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Introducing Broker Agreement Terms and Conditions

Effective Date: Upon electronic acceptance of these terms.

This Introducing Broker Agreement ("Agreement") sets forth the terms and conditions governing the relationship between United Global Securities Ltd ("UGS") and you ("Introducer"), under which the Introducer will refer prospective clients to UGS for brokerage services. By accepting these terms electronically, the Introducer agrees to be bound by the terms and conditions outlined herein.

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1. Scope of Agreement
   - Independent Contractor Status: The Introducer acts solely as an independent contractor, and not as an agent, employee, or representative of UGS. The Introducer has no authority to bind UGS to any contracts, agreements, or legal obligations unless explicitly authorized in writing by UGS. 
   -Referrals: The Introducer will use best efforts to identify and refer suitable counterparties to UGS for the purpose of conducting brokerage services, including but not limited to trading in equities, exchange-traded funds (ETFs), futures, options, and other asset classes. UGS retains sole discretion in accepting or rejecting any referred counterparty or client.
   - Services of Introducer: Introducer agrees to refer prospective counterparties for brokerage services and liquidation of securities. Introducer acknowledges that UGS may decline to engage with any referred clients at its sole discretion without explanation or liability.

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2. Introducer’s Responsibilities
   - Prohibited Practices: The Introducer shall not:
    - Hold, manage, or transfer client funds on behalf of UGS.
    - Make any representations or commitments regarding UGS’s services without prior written approval from UGS.
     - Distribute promotional materials without UGS’s prior approval. All promotional materials, including but not limited to websites, advertisements, and brochures, must comply with UGS’s standards and rules for promotional materials.
   - Confidentiality and Data Protection: The Introducer agrees to maintain the confidentiality of all proprietary, sensitive, and personal information regarding referred clients and UGS. The Introducer is strictly prohibited from sharing or transmitting such information to any third parties without explicit consent from UGS. The Introducer may not trade or deal in any security introduced to UGS.
   - Compliance with Laws: The Introducer agrees to adhere to all applicable laws, regulations, and rules governing its activities and will ensure that it possesses all necessary licenses and registrations required for performing its duties under this Agreement.

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3. Compensation and Fees
   - Introducer Fees: The Introducer will be compensated for referrals based on the brokerage services provided to referred clients, specifically related to liquidation of securities. The fee structure will be outlined in the fee schedule provided by UGS.
     - Eligible Commissions: The Introducer will only receive commissions for brokerage services directly tied to the liquidation of securities, including the execution of buy and sell orders for equities, ETFs, futures, and options.
     - Non-Eligible Services for Commissions: Any fees or costs charged to clients for services unrelated to the liquidation of securities, such as fees for exchange quotes, listings, corporate actions, or other non-trading events, will not generate commissions for the Introducer. 
   - Payment Terms: Introducer commissions will be calculated monthly and paid within fifteen (15) business days following the end of the calendar month. UGS reserves the right to adjust commission payments in case of trade reversals, cancellations, or disputes. Fees agreement limits per client apply and must be renewed every 12 months. 
   - Fee Adjustments: UGS reserves the right to adjust or withhold commission payments in cases where UGS determines, in its sole discretion, that certain trading activities do not align with the contractual obligations of this Agreement or UGS’s compliance policies.

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4. Non-Exclusivity of Referrals
   - Non-Exclusivity: The Introducer acknowledges that referred clients and counterparties are not exclusive to the Introducer. UGS reserves the right to engage with the same clients or counterparties through other introducers, internal UGS channels, or direct client outreach. The Introducer shall not claim any exclusive rights over clients referred to UGS.
   - No Obligation for Acceptance: UGS is under no obligation to accept any referred client or counterparty, regardless of the client’s qualifications or standing.

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 5. Compliance, Reporting, and Obligations
   - Client Complaints: The Introducer agrees to notify UGS immediately of any complaints or disputes raised by referred clients. The Introducer must forward any correspondence, claims, or legal actions related to client complaints to UGS without delay.
   - Marketing and Promotional Material: Introducer shall submit any promotional or marketing materials used to solicit clients to UGS for review and approval. UGS reserves the right to disapprove or request modifications to such materials in its sole discretion.
   - Legal and Regulatory Requirements: The Introducer shall comply with all applicable laws, regulations, and standards in relation to its role under this Agreement. The Introducer shall immediately notify UGS if there is any material change in its regulatory status, licenses, or its ability to legally perform its duties under this Agreement.

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6. Confidentiality and Non-Disclosure
   - Confidential Information: The Introducer agrees to maintain the confidentiality of all proprietary and sensitive information it acquires as part of its relationship with UGS, including but not limited to client data, business strategies, trading algorithms, pricing, and UGS’s internal policies. The Introducer shall not disclose or use such information for any purpose other than as required by this Agreement.
   - Post-Termination Confidentiality: The obligations of confidentiality shall survive the termination of this Agreement. The Introducer agrees not to disclose or use any confidential information obtained during the term of this Agreement after its termination.
   - Prohibition on Sharing Sensitive Information: Introducer is strictly prohibited from using or sharing any sensitive information regarding UGS or its clients with third parties, except as expressly authorized in writing by UGS. The Introducer is further prohibited from engaging in any trading or securities transactions involving the same securities introduced to UGS through the Introducer’s referral activities.

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7. Indemnification and Liability
   - Indemnification: The Introducer agrees to indemnify and hold UGS, its officers, directors, employees, and agents harmless from and against any claims, liabilities, damages, losses, or legal fees arising from:
     - Any breach of this Agreement by the Introducer.
     - Any negligent or unlawful act or omission by the Introducer in the course of performing its obligations under this Agreement.
     - Any claim made by a third party (including referred clients) arising from the Introducer’s conduct or representations.
   - Limitation of Liability: UGS shall not be liable for any indirect, special, or consequential damages, including lost profits, loss of business, or reputational harm, arising from the Introducer's activities or from any breach of this Agreement by either party.

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8. Termination
   - Termination by Either Party: Either party may terminate this Agreement at any time by providing written notice to the other party. Termination will take effect immediately upon receipt of such notice.
   - Effect of Termination: Upon termination, all rights to commission payments will cease, except for commissions owed for transactions that occurred prior to the termination date. Obligations relating to confidentiality, indemnification, and dispute resolution will survive termination.
   - Immediate Termination: UGS may terminate this Agreement immediately in the event of a material breach by the Introducer, including but not limited to unauthorized use of promotional materials, sharing of confidential information, or failure to comply with applicable laws and regulations.

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9. Governing Law and Jurisdiction
   - Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Astana International Financial Centre (AIFC), without regard to its conflict-of-law principles.
   - Jurisdiction: The parties hereby submit to the exclusive jurisdiction of the courts of the Astana International Financial Centre (AIFC) to settle any disputes arising under or in connection with this Agreement.
   - Arbitration: Any disputes, controversies, or claims arising out of or in connection with this Agreement, including any breach or termination thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the AIFC Court. The arbitration proceedings will be conducted in English, and the decision of the arbitral tribunal shall be final and binding.

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10. Amendments
   - UGS reserves the right to amend or modify this Agreement at any time. Any such amendments will be communicated to the Introducer electronically. By continuing to act as an introducing broker following notice of any amendments, the Introducer will be deemed to have accepted and agreed to be bound by the updated terms.

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11. Miscellaneous Provisions
   - No Assignment: The Introducer may not assign its rights or delegate its duties under this Agreement without the prior written consent of UGS.
   - **Entire Agreement:** This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, agreements, or representations related to its subject matter.
   - Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
   - Waiver: Failure of either party to enforce any term or condition of this Agreement shall not be construed as a waiver of that term or any other term.

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By clicking "Agree," you acknowledge that you have read, understood, and agree