This Introducing Broker Agreement ("Agreement") is entered by and between ProperFX (Pty) Ltd (hereinafter called the "Company") and the company or the individual whose name and address appear at the end of this agreement (hereinafter called the “IB”). The Company and the IB shall be sometimes referred to herein as the “Parties”.

This Agreement, as amended from time to time in accordance with clause 8, sets out the terms and conditions between the Company and the IB, who, acting in accordance with the laws of the jurisdiction in which the IB and Prospective Customers are resident, will solicit customers to trade spot foreign exchange (hereinafter “FOREX”) and Contracts for Differences (hereinafter “CFDs”), and who will introduce the said customers to the Company.

The defined terms used in this Agreement are set out in clause 19 (“Interpretation of Terms”).

This Agreement will commence on the Effective Date and will continue unless or until terminated by either Party in accordance with clause 8.

The IB acknowledges that its principals have read and understood the Company’ s rules for Introducing Broker Market Supervision and administration, which may be modified from time to time, and agrees to conduct the IB’ s business in accordance with the policies and procedures contained therein.

The IB represents and warrants that all actions to be performed by it under this Agreement will comply with all laws, regulations, ordinances, organizational documents, or rules applicable to the IB or to the jurisdiction in which the IB or its customers are resident or carry-on business

The IB agrees that all Promotional Materials and the IB’ s website content relating to the Company and its services must be reviewed and approved by the Company prior to communication and distribution to Prospective Customers or Existing Customers.

The IB agrees that it may not accept funds from the customers but must instruct the customers to deposit/wire transfer funds directly to the Company’ s bank accounts.

The IB undertakes that it will not use the name or brand, any Proprietary Property or Proprietary Information or the trading platform of the Company in its dealings with any customer of the IB except for the purpose of soliciting customers to become customers of the Company and, once a customer has been introduced to the Company by the IB, only so long as the customer continues to have a trading account with the Company and solely for that purpose. The IB will not hold or operate a trading account for any customer of the IB in its own books or carry on any trades for any customer in respect of any matter for which the Company provides services to the customer pursuant to the Operative Agreements unless the IB is duly authorized or licensed to do so under the laws applicable to the IB or to the jurisdiction in which the IB or its customers are resident. The IB further agrees not to hold out or represent that any person is a customer of the Company in respect of any trading activity unless they hold trading account(s) in the books of the Company and such trades are conducted through such account(s).

The IB agrees that it will not in any way represent to any Prospective Customer or Existing Customer that the IB or the Company will guarantee such customer against loss or limit the loss of such customer and that it will not call for or attempt to collect required Initial Margin and/or Necessary Margin as established by the Company

The IB represents and warrants that the provision of Discretionary Services by the IB to its customers will not violate any law, regulation, ordinance, charter, by-law or rule applicable to the IB or to the jurisdiction in which the IB or its customer is resident.

The IB represents and warrants that it will not provide any Discretionary Services, nor will the IB permit any of the IB’ s employees or consultants to exercise any Discretionary Services over the customers’ accounts, without first obtaining a signed power of attorney or trading authorization from the customer.

Without limiting the IB’ s compliance with clause 4.1, before performing any Discretionary Services for a Prospective Customer or an Existing Customer, the IB shall disclose to the customer in writing that:

• The IB is not an Affiliate of the Company.

• The Discretionary Services are provided by the IB, not by the Company

• The Company shall not be responsible for the profitability of, and shall not be liable for any losses, costs, expenses, or damages suffered by the customer arising from, discretionary Services, advice, information, or recommendations provided by the IB to the customer

• Margin Trading carries a high degree of risk to the customer’ s capital, and it is possible to lose more than the customer’s initial investment.

• The customer should not engage in Margin Trading and enter into Discretionary Services agreement with the IB unless the customer understands all the risk and other significant aspects involved in dealing in such products and the true extent of the customer’s exposure to the risk of loss.

• Margin Trading may not be suitable for all investors, therefore if the customer does not fully understand the risks involved, the customer should seek independent advice.

• Past performance does not guarantee future results.

Each customer introduced to the Company by the IB must be eligible to become a customer of the Company and must open a trading account with the Company

The IB must ensure the IB number is correct when the customer opens a trading account. Otherwise, the company will not be responsible for the error which causes the loss of return.

The Company reserves the right not to accept the customer as being introduced by the IB and not to pay to the IB the compensation for the Completed Transactions made by such customer, if:

• The customer opens a trading account with the Company more than two Business Days before the customer is introduced to the Company by the IB.

• The customer already has a trading account with the Company or any Affiliate more than two Business Days before the customer is introduced to the Company by the IB.

The Company has the right to reject any potential customer who does not meet the criteria detailed in the Company’ s internal compliance procedures and the IB hereby agrees that all new account applications must be approved by the Company in writing before trading is allowed to commence.

All customers of the IB as of the date of this Agreement and introduced to the Company during the course of this Agreement, remain clients of the IB upon termination or cessation of this Agreement. The IB shall not interfere with the customer’s right to maintain the customer’s account with, or transfer the Customer’s account to or from, the Company.

The Company will not be liable for any loss or expense incurred by the IB in connection with, or directly or indirectly arising from, the acts, omissions, or negligence of any third party.

The IB will indemnify the Company and keep the Company indemnified on demand in respect of all liabilities, costs, claims, demands and expenses of any nature whatsoever which the Company suffers or incurs as a direct or indirect result of any act of omission of the IB in connection with its relationship with the Company or any customer introduced by the IB to the Company or any failure by the IB to perform any of the IB’ s obligations under this Agreement or any breach of any provision of this Agreement including without limitations, any refusal or failure to provide any authorization as the Company may require, whether under clause 4.2 or otherwise.

Unless specifically provided in this Agreement, the Company shall in no circumstances be liable to the IB for any consequential direct or indirect losses, loss of profits, loss of opportunity, costs, expenses, penalties or damages the IB may suffer in relation to this Agreement.

Any Written Notice under this Agreement may be made or given by any of the following means:

• E-mail.

• Facsimile transmission

• Post

• Published on the Company News Webpage.

All contact details provided by the IB, e.g. address, email address or fax number as last notified will be used as applicable.

Any such Written Notice will be deemed to have been served:

• If sent by email, within one hour after emailing it

• if sent by fax, at the completion of transmission during business hours at its destination or, if not within business at the opening of the next period of business hours, but subject to:

  • Proof by the sender that the sender holds a printed transmission report confirming dispatch of the transmitted notice.

  • The sender not receiving any telephone calls from the recipient within one hour from the above time, that the fax has not been received in a legible form

• If sent by post. Seven calendar days after posting it

• If posted on the Company’s News Website, within one hour it has been posted

The IB acknowledges that the Company has the right to modify the terms of this Agreement and/or Appendix A at any time giving to the IB ten Business Days Written Notice prior to such changes. Any such amendments will become effective on the date specified in the notice

This Agreement may be terminated by either Party upon thirty days Written Notice to the other.

The Company may terminate this Agreement with immediate effect by giving Written Notice to the IB, if:

• The IB, or its principals, directors, officers, and managers are convicted of a crime or serious violation of law that bears on their honesty and integrity.

• The Company determines, in its sole discretion, that the IB has committed acts that are inconsistent with:

  • The provisions of the Company’ s Rules for Introducing Broker Market Supervision and Administration;

  • The material provisions of this Agreement;

  • Fair, just and equitable principles of trade

Any such termination will not affect any legal rights or obligations which may already have arisen under this Agreement.

The Company may use, store or otherwise process personal information provided by the IB.

If the IB is an individual, the Company is obliged to supply the IB, on request, with a copy of personal data which it holds about the IB (if any), provided that the IB pays a reasonable fee.

The IB agrees that the Company may pass information about the IB which the IB has provided to other companies in the Company’ s group (if applicable) and to destination or, if not within business hours, at the opening of the next period of business hours, but subject to:

• Proof by the sender that the sender holds a printed transmission report confirming dispatch of the transmitted notice.

• The sender not receiving any telephone calls from the recipient within one hour from the above time, that the fax has not been received in a legible form

• If sent by post, seven calendar days after posting it.

• If posted on the Company News Webpage, within one hour after it has been posted

The IB acknowledges that the Company has the right to modify the terms of this Agreement and/or Appendix A at any time giving to the IB ten Business Days Written Notice prior to such changes. Any such amendments will become effective on the date specified in the notice.

This Agreement may be terminated by either Party upon thirty days Written Notice to the other.

The Company may terminate this Agreement with immediate effect by giving Written Notice to the IB, or by email if:

• The IB, or its principals, directors, officers, and managers are convicted of a crime or serious violation of law that bears on their honesty and integrity.

• The Company determines, in its sole discretion, that the IB has committed acts that are inconsistent with:

  • The provisions of the Company’ s Rules for Introducing Broker Market Supervision and Administration

  • The material provisions of this Agreement;

  • Fair, just and equitable principles of trade.

Where any of the Clients introduced by the IB has engaged in abusive trading activities (as described in clause 6 of the Terms and Conditions of the Company’s webpage http://www.properfx.com/) ProperFX reserves the right, without prior notice:

• To cancel and/or reverse all trades held in the introduced client's trading accounts, along with revoking all profits or losses incurred, including any related IB commission, and subsequently terminating all trading accounts associated with the client

Any such termination will not affect any legal rights or obligations which may already have arisen under this Agreement.

The Company may use, store or otherwise process personal information provided by the IB.

If the IB is an individual, the Company is obliged to supply the IB, on request, with a copy of personal data which it holds about the IB (if any), provided that the IB pays a reasonable fee.

The IB agrees that the Company may pass information about the IB which the IB has provided to other companies in the Company’ s group (If Applicable) and to external companies to help the Company to process and/or analyze it as a part of fulfilling the Company’ s obligations under this Agreement. If the IB does not wish the IB’ s personal data to be used for such purposes, the IB shall give the Company Written Notice

Such personal data may also be used for market research for the Company or other companies in its group (if Applicable). If the IB does not wish the IB’ s personal data to be held for such purposes, the IB shall give the Company Written Notice.

The IB expressly invites the Company, for the purpose of administering the terms of this Agreement or otherwise marketing financial services and products, from time to time, to make direct contact with the IB by telephone, fax or otherwise.

The IB consents to such communications and acknowledges that such communication would not be considered by the IB as being a breach of any of the IB’s rights under any relevant data protection and/or privacy regulations.

The information which the Parties hold about Prospective Customers or Existing Customers is confidential and will not be used for any purpose other than as described in this Agreement or the Operative Agreements. Information of a confidential nature will be treated as such provided that such information is not already in the public domain. Information of a confidential nature will only to any person other than an Affiliate of the Company, in the following circumstances be disclosed:

• Where required by law or if requested by any regulatory authority or exchange having control or jurisdiction over the Company or the IB (or any respective associate);

• To investigate or prevent fraud or other illegal activity.

• If it is in the public interest to disclose such information.

• At the customer’s request or with the customer’s consent; or

• As provided in the Operative Agreements.

Except as otherwise provided in this Agreement, or as the Company may otherwise consent to in writing, the IB will keep confidential and not disclose, or make any use of, except for the benefit of the Company, at any time, either during or after the termination of this Agreement, any Proprietary Information. The IB acknowledges and agrees that any Proprietary Information is given to the IB in confidence, solely to permit the IB to fulfill its obligations to the Company under this Agreement, and that such information derives actual or potential economic value by virtue of its confidentiality and nondisclosure to the public or other persons who could obtain economic value from their disclosure or use. The IB shall not, under any circumstances, deliver, reproduce, or allow any Proprietary Information, or any documentation relating thereto, to be delivered to, or used by, any person or entity whatsoever, without prior written consent of a duly authorized representative of the Company

Subject to terms and conditions of this Agreement, the Company hereby grants to the IB, for the duration of this Agreement, a license to use Proprietary Property.

Proprietary Property, regardless of the author, shall remain the sole property of the Company and shall be accounted for and returned by the IB to the Company on demand. It is expressly understood that the IB’ s license to the use or possession of Proprietary Property is to fulfill its obligations to the Company under this Agreement and that the IB has no other right or proprietary interest in the Proprietary Property other than the license provided in this clause.

In the event of the termination of this Agreement for any reason, the IB will promptly surrender, and deliver to the Company, Proprietary Property, including but not limited to, all materials, equipment, documents, and data pertaining to its relationship with, or to any Proprietary Information of, the Company, including all copies thereof.

The Company may, in its reasonable opinion, determine that a Force Majeure Event exists, in which case the Company will, in due course, take reasonable steps to inform the IB. A Force Majeure Event includes without limitation any act, event, or occurrence (including, without limitation, any strike, riot or civil commotion, terrorism, war, act of God, accident, fire, flood, storm, interruption of power supply, electronic, communication equipment or supplier failure, civil unrest, statutory provisions, lockouts) which, in the Company’ s reasonable opinion, prevents the Company from fulfilling the Company’s obligations under this Agreement.

The Company determines in its reasonable opinion that a Force Majeure Event exists (without prejudice to any other rights under this Agreement) the Company may without prior Written Notice and at any time take or omit to take all such actions as the Company deems to be reasonably appropriate in these circumstances.

In the event that a situation arises that is not covered under this Agreement, the Company will resolve the matter on the basis of good faith and fairness and, where appropriate, by taking such action as is consistent with market practice.

No single or partial exercise of, or failure or delay in exercising any right, power, or remedy (under these terms or at law) by the Company shall constitute a waiver by the Company of or impair or preclude any exercise or further exercise of, that or any other right, power or remedy arising under this Agreement or at law.

Any liability of the IB to the Company under this Agreement may in whole or in part be released, compounded, compromised, or postponed by the Company in its absolute discretion without affecting any rights in respect of that or any liability not so waived, released, compounded, compromised, or postponed. A waiver by the Company of a breach of any of the terms of this Agreement or of a default under these terms does not constitute a waiver of any other breach or default and shall not affect the other terms. A waiver by the Company of a breach of any of the terms of this Agreement or a default under these terms will not prevent the Company from subsequently requiring compliance with the waived obligation.

The rights and remedies provided to the Company under this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

The Company may assign the benefit and burden of this Agreement to a third party in whole or in part, provided that such assignee agrees to abide by the terms of this Agreement. Such assignment shall come into effect ten Business Days following the day the IB is deemed to have received notice of the assignment in accordance with this Agreement.

If any term of this Agreement (or any part of any term) shall be held by a court of competent jurisdiction to be unenforceable for any reason then such term shall, to that extent, be deemed severable and not form part of this Agreement, but the enforceability of the remainder of this Agreement shall not be affected.

The IB shall inform the Company of any other business activities entered by the IB during the term of this Agreement and shall provide the Company with information, as requested, regarding such activity.

No variations of this Agreement are effective unless made in writing signed by either Parties or their authorized agents.

This Agreement and any Appendices referred to in it, constitute the entire agreement between Parties and supersede all other agreements or arrangements, whether written or oral, express, or implied, between Parties or either of them.

Nothing in this Agreement creates a partnership or establishes a relationship of principal and agent any other fiduciary relationship between the Parties.

The IB will not represent itself as agent of the Company and the IB will have no authority or power to bind the Company or to contract in the name of or create a liability against the Company.

This Agreement shall be governed by and construed in accordance with the laws of South Africa.

With respect to any proceedings, the IB irrevocably:

• Agrees that the courts of South Africa shall have exclusive jurisdiction to determine any proceedings,

• Submits to the jurisdiction of South Africa courts

• Waives any objection which the IB may have at any time to the bringing of any proceedings in any such court, and

• Agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over the IB

• Where this Agreement is issued in a language other than English, the English language version shall take precedence in the event of any conflict.

In this Agreement:

“Affiliate” shall mean in relation to the Company, any entity controlled directly or indirectly, by the Company, any entity that controls directly or indirectly, the Company, or any entity directly or indirectly under common control with the Company. For this purpose, “control” means ownership of most of the voting power of the Company or entity

“Application to open a personal/corporate Margin Trading account form” shall mean the “Application to open a personal/corporate Margin Trading account” form completed by the customer when opening a trading account with the Company and accessed through the Website.

“Balance” shall mean the total financial result of all Completed Transactions and depositing/withdrawal operations on the trading account.

“Base Currency” shall mean the first currency in the Currency Pair against which the customer buys or sells the Quote Currency.

“Business Day” shall mean any day between Monday and Friday, inclusive.

“Company News Webpage” shall mean the page of the Website where the Company news is displayed on. At date of this Agreement the information is displayed on http://www.properfx.com/

“Completed Transaction” shall mean two counter deals of the same size (opening a position and closing a position): buy then sell and vice versa.

“Contract for Differences” (“CFD”) shall mean a contract, which is a contract for differences by reference to fluctuations in the price of the underlying asset (shares, futures, metals, indices etc.).

“Contract Specifications” shall mean principal trading terms (Spread, Initial Margin etc.) for each Instrument.

“Currency Pair” shall mean the object of a Transaction based on the change in the value of one currency against the other.

“Discretionary Services” shall mean opening/closing positions and/or placing/ modifying/deleting Orders on behalf of a customer on a discretionary basis and all other actions that may be undertaken by a customer under the Operative Agreements that the IB carries out on the customer’s behalf.

“Effective Date” shall be “Date/ Month / Year”. “Existing Customer” shall mean:

• A customer who already had a trading account with the Company now when the IB solicited the customer for the first time

• A customer who has been introduced by the IB and has opened a trading account with the Company.

“Force Majeure Event” shall have the meaning as set out in clause 15.

“Initial Margin” shall mean the margin required by the Company to open a position. The details for each Instrument are in the Contract Specifications.

“Instrument” shall mean any Currency Pair or Contract for Differences.

“Introducing Broker Compliance Manual” shall mean the Company’ s procedures and rules that must be followed by the IB when fulfilling the IB’ s obligations under this Agreement, including, but not limited to, soliciting customers to trade FOREX and CFDs.

“Margin Trading” shall mean such trading when the customer may make Transactions having far less funds on the trading account in comparison with the transaction size.

“Necessary Margin” shall mean the margin required by the Company to maintain Open Positions. The details for each Instrument are specified in the Contract Specifications.

“Open Position” shall mean a Long Position or a Short Position which is not a Completed Transaction.

“Operative Agreements” shall mean the agreements entered by the customer and the Company that govern all trading activity of the customer. Operative Agreements consist of the Customer Agreement, the Terms of Business, including in each case any Addendum thereto and the Risk Acknowledgment and Disclosure accessible through the Website as the same may be amended from time to time.

“Order” shall mean an instruction from the customer to the Company to open or close a position when the price reaches the Order Level.

“Order Level” shall mean the price indicated in the Order

“Quote” shall mean the information of the current price for a specific Instrument, in the form of the Bid and Ask prices.

“Quote Currency” shall mean the second currency in the Currency Pair which can be bought or sold by the customer for the Base Currency.

“Pip” shall mean the numerical value of the last, or right-most, digit of a Quote

“Principal” shall mean an individual who is:

• A sole proprietor of a sole proprietorship

• A general partner of a partnership.

• a director, president, chief executive officer, chief operating officer or chief financial officer of a corporation, limited liability company or limited partnership.

• In charge of a business unit, division or function of a corporation, limited liability company or limited partnership if the unit, division, or function is subject to regulation by the Commission; or

• A manager, managing member or a member vested with the management authority for a limited

• liability company or limited liability partnership.

“Promotional Material” shall mean any communication that relates to the Company, or its services made to or directed at, or that relates in any way to the solicitation of a Prospective Customer or a transaction in an Existing Customer’ s trading account. Promotional Material includes, but is not limited to, published written texts, training materials, advertisements, market analysis, research reports, correspondence to Existing Customers or Prospective Customers, newsletters and generally anything written that assists in the solicitation process.

“Proprietary Information” shall mean information, including, but not limited to, trade secrets, formulae, methods techniques, confidential information, computations, knowledge, data or other information of either Party relating to software products, trading platform, trade routing systems, counterparties ,processes, know-how, marketing, merchandising, selling ideas, selling concepts or other confidential information, forecasts, marketing plans, strategies, pricing strategies, computer programs, copyrightable materials, finances or other subject matter pertaining to any of the Parties’ business, or any of its clients, customers, consultants, suppliers or affiliates, which either Party may produce, use, view or otherwise acquire during the relationship created by this Agreement.

“Proprietary Property” shall mean property, including, but not limited to, records, forms, trade literature, newsletters, market reports, articles, computer software and any reproduced copies or negatives thereof, and any information reflected or contained therein, provided, and furnished by the Company or otherwise obtained by the IB during the relationship created by this Agreement.

“Prospective Customer” shall mean an individual or an entity which does not have an account with the Company.

“Spread” shall mean the difference between Bid and Ask

“Transaction” shall mean any contract or transaction entered or executed by the customer or on behalf of the customer arising under the Operative Agreements.

“Website” shall mean the Company’s website at http://www.properfx.com/ or such other website as the Company may maintain from time to time for access by customers.

“Written Notice” shall have the meaning set out in clause 7.

All references to a statutory provision include references to:

• Any statutory modification, consolidation, or re-enactment of it, whether before or after the date of this agreement, for the time being in force.

• All statutory instruments or orders made pursuant to it; and

• Any statutory provision of which that statutory provision is a re-enactment or modification.

Words denoting the singular include the plural and vice versa; words denoting any gender include all genders; and words denoting persons include corporations, partnerships, other unincorporated bodies and all other legal entities and vice versa.

Unless otherwise stated, a reference to a clause, party or a schedule is a reference to respectively a clause in or a party or schedule to this Agreement.

The clause headings are inserted for ease of reference only and do not affect the construction of this Agreement.