A. United Global Asset Management (hereinafter called "UGAM"), a company having a limited liability duly incorporated and registered in the Republic of Vanuatu having its registered office at T19, 1st Floor, Tana Russet Plaza, Kumul Highway, Port Villa, Efate, Vanuatu.
B. Introducing Broker (hereinafter called "IB"), whose name and address appears on the attached "IB Profile Section", which is an integral part of this Agreement.
2. Purpose of the Agreement
This Agreement sets forth the terms and conditions of the relationship between UGAM and IB, who will introduce customers to UGAM on a fully disclosed basis to trade in OTC spot foreign exchange, OTC spot metals, contracts for difference, binary options and off-exchange derivative transactions, in accordance with the terms set forth in the UGAM Terms of Business.
3.1 "Company" shall mean UGAM as defined in section 1(A).
3.2 "IB" shall mean introducing broker who will introduce customer accounts to UGAM.
3.3 "Customer" means a customer of UGAM who is introduced by the IB.
3.4 "Account" shall mean an account that is established for a Customer introduced to UGAM by the IB.
4. Services of UGAM
4.1 At its sole discretion, UGAM shall open accounts to the customers introduced by the IB, provided they meet its qualification criteria and risk suitability standard.
4.2 UGAM agrees to accept instructions and orders from Customers, and to send statement of accounts and trade recaps directly to Customers introduced by the IB.
4.3 Provide services to Customers introduced by the IB in accordance with the Terms of Business of UGAM.
4.4 Provide a license to the IB to use its UGAM trading software, forms, literature, newsletters, market reports and any other informational / promotional material generated by UGAM.
4.5 Rebate fees and incentives to the IB in accordance with any relevant fee agreement made between the IB and UGAM.
5. Services provided by the IB
5.1 Introduce Customers who fully meet the qualifications and suitability standards of UGAM, on a fully disclosed basis.
5.2 Deliver to Customer, and/or obtain from Customer and deliver to UGAM, all documentation including, but without limitation, the Customer Account Opening Package, notices, and notifications.
5.3 Obtain and verify Customer information including, but without limitation, Customer’s personal details, information on the reputation of the Customer, relevant financial capacity and trading objectives.
5.4 Fairly and accurately describe UGAM business and profile according to information provided by UGAM webpage/materials.
5.5 Maintain ethical practices, high standard of business, and conduct business at all times in such a manner as to reflect favorably on UGAM.
5.6 Comply with any business related instruction, terms or direction given by UGAM in relation to introducing broker services.
5.7 Keep accurate written records of all Customer Agreements, legal documents, diligence reports or any other required information that may arise in the course of business with UGAM, and provide UGAM with copies thereof upon request without hesitation.
5.8 Authorize UGAM to inspect or conduct any due diligence it may require from time to time, without any limitation on means of investigation.
5.9 Notify UGAM orally and in writing upon receipt of any Customer complaints or pending or threatened action raised against UGAM in connection with any alleged errors, corrections, or any other matter on any Customer account.
6. Relationship between the parties
For avoidance of doubt, the IB is strictly NOT authorized to act as an agent, appointed representative or as any authority of UGAM. As duly constituted representation and warranties, for clarification, the IB will not make any recommendation, give advice, accept any commitment or guarantee, or accept any responsibility on any matter whatsoever for or on behalf of UGAM.
7. Compliance, Supervision, and Due Diligence
7.1 The IB will diligently supervise the activities of its officers, employees and sales team, including its agents, to comply with UGAM terms as well as local regulations.
7.2 The IB must immediately notify UGAM in writing of any material claim against the IB, whether raised by a Customer or local regulatory agency.
7.3 The IB must introduce Customers to UGAM only after conducting strict due diligence and ‘Know Your Customer’ procedures. IB will commit to not introduce any Customers without conducting full prerequisite background checks are required by UGAM policy and relevant regulations.
7.4 The IB acknowledges that it may not accept funds from the Customers but must instruct the Customers to send checks or wire funds directly to UGAM.
7.5 The IB may not conduct discretionary trading on behalf of the Customers without a written and signed power of attorney from the Customers, which must be pre-approved by UGAM.
7.6 The IB may not give any advice or trading recommendation to the Customers. For avoidance of any doubt, UGAM will not be liable to Customers or the IB for any advice, decision or recommendation given or made by the IB to any Customer, and the IB will indemnify UGAM from any loss or liability arising from any such advice, recommendation, default or neglect by the IB in relation to any customer services.
8. Deficit in Customer accounts
The IB will be fully liable for deficits incurred in its account or the accounts of the Customers it introduces to UGAM and for delays or defaults in payment of any credit or margin to UGAM. The IB hereby expressly authorizes UGAM to withhold and deduct from its commissions any loss incurred, or potentially may incur, from delays or defaults of payment of credits or margins that may lead to deficit balances on the introduced Customers’ accounts.
9. Liquidation of positions
UGAM shall have the right to liquidate any or all open positions on the accounts introduced by the IB in the event of, but not limited to, the following occurrences:
9.1 Insufficient margin to cover the position(s) in the Customer account based on respective contract;
9.2 2 Equity to margin ratio falls below the 10% threshold;
10. Marketing and Advertising
The IB, under no circumstances, will use the UGAM name, logo, or website, whether for information or educational purposes, except with the prior written authorization of UGAM. The IB will not advertise or circulate to customers or any other person any written information concerning UGAM without the prior written approval of UGAM.
11. Proprietary property
11.1 The IB acknowledges that the trading software provided by UGAM to the IB and the Customers introduced by the IB is simply to facilitate and enhance the efficiency of conducting business transactions with UGAM.
11.2 Upon the termination of this Agreement by either party, the IB will return to UGAM all proprietary property such as equipment, software and printed material.
IB will keep confidential and will not disclose to anyone except with the prior written approval of UGAM, during and subsequent to the relationship with UGAM, all material information it receives during the course of business with UGAM, including but not limited to Customer information, trade secrets, techniques, and other information relating to processes, strategies and future plans.
The IB agrees to indemnify and hold UGAM harmless from all losses, liabilities, damages, expenses claims, proceedings and attorneys’ fees resulting from:
13.1 Any breach by the IB of its duties under this Agreement;
13.2 Any misrepresentation made by the IB herein;
13.3 Any Customer claims relating to any agreement between the IB and the introduced Customers;
13.4 Any deficits on Customer accounts or the failure of any Customer to meet its obligations;
13.5 Any debts or obligations arising from the IB failing to comply with applicable local laws and regulations;
Any provision under this Agreement that becomes invalid shall be ineffective to the extent of such invalidity, without affecting the remaining provisions of this Agreement.
UGAM may assign its rights or delegate its obligations under these Terms to a third party with written notice to IB within 30 days of such assignment. IB grants UGAM the right to transfer the rights or obligations under this Agreement to any successor organization. The IB is not allowed to assign any of its rights or duties under these Terms to any third party without prior consent from UGAM.
The paragraph headings in this Agreement are inserted for description purposes only and are not intended to limit the meaning of any of the Terms.
17. Entire Agreement
This and the attached Appendixes between UGAM and IB constitute the entire agreement between UGAM and IB. UGAM have made no representations or warranties other than those expressly provided within these Terms.
This Agreement may be terminated by the either party upon thirty days written notice to the other party. During the thirty days, the Customers introduced by the IB shall be serviced by UGAM and may be assigned to another IB to carry the accounts and provide IB services for the Customers. All commissions due to the IB up to the date of termination shall be paid to the IB upon clearance of any Customer obligation and settlement of all pending Customer transaction. UGAM may terminate this agreement immediately by written notice to the IB in the event the IB does not comply with any of the following clauses:
18.1 The IB does not comply with the terms set out in this Agreement;
18.2 The IB, in UGAMs’ sole and reasonable opinion, provides inadequate service to Customers or ceases to provide service to Customers as set out in this agreement;
18.3 The IB is not in good financial standing and UGAM feels the company is in process of liquidation, bankruptcy, or ceases meet its obligations.
19. Communications and notices
Notices and any other communication may be transmitted to IB via email, internal mail on software, or the address on the IB application. All communications so sent by any of the above delivery methods shall be deemed transmitted by UGAM, whether received by the IB or not.
20. No Waiver or Amendments
No Terms of this Agreement may be waived or amended unless amendment is in writing and signed by both Customer and an officer of UGAM. No oral or implied agreement to the contrary shall be recognizable. The attachments to this Agreement constitute an integral part of this Agreement.
21. Force Majeure
IB agrees that UGAM will not be held liable for any costs, damages or losses caused by force majeure events, including but not limited to, government restrictions, exchange or market rulings, suspension or delay of trading, war, civil disturbances, earthquakes, strikes, equipment failure, communication line failure, system failure, unauthorized access, theft or any problem, technical or otherwise, which may prevent the IB or the Customer introduced by the IB from entering or modifying an order or prevent UGAM from acting on an online instruction, or other events or conditions beyond UGAM control, as determined and at the sole discretion of UGAM.
22.1 IB acknowledges and confirms that it has read and understood the Terms in this Agreement and agrees on their terms and conditions.
22.2 Any failure by UGAM to enforce its rights and remedies under these Terms shall not constitute a waiver of such right or remedy.
22.3 IB acknowledges that UGAM services are not intended for USA persons. IB further declares that it is not a USA person.
23. Governing law and jurisdiction
Governing law and jurisdiction All actions, disputes, claims, demands or proceedings arising directly or indirectly in connection with, out of, or related to or from this Agreement, shall be held, at the sole discretion of UGAM, only in the courts whose seat is within the city of Port Vila, Republic of Vanuatu. IB hereby specifically consents and submits to the jurisdiction of any federal court located within the city of Port Vila, Republic of Vanuatu. IB waives any claim that IB is not personally subject to the jurisdiction of any state or federal court located within the city of Port Vila, Republic of Vanuatu or that the venue of any such suit, action or proceeding is improper or inconvenient. IB may bring no action arising out of the Agreement, regardless of form, more than three months after the cause of such action. The IB confirms that it has read and understood the terms of this Agreement. By signing the above attached, IB explicitly agrees to be legally bound by its terms and conditions.
The Company reserves the right to change, amend, modify, suspend, continue or terminate all or any part of the IB agreement either in an individual case or in general, at any time without prior notice.