- A.The ‘Referrer’ wishes to supply information about the ‘Principal’ to persons and to refer persons to the ‘Principal’ for Financial Services.
- B.The ‘Principal’ agrees to allow the ‘Referrer’ to supply its information to persons in accordance with this agreement.
- C.This Referral Agreement supersedes and replaces any and all previous Referral Agreements between the Referrer and Principal and revokes all previous Addendums to any and all previous Referral Agreements.
This Agreement contains the terms and conditions on which Radex Markets (the “Principal”) agrees to enter into, with the entity or person identified as the “Referrer” in the Form of Agreement.
In this Agreement:
Applicant means a person referred to the Principal by the Referrer pursuant to this Agreement and to whom the Principal provides Financial Services.
Client means a person referred to the Principal by the Referrer pursuant to this Agreement and to whom the Principal provides Financial Services for a fee.
Confidential Information means all information concerning the organisation, business, finances, clients, suppliers, employees, affairs, transactions, trade secrets, operations, processes or dealings of the Principal which is not in the public domain and which is or may be received by the Referrer in connection with this Agreement.
Commencement Date is the date of this agreement.
Equity means the cash balance of a client trading account including (after) any running losses and/or profits on open Position(s).
FSA means the Financial Services Authority in Seychelles.
FSA License means Financial Services Authority License held by the Principal.
Financial Services means any products or services supplied by the Principal that the Principal is authorised to supply pursuant to the FSA License.
Indirect or Consequential Loss means any liability suffered by a party that cannot reasonably be considered to arise naturally from a breach of this Agreement or the events giving rise to the liability with may include: loss of income, loss of revenue, loss of financial opportunity, loss of profit, loss of business, loss of production and other economic loss and any liability or other amounts that are special, punitive, exemplary, or sustained or incurred by any person, whether arising in contract, tort, or otherwise.
Legislation means all Acts, Regulations, Codes of Practice and any relevant circular, directive, policy statement and the like issued by any government which apply to the provision of Financial Services.
Licence means a licence, issued by the Seychelles Financial Services Authority (FSA) or any similar licensing regimes in the applicable jurisdiction.
Loss means, in relation to any person, a damage, loss, cost, expense or liability incurred by the person, or a claim, action, proceeding or demand made against the person, however arising and whether present or future, fixed or unascertained, actual or contingent.
1 Lot means opening and closing 1 standard lot (Round Turn).
2.1.The Principal authorises the Referrer to provide any person with information about the following (“Information”):
- a.the Financial Services and or other services provided by the Principal or its representatives and employees.
- b.any current marketing or promotional material, documents or information about the Principal that has been issued by the Principal and not withdrawn; and
- c.how to contact the Principal.
2.2.When the Referrer provides “Information” to any person, the Referrer must not:
- a.Provide any advice regarding the Financial Services to the person, unless the Referrer holds a valid Licence or has authorisation to provide advice within their jurisdiction or the jurisdiction to which their Client resides.
- b.publish statements or documents about the Financial Services unless the same have been supplied or approved in writing by the Principal.
c.discuss the Terms and Conditions on which the Principal will provide Financial Services to the person; and
d.hold out to the person that the Referrer is authorised to supply Financial Services, on behalf of the Principal.
- 3.1.The Referrer is the agent of the person it refers to the Principal and, in that capacity, is not the agent of the Principal. The Referrer is not a partner, employee or representative of the Principal.
- 3.2.Any existing agreements between the Referrer and the Principal are hereby cancelled except in respect of any pre existing debts or benefits accrued under them.
- 3.3.The Referrer must not do or say anything that will or is likely to damage or diminish the Principal’s business or reputation. This clause will survive expiry or termination of this Agreement.
- 4.1.Any toxic trades (FX or otherwise) through Expert Advisor (EAs) or other automated trading systems will be excluded from earning rebate. The Principal may decline to pay commission to the Referrer in accordance if the Principal in its sole discretion, determines that the trades have been done excessively in order to generate commission for the Referrer without a legitimate intent of the Client to profit from market movements.
- 4.2.The Principal shall be entitled to deduct and withhold from any rebate payable to the Referrer, any tax or other amount it is required by any law or regulation to do so, and any other amount payable by the Referrer to Principal.
- 4.3.The Referrer will only be entitled to payments while the Client engages the Principal to provide Financial Services to the Client during the validity of this Agreement, and the Client consents to the payment of commission from the Principal to the Referrer.
4.4.The Referrer will not be entitled to any payments in respect of any Client:
- a.who at the time of the referral, held an existing trading account with us; or
- b.you have referred to us who is inactive (in other words, has not engaged in any trading activity) for a period of more than three (3) calendar months
- 4.5.In an event when a dispute is raised by the Client against the Referrer, the Principal reserves the right, at its sole discretion to suspend any fees payable to the Referrer on trades executed by the Client, under Clause 4 of this Agreement, until such dispute is resolved.
4.6.The Referrer acknowledges and agrees that under no circumstances will the Principal be liable to a third party for the payment of any commission or other fee, and the Referrer agrees to indemnify the Principal for all Losses, including Indirect of Consequential Loss that the Principal becomes subject to as a result of, any claim or proceeding that is made or threatened or commenced against the Principal by any third party whatsoever.
4.7.The Principal warrants that:
- a.All information relating to the Referrer’s Applicants will be treated as Confidential Information;
- b.At the date of this Agreement, it is a holder of the FSA Licence; and
- c.All payments made to the Referrer are inclusive of any applicable taxes payable by the Principal. It is the Referrer’s responsibility to obtain independent tax advice, and/or pay its own tax (if applicable), relating to any payments received from the Principal.
5.1. product, material or document that has been developed or created for the purpose of this Agreement by the Principal is owned by the Principal and, except for the purpose of this Agreement, must not be used by the Referrer (either solely or in conjunction with a third party) without the prior written consent of the Principal.
- 6.1.The Referrer will not hold itself out as being the Principal (by using the Radex Markets name or logo to give the impression that it is acting as the principal), an agent of the Principal, or as being associated with the Principal in any way other than the Referrer relationship established pursuant to Clause 3. Further, the Referrer will not hold itself out as being authorised to provide Financial Services on behalf of the Principal in any capacity, including via a corporate authorised representative relationship.
The Referrer must (and must ensure that their employees and their representatives) do the following:
- a.only provide information which has been approved by the Principal in the form approved by the Principal;
- b.obtain the Principal’s written approval before publishing any information or documents (electronically or otherwise) which refer to the Principal;
- •the Principal’s codes of practice, systems, policies and procedures as may be notified from time to time;
- •any reasonable direction of the Principal in respect of the provision of the Financial Services to the Client; and
- •all relevant Legislation;
- d.disclose to the person that the Referrer will receive a fee from the Principal in respect to the referral of the person to the Principal. Disclosure to person must be delivered before the referral of any person to the Principal.
- 6.3.The Referrer acknowledges that all documents about the Financial Services of the Principal supplied by the Principal remain the property of the Principal and must be returned to the Principal on request.
6.4.The Referrer undertakes not to trade on behalf of the Client unless:
a.The Referrer holds an FSA licence with authorisation in (or equivalent regulatory authorisation in its own jurisdiction which permits it to trade on behalf of their clients) the relevant financial products (I.e. Securities, Contracts for Differences, derivatives, foreign Exchange Contracts);
- b.The Principal has agreed in writing that the Referrer may trade on its Client’s accounts; and
- c.For each Client account, a Limited Power of Attorney (LPOA) document executed by the Client & Referrer has been submitted to the Principal and the Principal has notified the Referrer in writing that trading can commence.
- 6.5.The Referrer agrees that payment of commission is available only for Clients whose genuine, express, and specific consent as to the receipt of commission by the Referrer is obtained.
- 6.6.Referrer shall immediately notify the Principal of any material change which may affect the Referrer’s ability to carry out their obligations under this Agreement,
The Principal must:
a.provide the Referrer with the policies, procedures, templates and promotional materials with which it requires the Referrer to comply or to use;
- b.inform the Referrer immediately if the FSA Licence and/or authorisations are terminated, restricted, suspended, made subject to any conditions, or if any investigation is carried out by the FSA; and
- c.maintain adequate professional indemnity insurance cover in relation to the supply of the Financial Services.
- 6.8.If the Referrer holds an FSA Licence, the Principal will ensure that genuine, express and specific consent to the payment of fees to the Referrer is obtained from the Client before trading commences.
The Referrer warrants that it has fully disclosed to the Principal all material information and circumstances known to it which would be likely to affect the Principal’s decision to enter into this Agreement.
The Referrer will indemnify the Principal for any Loss or damage, including Indirect of Consequential Loss, sustained by the Principal as a result of any act or omission by the Referrer or its agents, employees or clients, whether that act or omission constitutes a breach of this Agreement or not. This clause will survive the expiry or termination of this Agreement.
- 6.11.Confidential Information
Except as required by law or by a regulatory authority, the Referrer must not divulge, allow to be divulged or make use of any Confidential Information other than for the purposes of this Agreement. This clause will survive the expiry or termination of this Agreement.
A party may not assign, charge or otherwise deal with its rights and obligations under this Agreement in any way without the prior written consent of the other party which shall not be unreasonably withheld.
During the term of this Agreement, the Principal or the Referrer may, or may cause, any entity controlled directly or indirectly by any of them, to enter into agreements with other persons for services that are the same as or similar to the services provided by the Principal or the Referrer under this Agreement.
7. Dispute Resolution
- 7.1.The parties must attempt in good faith to resolve any dispute, by negotiation, between them in connection with this Agreement.
- 7.2.If a dispute arises out of or relates to this Agreement, or the breach, termination, validity or subject matter thereof, or as to any related claim in restitution or at law, in equity or pursuant to any statute, the parties to the Agreement and the dispute expressly agree to endeavour to settle the dispute by mediation administered by any such competent bodies before having recourse to arbitration or litigation.
- 7.3.A party may not commence court proceedings or arbitration (other than an urgent interlocutory application) relating to any dispute arising from this Agreement unless that party has complied with this clause 7.
- 7.4.This Clause 7 shall survive the termination of this Agreement.
8. Term and Termination of Agreement
- 8.1.This Agreement will commence on the Commencement Date and will continue until terminated in accordance with the following Clauses.
8.2.The Principal may suspend the authority granted to the Referrer under this Agreement immediately if the Referrer:
- a.breaches any laws or legislation;
- b.in the reasonable opinion of the Principal, commits any serious or persistent breach of any of the provisions of this agreement or any policy or procedures with which the Principal from time to time requires the Referrer to comply;
- c.being a corporation, undergoes a material change in its management, control or beneficial ownership;
- d.in the reasonable opinion of the Principal, is suspected of engaging in fraud in respect of this Agreement.
- 8.3.The suspension may operate until the breaches are remedied to the reasonable satisfaction of the Principal. If the Referrer does not remedy the breach within seven (7) business days of receipt of notification or the breach is not capable of being remedied, the Principal may terminate this Agreement with immediate effect.
8.4.This Agreement may be terminated:
- a.by either party giving the other party thirty (30) business days’ notice in writing; or
- b.if the Principal reasonably considers that the Referrer is acting in a manner which is unprofessional, unethical or likely to harm the professional standing of the Principal, by the Principal giving the Referrer seven (7) business days advance notice in writing; or
8.5.Either party may terminate this Agreement with immediate effect if:
- a.being a corporation, a party goes into liquidation or has a receiver or administrator appointed (whether voluntarily or not) or, being an individual, becomes bankrupt;
- b.a party makes an assignment or composition with its creditors;
- c.a party is convicted of a criminal offence or being a corporation, an officer of a party is convicted of a criminal offence or banned from acting as a director of a corporation;
- d.a party is the subject of a banning order or disqualification from providing Financial Services by the FSA; or
- e.a party ceases to carry on business or fails to hold a licence or authorisation required to perform its obligations under this Agreement.
- 8.6.The Referrer must notify the Principal immediately if any event occurs which would entitle the Principal to terminate this Agreement or suspend the authorities conferred by this Agreement.
8.7.On termination of this Agreement, the Referrer must:
- a.return to the Principal all forms of documentation, promotional material, policies, procedures and templates which the Principal has provided to the Referrer for the purpose of this Agreement;
- b.immediately cease providing Information about the Principal or the Financial Services provided by the Principal or its representatives and how to contact the Principal or its representatives;
- c.immediately cease to hold out or represent that it has or had any business relationship with the Principal or is, or was, capable of referring people to the Principal for Financial Services;
- d.immediately pay any money due to the Principal and request payment of any remuneration due to the Referrer as at termination of this Agreement and the Referrer may not make any claim for unpaid remuneration more than one (1) month after the termination of this Agreement; and
- e.not directly or indirectly for twelve (12) months after termination provide services the same or similar to Financial Services or provide information about any other person who provides services the same or similar to Financial Services, to any person to whom the Referrer has referred the Principal pursuant to this Agreement.
- 8.8.This Clause 8 shall survive the termination or expiry of this Agreement.
9. Notices and Change of Address
9.1.Any notice given under this Agreement must be in writing and, if sent to the last known address or facsimile number of the other party, is deemed to be received:
- a.three (3) business days after the date of posting, if posted.
- b.on the date of sending, if sent by facsimile or email and the original of the facsimile/email is immediately transmitted to the recipient and received in accordance with Paragraph 9.1 (a); or
c.on the next succeeding business day, if received or deemed to be received on a day which is not a business day.
9.2.Each of the parties will give notice to the other of any change of address, email address, and the like as soon as practicable.
10. Presumptions and Interpretations
10.1.Unless the context otherwise requires:
- a.a word which denotes the singular denotes the plural and vice versa.
- b.any gender denotes the other genders; and
- c.a person includes an individual, a body corporate and a government body.
10.2.Unless the context otherwise requires, a reference to:
- a.any legislation includes any regulation or instrument made under it and where amended, re-enacted or replaced means that amended, re-enacted or replacement legislation.
- b.any other agreement or instrument, where amended or replaced, means that agreement or instrument as amended or replaced.
- c.a business day means a day other than Saturday or Sunday on which banks are open for general banking business in Saint Vincent and the Grenadines.
11. Several Obligations
- 11.1.An agreement, warranty, representation or obligation which binds or benefits two or more persons under this Agreement binds or benefits those persons severally but not jointly.
12. Successors and Assigns
- 12.1.A person includes the trustee, executor, administrator, successor in title and assign of that person. This clause must not be construed as permitting a party to assign any right under this Agreement.
- 13.1.The Principal may give or withhold an approval or consent to be given under this Agreement in its absolute discretion. The Principal is not obliged to give the Referrer reasons for giving or withholding consent.
- 14.1.This Agreement contains the whole agreement between the parties.
- 14.2.Any waiver by the Principal of any one breach or default by the Referrer will not constitute a waiver of any other breach or default. A waiver by the Principal is only effective if it is in writing.
- 14.3.No variation of the terms of this Agreement will be of any force or effect unless it is in writing and signed by the parties.
- 14.4.If any provision of this Agreement is found to be void, voidable, illegal or otherwise unenforceable, the parties will amend that provision in a manner which reasonably achieves the intention of the parties or, at the discretion of the Principal, that provision may be severed from this Agreement and the remaining provisions of the Agreement will remain in full force and effect.
- 14.5.This Agreement can be executed by each party executing this document or an identical document.
- 14.6.This Agreement is governed by the laws of Seychelles. The parties submit to the exclusive jurisdiction of the courts of Seychelles.