new, or the amendment of existing systems, Services, procedures, processes, changes in technology and products (provided that any change would not be detrimental to your rights); or

(d) to reflect legitimate increases or reductions in the cost of providing Services.

16.2 We will notify you of any proposed change to the terms by sending you a written copy of the proposed changes at least ten (10) Business Days prior to the changes coming into effect unless such amendment or variation is required sooner as a result of a change of Applicable Regulations.

16.3 If you wish to terminate the agreement as a result of changes we propose to make to these terms, you may do so in accordance with clause 14 (Termination) by sending written notice to us within the period set out in the amendment notice after which the changes will become effective.

16.4 If you do object to the amendment or variation, the amendment or variation will not be binding on you and this Agreement will terminate forthwith.

16.5 Any amendment or variation will supersede any previous agreement between us on the same subject matter.

16.6 No delay in the exercise or non-exercise by either party of any right, power or remedy provided by law or under or in connection with this Agreement will impair such right, power or remedy or operate as a waiver or release of that right. Any waiver or release must be specifically granted in writing, signed by the party granting it.

16.7 The rights and remedies of each party under this Agreement are cumulative and not exclusive of any rights or remedies of that party under the general law. Each party may exercise each of its rights as often as it thinks necessary.

16.8 We do not require the consent of any Associate or Associated Company of ours to amend, vary, modify, suspend, cancel, or terminate any provision of this Agreement.

17 NOTICES

17.1 We will generally communicate with you via email or our Websites but, if it is more appropriate to do so, we will communicate with you by letter, telephone, social media, or SMS. We will communicate with you in writing where the Agreement or Applicable Regulations requires us to. You agree and consent to us communicating with you in this manner.

17.2 If you are required to communicate with us in writing by the Agreement, please contact us at info@darwinex.com.

17.3 All communications between you and us will be in English.

17.4 It is your responsibility to keep your contact details up to date and notify us immediately of any changes in writing. If at any time you are unable, for whatever reason, to communicate with us or you do not receive any communication sent by us under this Agreement we will not:

(a) be responsible for any loss, damage or cost caused to you by any act, error, delay or omission resulting therefrom where such loss, damage or cost is a result of your inability to open a Trade and/or generate a Signal; and

(b) except where your inability to instruct us or communicate with us results from our fraud, wilful default or negligence, be responsible for any other loss, damage or cost incurred by or cause to you by any act, error, omission or delay resulting therefrom including without limitation, where such loss, damage or cost is a result of your inability to close a Trade.

17.5 You acknowledge and agree that any communication transmitted by you or on your behalf is made at your risk and you authorise us to rely and act on, and treat as fully authorised and binding upon you, any communication (whether or not in writing) that we reasonably believe to have been made or transmitted by you or on your behalf by any agent or intermediary whom we reasonably believe to have been duly authorised by you.

17.6 Subject to Applicable Regulations, any communications between us using electronic signatures will be binding to the same extent as if they were in writing. By agreeing to these terms and conditions you give your consent to the receipt of communications by electronic means. If you no longer wish to communicate in this way, you must revoke your consent in writing.

17.7 You hereby agree and consent to all telephone communications made by or to you or on behalf of you with us being recorded. These recordings will be our sole property and may be used for training purposes, to confirm instructions, as evidence in the event of a dispute or as may be required by a Competent Regulatory Authority.

17.8 You agree and consent to the receipt of documents in electronic form via email, our Websites or other electronic means.

18 GENERAL

18.1 Outstanding rights and obligations and transactions shall survive the termination of the Agreement, and shall continue to be governed by its provisions. If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect.

18.2 Any failure by us (whether continued or not) to insist upon your compliance with any provision of the Agreement shall not constitute nor be deemed to constitute a waiver by us of any of our rights or remedies. The rights and remedies conferred upon us under this Agreement shall be cumulative and the exercise or waiver of any part thereof shall not preclude or inhibit the exercise of any other additional rights and remedies.

18.3 No action, regardless of form, arising out of or in connection with the Agreement, or otherwise existing between the parties, may be brought by a party more than two years after the cause of action is discovered. Discovery of action must be reported within two years of termination of this Agreement.

18.4 The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement or to any agreement or document entered into pursuant to the Agreement and only the parties with explicit rights or obligations pursuant to the Agreement may enforce any term of and benefit from the Agreement.

19 DEFINITIONS AND INTERPRETATION

19.1 Unless the context requires otherwise, any reference to:

19.1.1 a clause, sub-clause, paragraph or term is a reference to a clause, sub-clause, paragraph or term of this Agreement;

19.1.2 a party or the parties, is to a party or to the parties (as the case may be) to this Agreement;

19.1.3 a statute or statutory provision includes any consolidation or re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time and includes all instruments or orders made under such enactment;

19.1.4 a person includes a firm, corporation and unincorporated associations, trust, government, state or agency of state, or any association or partnership or joint venture (whether or not having a separate legal personality);

19.1.5 a time of day is to the time in London, United Kingdom unless specified otherwise; and

19.1.6 a document is a reference to that document as varied, supplemented or replaced from time to time.

19.2 Any words following the terms including, include, example, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

19.3 General words will not be given a restrictive interpretation by reason of this being preceded or followed by words indicating a particular class of acts, matters or things.

19.4 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

19.5 The following words and expressions shall have, unless otherwise specified, the following meanings:

Act means the Financial Services and Markets Act 2000

Agreement is defined in clause 1.1.

Applicable Regulations means as appropriate: (a) the FCA Rules; (b) rules of a relevant regulatory or other governmental authority; (c) the rules of a relevant Exchange; and (d) all other applicable laws, rules and regulations as in force from time to time, as applicable to this Agreement or the Products and Services.

Associate has the meaning given in section 1152 Companies Act 2006.

Associated Company means any holding company or subsidiary company (as defined in the Companies Act 2006) and/or any subsidiary company of any such holding company or its subsidiaries.

Automatic Trading Tool means an algorithmic or other trading tool or technique which operates with no or limited human interaction.

Business Day means a day (not being a Saturday or Sunday) when banks are open in London for the transaction of general banking business.

Client Money Rules refers to the rules as set out in CASS 7 of Client Assets (CASS) in the FCA Rules.

Capital means our own funds or money held or managed by us or any of our Associates.

Competent Regulatory Authority means any court, governmental body or regulatory authority having authority over your Trade.

Disruption Event is defined in clause 6.1.

Event of Default means

(a) an Insolvency Event occurs in relation to you;

(b) you are an individual and you die or become of unsound mind;

(c) you act in breach of any of your obligations under this Agreement;

(d) any representation or warranty made by you under this Agreement and/or any information provided to us in connection with this Agreement is or becomes untrue or misleading;

(e) any amount due to us is not paid in accordance with this Agreement; or

(f) at any time and for any periods deemed reasonable by us where you are not contactable, or you do not respond to any notice or correspondence from us.

Exchange means any securities or futures exchange, clearing house, self-regulatory organisation, alternative trading system or multi-lateral trading facility as the context may require.

FCA means the Financial Conduct Authority, and any successor body or bodies, which can be contacted at 12 Endeavour Square, London E20 1JN or through its website: www.fca.org.uk.

FCA Rules means the rules of the FCA as from time to time varied amended or substituted by the FCA and as set out in of the FCA’s Handbook of Rules and Guidance. For further information please visit the FCA website at www.fca.org.uk or https://www.handbook.fca.org.uk/handbook.

Force Majeure Event is defined in clause 13.2.

Insolvency Event means, in relation to a party:

(a) its making a general assignment for the benefit of, or entering into an arrangement or composition with, creditors; or

(b) its stating in writing that it is unable to pay its debts as they become due; or

(c) its seeking, consenting to or acquiescing to the appointment of any trustee or analogous officer of it or any material part of its property; or

(d) the presentation or filing of a petition in respect of it in any court or before any agency alleging or for the bankruptcy or insolvency of such party (or any analogous proceeding) or seeking any arrangement, composition, readjustment or similar relief under any present or future statute, law or regulation, such petition not having been stayed or dismissed within thirty (30) days of its filing (except in the case of a petition for winding- up or any analogous proceeding in respect of which no such thirty (30) day period shall apply); or

(e) the convening of any meeting of its creditors for the purpose of considering a voluntary arrangement.

Intellectual Property Rights has the meaning given to it in clause 12.1.

Introducer means a person who has or who is in negotiation with TTT or any of our Associates to make introductions of persons to us with a view to those persons becoming Regulated Entity Clients.

Introducer Agreement means any agreement TTT or an Associate of ours has with an Introducer to make introductions to a Regulated Entity.

Losses in respect of any matter, event or circumstance includes all demands, claims, actions, proceedings, damages, payments, trading losses, costs, expenses or other liabilities, and any consequential, indirect or special loss, including, but not limited to loss of business, loss related to reputational damage, loss of revenue, loss of anticipated savings and loss of opportunity.

Managed Service means a discretionary management service provided by TTT or any of our Associates to a Regulated Entity Client.

Market means a unique set of Products based on the price movement of an Underlying Market.

Nominated Account means the bank account you have nominated for the payment to you of fees due to you under this Agreement, which may include a client money account held by any of our Associates.

Order means an instruction to open or close a Trade at a price, the same as, or higher or lower than the current market price.

Platform means TTT or our Associates’ Websites or other facility maintained by TTT or a Regulated Entity through which orders can be made, trades executed or a price sought for a Market.

Privacy Policy means the privacy statement posted on our Websites as amended from time to time.

Product means each type of financial contract our Associates make available through its Services and includes CFDs.

Regulated Entity means any one of our Associates which is authorised and regulated by the FCA or any other regulator having a similar function in any jurisdiction.

Regulated Entity Client means a person to whom a Regulated Entity provides Services.

Services mean the services offered by TTT or any Associate of ours to TTT or Regulated Entity Clients in respect of Products as specified on the Websites of TTT or our other Regulated Entities.

Signal means any data related to any Order placed or Trade made by you, and data relating to execution of any such Order or Trade.

Strategy means a strategy developed by us or any of our Associates based on Signals.

Trade means any transaction entered into by you with a view to generation of a Signal or which generates a Signal.

Trading Account means an account for any of the trading platforms offered by TTT or another Regulated Entity through which you can access, in accordance an XO Service Agreement (if you have one) with TTT or such other Regulated Entity, through individual login details such as username and password for that specific account , depending on the underlying technology system.

Underlying Market mean a relevant financial instrument, index, currency, or other instrument, whose price or value provides the basis for TTT or another Regulated Entity to establish a price we quote a Regulated Entity Client for a Market.

Website(s) means any website(s) through which we or any of our Associates deal with you.

XO Service means an execution only service any of our Associates may provide to you under an XO Services Agreement between you and it.

XO Services Agreement means an agreement under which any of our Associates agree to provide an XO Service to you and which enables you to place Orders and make Trades through any of our Associates on an execution-only basis.

20 GOVERNING LAW

20.1 The Agreement is governed by and shall be construed in accordance with the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the English courts to settle any suit, action or other proceedings relating to the Agreement (Proceedings). Nothing in the Agreement shall prevent us from bringing Proceedings against you in any jurisdiction.

20.2 Each party irrevocably agrees to waive any objection which it may have at any time to the laying of venue of any proceedings brought in the English courts and agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.