Independent Partnership Agreement — Introducing Broker (Global)

These Independent Partnership Agreement — Global Terms (the “Agreement”) are entered into between Kohle Capital Markets Limited (the “Company”), a company incorporated in the Republic of Mauritius (Company Registration No. C153797 C1/GBL), holding an Investment Dealer (Full Service Dealer, Excluding Underwriting) Licence (Licence No. C117022600, SEC-2.1B) and a Global Business Licence (FS-4.1) issued by the Financial Services Commission of Mauritius (FSC Mauritius) under the Financial Services Act 2007 and the Securities Act 2005, with its registered office at The Cyberati Lounge, C/o Credentia International Management Ltd, Ground Floor, The Catalyst, Silicon Avenue, 40 Cybercity, 72201 Ebène, Republic of Mauritius — and the Partner (as identified and acknowledged in the execution mechanism applicable to this Agreement).

The Company operates trading and financial services under the KCM Trade brand. The Partner desires to act as an Introducing Broker of the Company within the Designated Territory as defined in Clause 1 of this Agreement, in accordance with the terms and conditions set out herein.

Territorial Scope: This Agreement governs introducing broker activities conducted in jurisdictions outside the African continent. Partners operating exclusively within Africa must enter into the separate Independent Partnership Agreement — Introducing Broker (Africa). Where a Partner operates in both Africa and other regions, two separate agreements are required, one for each territory.

Regulatory Notice: The Company holds a Global Business Licence and Investment Dealer Licence issued by the FSC Mauritius, which authorise it to conduct regulated investment dealing activities with clients on a global basis from Mauritius. The Company does not represent that its Mauritius authorisation constitutes a licence, registration, or authorisation in any other jurisdiction. Partners are solely responsible for determining whether their IB activities in any given jurisdiction require a local licence, registration, or regulatory authorisation, and for obtaining and maintaining any such authorisation.

This Agreement shall be read and construed together with the Company’s Compensation Schedule (the “Compensation Schedule”), which sets out the applicable commission, rebate, and remuneration structure and is incorporated into this Agreement by reference. In the event of any inconsistency between this Agreement and the Compensation Schedule on matters of commercial remuneration only, the Compensation Schedule shall prevail. On all other matters — including compliance, prohibited conduct, jurisdictional restrictions, data protection, confidentiality, intellectual property, non-circumvention, and brand protection — this Agreement prevails.

1. Definitions

In this Agreement, the following terms shall have the meanings set out below:

“Introduced Client” means any individual or entity referred to the Company by the Partner who successfully registers for and activates a trading account with the Company as a direct result of the Partner’s introduction.

“Services” means the trading platform, accounts, tools, and related financial services offered by the Company under the KCM Trade brand, as more fully described in the Company’s Terms of Service.

“Compensation Schedule” means the separate written schedule specifying the Partner’s applicable commission rates, rebates, and remuneration structure, as executed between the Parties and amended from time to time in accordance with Clause 7.2.

“Confidential Information” means all information disclosed by either Party to the other in connection with this Agreement that is marked as confidential, or that a reasonable person would consider to be confidential given its nature and the circumstances of disclosure, including but not limited to commercial terms, commission structures, client data, business strategies, technical information, and marketing plans. The Compensation Schedule and all commission and rebate terms constitute Confidential Information of the Company.

“KCM IP” means the KCM Trade brand name, trade marks, logos, domain names, design assets, approved marketing templates, and all other intellectual property owned by or licensed to the Company in connection with the KCM Trade brand.

“Applicable Law” means all applicable laws, regulations, rules, guidance, orders, and binding regulatory requirements in force from time to time in any jurisdiction relevant to the activities carried out under this Agreement, including but not limited to the laws of Mauritius, the laws of the jurisdiction(s) in which the Partner operates or is incorporated, applicable data protection legislation, AML/CTF legislation, securities and financial services regulation, and consumer protection law.

“IB Platform” means the Company’s back-office and partner management system through which the Partner manages referrals, monitors commissions, generates promotional materials, and accesses partner tools.

“Competing Provider” means any entity that provides, markets, or facilitates retail or professional access to foreign exchange (forex), contracts for difference (CFDs), margin trading, leveraged derivatives, or substantially similar financial products or services in competition with the Company.

“Designated Territory” means all jurisdictions globally excluding the African continent, and further excluding the Restricted Jurisdictions listed in Clause 3.2 of this Agreement. The Designated Territory is subject to amendment by the Company at any time in response to changes in Applicable Law, regulatory requirements, or sanctions obligations.

“Restricted Jurisdictions” means jurisdictions in which the Company does not accept clients or in which IB activities are prohibited, as set out in Clause 3.2 and the Company’s Jurisdictional Availability and Sanctions Policy.

“Local Regulatory Authorisation” means any licence, registration, authorisation, exemption, or approval required under the laws of a particular jurisdiction for the Partner to lawfully carry on introducing broker activities in that jurisdiction.

“KCM Group” means KCM Group Holdings Limited (the ultimate parent holding company) together with each of its subsidiaries and affiliates from time to time, including Kohle Capital Markets Limited (Mauritius), Kohle Capital Markets Pty Ltd (Australia), and Kohle Technology Limited (Hong Kong). Each entity within the KCM Group is a separate legal person; membership of the KCM Group does not render one entity liable for the obligations of, or the services provided by, another.

“Abnormal Market Conditions” means any circumstance in which the Company determines, acting reasonably, that pricing is materially disrupted, including as a result of exchange outages, data feed errors, illiquid conditions, or system malfunctions.

2. Appointment and Nature of Relationship

2.1 The Company hereby appoints the Partner as a non-exclusive Introducing Broker of the Company within the Designated Territory, and the Partner accepts such appointment, subject to the terms and conditions of this Agreement. This appointment confers no rights outside the Designated Territory and no rights with respect to the African continent, which is governed by a separate agreement.

2.2 The Partner is an independent contractor and not an employee, agent, joint venture partner, or legal representative of the Company. Nothing in this Agreement creates, or shall be construed as creating, any partnership, joint venture, employment, agency, or fiduciary relationship between the Parties.

2.3 The Partner has no authority to:

• (a) bind the Company to any contract, obligation, representation, or commitment of any kind;
• (b) accept, receive, hold, or transmit funds, deposits, or assets on behalf of the Company or on behalf of any Introduced Client;
• (c) open, close, modify, or manage trading accounts or positions on behalf of any Introduced Client, whether on a discretionary or non-discretionary basis, without that client’s express, documented, and revocable authorisation;
• (d) make representations about the Company’s Services, regulatory status, financial position, or performance beyond what is contained in the Company’s current, official, and approved marketing materials;
• (e) grant sub-licences of KCM IP or authorise any third party to use KCM IP without the Company’s prior written consent;
• (f) hold itself out as regulated or authorised by any regulatory authority in connection with the Company’s Services unless it independently holds such authorisation in its own name and the relevant jurisdiction.

2.4 The Partner acknowledges that:

• (a) the Company operates as a market maker and may act as principal counterparty to trades executed by Introduced Clients, giving rise to a potential conflict of interest as more fully described in the Company’s Conflicts of Interest Policy;
• (b) the Company’s Mauritius licences do not constitute authorisation in any other jurisdiction and the Company makes no representation that its licences authorise the Partner to carry on introducing activities in any particular jurisdiction;
• (c) the Partner’s obligation to comply with Applicable Law, including any Local Regulatory Authorisation requirements, rests entirely and exclusively with the Partner.

3. Designated Territory and Jurisdictional Compliance

3.1 Scope of Appointment

The Partner’s appointment under this Agreement is limited to introducing clients who are resident in, or whose accounts are to be domiciled in, jurisdictions within the Designated Territory. The Partner shall not under any circumstances introduce clients from the Restricted Jurisdictions, nor shall it conduct promotional or referral activities targeting persons in those jurisdictions.

3.2 Restricted Jurisdictions

The following jurisdictions are expressly excluded from the Designated Territory. The Partner is strictly prohibited from introducing clients from, or conducting IB activities targeting residents of, any of the following:

The Company may add further jurisdictions to the Restricted Jurisdictions list at any time by written notice to the Partner, with immediate effect where required by regulatory or sanctions obligations, or with fourteen (14) days’ notice otherwise. The current and authoritative list of Restricted Jurisdictions is maintained on the Company’s Jurisdictional Availability and Sanctions Policy pages, which the Partner agrees to monitor on a regular basis.

3.3 Local Regulatory Authorisation Obligation

The Partner is solely responsible for independently determining whether its IB activities in any particular jurisdiction within the Designated Territory require a Local Regulatory Authorisation. Without limiting the foregoing:

• (a) Southeast Asia — the Partner acknowledges that certain jurisdictions, including Thailand, Indonesia, Malaysia, Vietnam, and the Philippines, impose licensing requirements on persons soliciting investment clients. The Partner shall obtain all required local authorisations before conducting IB activities in any such jurisdiction;
• (b) Middle East (MENA) — jurisdictions including the UAE (under DFSA, FSRA, or SCA oversight), Saudi Arabia, and Qatar impose financial promotion and intermediary regulations. The Partner shall ensure compliance with all applicable local requirements;
• (c) Europe — EU/EEA jurisdictions generally require investment firms and their intermediaries to be authorised under MiFID II (Markets in Financial Instruments Directive II). The Partner shall not conduct IB activities in EU/EEA jurisdictions unless it holds the requisite MiFID II authorisation or operates under an applicable exemption;
• (d) Latin America — securities and financial services regulation varies significantly by country. The Partner shall comply with all applicable local requirements before commencing IB activities in any Latin American jurisdiction;
• (e) Any other jurisdiction — the Partner shall conduct its own legal due diligence for each jurisdiction in which it proposes to operate and shall not commence IB activities in any new jurisdiction without first satisfying itself that it holds all required Local Regulatory Authorisations.

3.4 The Partner shall promptly notify the Company in writing if it becomes aware of any regulatory requirement, change in law, or regulatory action that may affect its authority to conduct IB activities in any jurisdiction within the Designated Territory.

3.5 The Company reserves the right to restrict the Partner’s activities in any jurisdiction at any time and without prior notice where the Company reasonably determines, on the basis of legal advice or regulatory guidance, that the Partner’s activities in that jurisdiction create a material legal or regulatory risk for the Company or the KCM Group.

4. Partner Responsibilities

The Partner shall at all times:

• (a) actively promote the Company’s business and Services within the Designated Territory in a professional, ethical, and lawful manner;
• (b) introduce and engage prospective Introduced Clients solely within the Designated Territory, using only approved, compliant methods and materials;
• (c) comply fully with all Applicable Law in each jurisdiction in which the Partner conducts activities, including any Local Regulatory Authorisation requirements;
• (d) comply with the Company’s Marketing and Advertising Compliance Policy, including the obligation to include the mandatory risk warning — “Trading CFDs involves a significant risk of loss. You could lose some or all of your invested capital. This material does not constitute investment advice.” — in all promotional materials, to refrain from making profit guarantees or misleading claims, and to obtain the Company’s prior written approval for all marketing materials before publication;
• (e) ensure that all promotional materials produced by or on behalf of the Partner accurately state, where required by the laws of the relevant jurisdiction, that the Company is regulated by the FSC Mauritius and not by any other regulatory authority, and that the relevant regulatory authority’s name, the Company’s licence number, and a risk warning are included as required;
• (f) comply with the Company’s AML and KYC Policy and Sanctions Policy insofar as applicable to the Partner’s introducing activities, including by:
  • not knowingly referring any individual or entity that is a sanctioned person or entity under any applicable sanctions regime;
  • not accepting cash payments, undisclosed third-party remuneration, or any payments that may constitute proceeds of money laundering or terrorism financing in connection with activities under this Agreement;
  • cooperating fully and promptly with the Company’s AML and KYC verification procedures for all Introduced Clients;
  • immediately notifying the Company in writing if the Partner becomes aware that any Introduced Client is or may be a sanctioned person or entity;
• (g) not refer Introduced Clients from Restricted Jurisdictions;
• (h) not introduce persons who are minors or who lack legal capacity to enter into financial contracts;
• (i) ensure that Introduced Clients receive the Company’s Risk Disclosure Statement and Terms of Service prior to account activation and that they have had a reasonable opportunity to read and understand those documents;
• (j) maintain complete, accurate, and up-to-date records of all IB activities, client introductions, and compliance measures undertaken, and retain such records for a minimum period of five (5) years from the date of the relevant activity, or such longer period as Applicable Law requires;
• (k) protect and uphold the reputation, commercial interests, and regulatory standing of the Company and the KCM Group at all times.

5. Company Responsibilities

The Company shall:

• (a) provide the Partner with access to the IB Platform, relevant marketing materials, product information, and operational support sufficient to enable the Partner to perform its obligations under this Agreement;
• (b) offer client service and administrative support for Introduced Clients in accordance with the Company’s standard service levels;
• (c) act as the primary point of contact for contractual, compliance, and service-related matters affecting Introduced Clients;
• (d) pay commissions and rebates to the Partner in accordance with the Compensation Schedule, subject to the provisions of Clause 7 (Compensation) and Clause 8 (Prohibited Trading Activities);
• (e) conduct due diligence on the Partner prior to activation of the IB relationship, and maintain ongoing monitoring of the Partner’s conduct in accordance with the Company’s Conflicts of Interest Policy §3.7;
• (f) notify the Partner of any material changes to the Restricted Jurisdictions list as soon as reasonably practicable.

6. Marketing and Operational Support

6.1 Subject to prior written approval by the Company in each instance, the Company may, at its sole discretion, provide partial financial support for the Partner’s business development and promotional activities, which may include:

• (a) event organisation expenses;
• (b) local digital marketing campaigns;
• (c) educational webinar and seminar support;
• (d) community and industry engagement activities.

6.2 Any marketing support is subject to:

• (a) a prior written request by the Partner specifying the nature, scope, target jurisdiction(s), target audience, and estimated cost;
• (b) the Company’s prior written approval, which may be withheld at the Company’s absolute discretion;
• (c) all supported materials and activities complying with the Company’s Marketing and Advertising Compliance Policy and Applicable Law, including any applicable financial promotion rules in the target jurisdiction;
• (d) the Company’s right to request evidence of expenditure and to withhold or reclaim support payments in respect of any activity found to be non-compliant.

6.3 Marketing support is discretionary and does not form part of the Compensation Schedule. No course of dealing shall create an obligation on the Company to provide equivalent support in future periods.

7. Compensation

7.1 The Company shall pay the Partner commissions and rebates in accordance with the Compensation Schedule, subject to the provisions of this Clause 7 and Clause 8.

7.2 The Compensation Schedule shall be reviewed by the Parties no less than once every three (3) months. Amendments must be agreed in writing by both Parties and take effect from the date specified in the amended schedule.

7.3 Commissions are payable only in respect of Introduced Clients who have:

• (a) completed the Company’s full KYC and account verification process to the Company’s satisfaction;
• (b) funded their trading account(s) in accordance with the Company’s minimum deposit requirements; and
• (c) conducted trading activity in accordance with the Company’s Terms of Service and trading policies.

7.4 The Company reserves the right to withhold, adjust, or suspend commissions where any Introduced Client’s account is under investigation for potential breach of this Agreement or the Company’s trading policies, pending resolution of such investigation.

7.5 Tax and Withholding. The Partner is solely responsible for all taxes, duties, levies, withholding taxes, and social contributions arising in connection with commissions received under this Agreement, in each jurisdiction where the Partner is subject to tax. Where applicable law requires the Company to withhold any taxes from commission payments, the Company shall withhold accordingly and remit to the relevant authority. Commission statements shall reflect any such withholding. The Company does not provide tax advice to the Partner, and the Partner should obtain independent tax advice as appropriate.

7.6 Currency. Commissions shall be paid in United States Dollars (USD) unless otherwise specified in the Compensation Schedule. Currency conversion, where applicable, shall be at the rate applied by the Company’s payment processor at the time of payment.

7.7 Payment Mechanics. Commissions shall be paid in accordance with the payment cycle and method specified in the Compensation Schedule. The Company shall not be liable for delays caused by the Partner’s bank, payment processor, or correspondent banking relationships.

7.8 Clawback. In addition to the Company’s rights under Clause 8.3(b), the Company may reclaim any commissions paid to the Partner within the preceding six (6) months that are subsequently determined to have been derived directly or indirectly from prohibited trading activity as described in Clause 8, notwithstanding that such commissions were paid in good faith at the time of payment. The Partner shall repay any such amounts within fourteen (14) days of written demand. In the event of non-payment, the Company may offset the amount owed against future commission payments.

8. Prohibited Trading Activities

8.1 The Partner acknowledges and agrees that all Introduced Clients and all trading activities conducted through accounts introduced by the Partner must comply with the Company’s Terms of Service, trading policies, risk management standards, and regulatory requirements. The Partner shall use its best endeavours to ensure that Introduced Clients are made aware of and comply with such requirements prior to trading.

8.2 The following activities are strictly prohibited in relation to all accounts introduced by the Partner:

• (a) exploitation of system errors, technical vulnerabilities, pricing feed malfunctions, or price latency for trading gain;
• (b) market manipulation, fraudulent acts, or fictitious transactions, including but not limited to spoofing, layering, wash trading, front-running, and momentum ignition, as further described in the Company’s Terms of Service §5;
• (c) abuse of liquidity mechanisms, including disrupting orderly market functioning through high-frequency mass order placement and cancellation without genuine trading intent;
• (d) use of gap trading strategies in conjunction with maximum or near-maximum leverage positions, or any similar strategy designed to exploit overnight or weekend price gaps for the purpose of obtaining profit in a manner inconsistent with legitimate market participation;
• (e) arbitrage strategies executed during Abnormal Market Conditions;
• (f) any trading strategy characterised by a pattern of activity with no genuine commercial, directional, or hedging rationale, where the primary or predominant purpose is to extract profit from pricing anomalies, system limitations, or temporal inefficiencies;
• (g) coordinated or related-party trading activity designed to generate artificial commission flows, including but not limited to circular trading, offsetting positions across related accounts, and volume inflation without genuine risk transfer;
• (h) any act or omission that violates applicable regulatory provisions, the Company’s Terms of Service, or the Company’s principles of fair and legitimate trading.

8.3 The Company reserves the right, at its sole and absolute discretion, to:

• (a) reject, suspend, block, or terminate any Introduced Client account where such account is associated with suspected or confirmed prohibited activity;
• (b) adjust, cancel, or permanently withhold commissions, rebates, and any other remuneration derived directly or indirectly from prohibited trading behaviour, including amounts already credited but not yet withdrawn;
• (c) suspend or terminate this Agreement immediately and without prior notice where the Company determines, acting reasonably, that the Partner knew, ought to have known, or was a beneficiary of prohibited activity by Introduced Clients;
• (d) report any suspected prohibited conduct to the FSC Mauritius, the Financial Intelligence Unit of Mauritius (FIU), and any other competent authority as required by Applicable Law.

8.4 The Partner shall remain responsible for taking reasonable steps to ensure that all Introduced Clients operate in a fair, commercially legitimate, and compliant manner, and shall promptly notify the Company upon becoming aware of any suspected prohibited activity.

8.5 Sub-IB and Agent Liability. The Partner shall be fully liable for the acts and omissions of any sub-IB, affiliate, agent, or employee engaged by the Partner in connection with this Agreement to the same extent as if such acts and omissions were those of the Partner itself. This includes, without limitation, non-compliant promotional conduct, referral of clients from Restricted Jurisdictions, AML/KYC failures, and involvement in or facilitation of prohibited trading activities.

9. Intellectual Property and Brand Protection

9.1 Licence Grant. The Company grants the Partner a limited, non-exclusive, non-transferable, revocable licence to use KCM IP solely for the purpose of promoting the Services within the Designated Territory in accordance with this Agreement and the Company’s Marketing and Advertising Compliance Policy.

9.2 Conditions of Use. The Partner shall:

• (a) use KCM IP only in the form, manner, and jurisdiction(s) expressly approved in writing by the Company prior to use;
• (b) not alter, modify, adapt, or create derivative works of any KCM IP without the Company’s prior written consent;
• (c) not register or apply to register any domain name, trade mark, company name, or social media handle that incorporates or is confusingly similar to KCM IP, in any jurisdiction, whether during the term of this Agreement or at any time thereafter;
• (d) not use KCM IP in any manner that could damage the Company’s reputation, regulatory standing, or commercial interests, whether in the Designated Territory or otherwise.

9.3 Social Media, Digital Channels, and Online Presence. The Partner shall not create, operate, or maintain any social media account, website, application, YouTube channel, podcast, or other digital presence that uses or incorporates KCM IP, or that could reasonably be mistaken for an official KCM Trade channel, without the Company’s prior written approval. Where such approval is granted:

• (a) the channel must prominently and clearly identify itself as operated by the Partner as an independent Introducing Broker and not as an official KCM Trade channel;
• (b) the Company may withdraw its approval at any time upon written notice, whereupon the Partner shall immediately remove all KCM IP from such channel and, where necessary, rebrand or close such channel within seventy-two (72) hours;
• (c) the Partner shall include all required regulatory disclosures and risk warnings on any digital channel promoting the Services.

9.4 AI-Generated Promotional Content. Where the Partner utilises any AI tool — including but not limited to the Company’s IB Promo Generator — to generate promotional content referencing KCM Trade, the Partner acknowledges the terms of the Company’s AI Tools and Features Disclaimer §7, and specifically that:

• all such content is draft material only and does not constitute the Company’s approval for publication;
• the Partner bears sole and full compliance responsibility for any AI-generated content it publishes;
• all AI-generated promotional content must comply with the Marketing and Advertising Compliance Policy and the financial promotion laws of the target jurisdiction.

9.5 Ownership. All KCM IP is and shall remain the exclusive property of the Company or its licensors. Nothing in this Agreement transfers any ownership of or equitable interest in KCM IP to the Partner. The Partner acquires no rights in KCM IP other than the limited licence expressly granted in Clause 9.1.

9.6 Governing Law of IP Rights. The Company’s trade marks and brand assets are subject to applicable intellectual property rights and registrations under the laws of the Republic of Mauritius and such other jurisdictions as the Company may from time to time determine. The Partner shall not take any action in any jurisdiction that may prejudice the Company’s ownership of or rights in KCM IP.

9.7 Revocation on Termination. Upon termination or expiry of this Agreement for any reason:

• (a) the licence granted under Clause 9.1 shall immediately and automatically be revoked;
• (b) the Partner shall within forty-eight (48) hours cease all use of KCM IP in any context, remove or irreversibly delete all KCM IP materials from any platform or channel under the Partner’s control, and certify compliance in writing to the Company upon request.

10. Confidentiality

10.1 Each Party shall hold the other’s Confidential Information in strict confidence and shall not disclose it to any third party without the prior written consent of the disclosing Party, except:

• (a) to its own employees, officers, legal advisers, and accountants who have a legitimate need to know and who are bound by equivalent obligations of confidentiality; or
• (b) to the extent required by Applicable Law, a competent court, or a regulatory authority with jurisdiction over the receiving Party, provided that the receiving Party, where legally permitted, gives the disclosing Party reasonable prior written notice of the required disclosure and reasonably cooperates with any effort to obtain a protective order.

10.2 The Compensation Schedule, commission rates, rebate structures, IB Platform features, and the Company’s client data constitute Confidential Information of the highest sensitivity and shall not be disclosed to any third party, including to Introduced Clients, sub-IBs, or Competing Providers.

10.3 The Partner shall not, at any time during or after the term of this Agreement, use the Company’s Confidential Information for any purpose other than the performance of its obligations under this Agreement.

10.4 The confidentiality obligations in this Clause 10 shall survive the termination or expiry of this Agreement for a period of five (5) years, and shall survive without limitation with respect to the Company’s client data and personal data of Introduced Clients.

11. Non-Circumvention, Non-Solicitation, and Non-Competition

11.1 Non-Circumvention. The Partner shall not, during the term of this Agreement or for a period of twenty-four (24) months following termination or expiry, directly or indirectly:

• (a) solicit, re-introduce, redirect, or refer any Introduced Client to any Competing Provider without the Company’s prior written consent;
• (b) use the Company’s client relationships, Introduced Client data, or any information derived from the IB Platform to benefit any Competing Provider or any other business in competition with the Company;
• (c) encourage, induce, or assist any Introduced Client to transfer their trading account or assets away from the Company;
• (d) conduct introducing broker activities on behalf of any Competing Provider targeting the same client base or the same jurisdiction(s) within the Designated Territory where the Partner has operated under this Agreement.

11.2 Non-Solicitation of Staff. During the term and for twelve (12) months following termination, the Partner shall not directly or indirectly solicit, recruit, or attempt to solicit or recruit for employment, consultancy, or any other commercial arrangement any employee, officer, or contractor of the Company or any member of the KCM Group who was materially involved in the administration or performance of this Agreement.

11.3 Non-Competition. The Parties acknowledge that the restrictions in Clause 11.1 are reasonable and necessary to protect the Company’s legitimate business interests, client relationships, and confidential commercial information, having regard to the geographic scope of the Designated Territory and the nature of the IB relationship. If any court of competent jurisdiction determines that any restriction is unenforceable as drafted, the Parties agree that the court may modify the restriction to the minimum extent necessary to make it enforceable.

12. Competitor Disclosure

12.1 The Partner shall promptly and in any event within fourteen (14) days disclose to the Company in writing any existing or proposed commercial relationship with any Competing Provider under which the Partner introduces, promotes, markets, or refers clients to that Competing Provider.

12.2 The Company may, upon receipt of such disclosure and acting at its discretion, require the Partner to elect to maintain only one such relationship as a condition of continuing this Agreement. Failure to make the required disclosure constitutes a material breach of this Agreement.

12.3 The Company may, as a condition of entering into or continuing this Agreement, require the Partner to execute a written declaration confirming that it is not a party to any undisclosed arrangement with a Competing Provider.

13. Non-Disparagement and Reputation Protection

13.1 The Partner shall not, whether during the term of this Agreement or at any time following its termination or expiry, make, publish, cause to be made, or facilitate any statement — whether oral, written, electronic, or in any social media, broadcast, podcast, group chat, or other format — that is:

• (a) disparaging, derogatory, defamatory, or malicious in respect of the Company, any member of the KCM Group, or any of their respective officers, employees, or directors;
• (b) materially misleading or inaccurate regarding the Company’s regulatory status, financial soundness, products, Services, or client practices;
• (c) likely to damage the reputation, brand integrity, client relationships, or commercial interests of the Company or the KCM Group.

13.2 The Partner shall promptly notify the Company upon becoming aware of any third-party statement that meets the description in Clause 13.1, where such statement originates from a person in the Partner’s network or a sub-IB or agent engaged by the Partner.

13.3 Nothing in this Clause prevents the Partner from making factually accurate statements to a competent regulatory authority, a court of law, or a financial ombudsman as required by Applicable Law.

14. Data Protection, Privacy, and Cross-Border Data Transfers

14.1 In the course of activities under this Agreement, the Partner may collect, process, or transmit personal data of prospective Introduced Clients. The Partner shall:

• (a) collect and process such personal data only to the extent strictly necessary and in full compliance with Applicable Law, including all applicable data protection and privacy legislation in each jurisdiction where the Partner operates;
• (b) not transmit personal data to the Company by any insecure or unencrypted means without the Company’s prior written approval;
• (c) use personal data collected in connection with this Agreement solely for the purpose of introducing prospective clients to the Company and for no other purpose;
• (d) implement and maintain appropriate technical and organisational measures to protect personal data against unauthorised access, disclosure, alteration, or loss;
• (e) notify the Company promptly — and in any event within forty-eight (48) hours of becoming aware — of any actual or suspected personal data breach affecting data related to Introduced Clients or prospective Introduced Clients;
• (f) where the Partner transmits personal data across international borders, ensure that all applicable cross-border data transfer requirements (including, where applicable, standard contractual clauses, binding corporate rules, or equivalent mechanisms) are satisfied before such transfer.

14.2 The Partner acknowledges that the Company processes personal data of Introduced Clients in Mauritius. The Partner shall inform all prospective Introduced Clients of the Company’s data processing practices, including the international transfer of their personal data to Mauritius, before referring them to the Company. The Company’s data practices are set out in its Privacy Policy and Data Safety and Processing Disclosure.

14.3 The Partner shall not retain personal data of Introduced Clients beyond the period necessary for the purposes for which it was collected, and shall in any event delete all such data on the earlier of the Company’s written request or the expiry of the retention period required by Applicable Law.

15. Indemnification

The Partner agrees to indemnify, defend, and hold harmless the Company and each member of the KCM Group, and their respective officers, directors, employees, agents, and licensors (the “Indemnified Parties”), from and against any and all claims, demands, actions, regulatory investigations or proceedings, losses, damages, fines, penalties, liabilities, costs, and expenses (including reasonable legal fees and disbursements) arising from or in connection with:

• (a) any breach or alleged breach of any provision of this Agreement by the Partner;
• (b) any unlawful, negligent, reckless, or fraudulent act or omission by the Partner, or by any sub-IB, agent, employee, or affiliate engaged by the Partner, in connection with activities under this Agreement;
• (c) any marketing or promotional material that is non-compliant with the Company’s Marketing and Advertising Compliance Policy or with Applicable Law, published by the Partner or by any person in the Partner’s network;
• (d) any regulatory investigation, fine, or enforcement action taken against the Company or any member of the KCM Group arising directly or indirectly from the Partner’s activities under this Agreement;
• (e) any violation by the Partner of Applicable Law in any jurisdiction;
• (f) any failure by the Partner to obtain or maintain a required Local Regulatory Authorisation;
• (g) any breach by the Partner of its non-circumvention, non-competition, non-disparagement, or competitor disclosure obligations under Clauses 11, 12, and 13;
• (h) any data protection breach or unlawful processing of personal data by the Partner.

This indemnity obligation is independent of, and in addition to, any other rights or remedies the Company may have under this Agreement or Applicable Law, and survives the termination or expiry of this Agreement without limitation in time.

16. Termination

16.1 Termination for Cause. The Company may terminate this Agreement with immediate effect and without prior notice by written notice to the Partner in the event of:

• (a) any material breach of this Agreement that is incapable of remedy, or that the Partner fails to remedy within fourteen (14) days of written notice from the Company specifying the breach;
• (b) any breach of Clause 3.2 (Restricted Jurisdictions), Clause 4(f) (AML/sanctions), Clause 8 (Prohibited Trading Activities), Clause 9 (IP and Brand Protection), Clause 10 (Confidentiality), Clause 11 (Non-Circumvention), Clause 13 (Non-Disparagement), or Clause 14 (Data Protection);
• (c) the Partner becoming insolvent, being wound up, entering administration, receivership, or any equivalent insolvency process under any applicable jurisdiction;
• (d) the Partner being found by a competent authority to have violated any Applicable Law in connection with activities under this Agreement;
• (e) the Partner operating in any Restricted Jurisdiction;
• (f) the Partner engaging in, facilitating, or knowingly permitting prohibited trading activities as described in Clause 8;
• (g) any act or omission by the Partner that the Company reasonably determines poses a material regulatory, legal, reputational, or commercial risk to the Company or the KCM Group.

16.2 Termination for Convenience. Either Party may terminate this Agreement without cause by providing the other Party with thirty (30) days’ prior written notice.

16.3 Effect of Termination. Upon termination or expiry of this Agreement:

• (a) the Partner shall immediately cease all promotional, referral, and IB activities on behalf of the Company;
• (b) the licence granted under Clause 9.1 shall immediately and automatically be revoked and Clause 9.7 shall apply;
• (c) the Partner shall promptly return or irreversibly destroy all Confidential Information of the Company and all KCM IP materials in its possession, and certify compliance in writing upon request;
• (d) the Company shall pay to the Partner any commissions legitimately earned and due under the Compensation Schedule in respect of the period up to and including the termination date, subject to the Company’s rights under Clauses 7.4, 7.8, and 8.3(b);
• (e) all accrued rights and obligations of the Parties shall survive termination;
• (f) the following provisions shall survive termination without limitation unless otherwise specified: Clauses 8 (Prohibited Trading), 9.3–9.7 (Brand Protection), 10 (Confidentiality), 11 (Non-Circumvention), 12 (Competitor Disclosure), 13 (Non-Disparagement), 14 (Data Protection), 15 (Indemnification), 17 (Limitation of Liability), 18 (Force Majeure), 19 (Governing Law), and 21 (General).

16.4 No Compensation on Termination. Subject to Clause 16.3(d), the Partner shall not be entitled to any compensation, damages, or payment from the Company arising from or in connection with the termination or expiry of this Agreement, regardless of the reason for termination, including for loss of future commissions, loss of investment in building an IB network, loss of client relationships, or loss of business opportunity.

17. Limitation of Liability

17.1 To the maximum extent permitted by Applicable Law, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or in connection with this Agreement, including loss of profits, loss of revenue, loss of business opportunity, loss of data, or loss of goodwill, whether or not advised of the possibility of such damages.

17.2 The Company’s total aggregate liability to the Partner under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total commissions paid by the Company to the Partner in the three (3) months immediately preceding the event giving rise to the claim.

17.3 Nothing in this Agreement shall limit or exclude either Party’s liability for:

• (a) fraud or fraudulent misrepresentation;
• (b) death or personal injury caused by negligence; or
• (c) any other liability that cannot lawfully be limited or excluded under Applicable Law.

18. Force Majeure and Regulatory Intervention

18.1 Neither Party shall be in breach of this Agreement to the extent that its failure or delay in performing any obligation results from a Force Majeure Event. A “Force Majeure Event” means any event beyond the reasonable control of the affected Party, including but not limited to acts of God, war, armed conflict, terrorism, sanctions or embargoes, pandemic or public health emergency, civil unrest, governmental or regulatory action, nationalisation, expropriation, failure or interruption of third-party telecommunications or critical infrastructure, or cyber attack.

18.2 Without limiting the generality of Clause 18.1, the Company may, without liability to the Partner:

• (a) suspend commission payments;
• (b) restrict or suspend access to the IB Platform;
• (c) suspend, restrict, or modify the Services in any jurisdiction; or
• (d) suspend the operation of any part of this Agreement,

for the duration of any regulatory direction, order, guidance, or intervention issued by the FSC Mauritius, ASIC, or any other competent regulatory authority with jurisdiction over the Company or any member of the KCM Group, or for the duration of any sanctions measure that affects the Company’s ability to perform.

18.3 The affected Party shall notify the other Party in writing as soon as reasonably practicable upon becoming aware of a Force Majeure Event, specifying the nature of the event, the obligations affected, and the expected duration.

18.4 If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement by written notice without further liability, subject to the payment of accrued commissions under Clause 16.3(d).

19. Governing Law and Jurisdiction

19.1 This Agreement is governed by and shall be construed in accordance with the laws of the Republic of Mauritius, without regard to its conflict of laws principles.

19.2 Any dispute, controversy, or claim arising out of or relating to this Agreement, or any breach, termination, or invalidity thereof, shall be subject to the exclusive jurisdiction of the courts of the Republic of Mauritius. Each Party irrevocably submits to the jurisdiction of those courts and waives, to the fullest extent permitted by Applicable Law, any objection to proceedings in those courts on the ground of inconvenient forum, improper venue, or lack of jurisdiction.

19.3 Nothing in this Clause shall prevent the Company from seeking urgent injunctive, interim, or other equitable relief before any competent court in any jurisdiction where such relief is necessary to protect KCM IP, Confidential Information, or the Company’s legitimate business interests, without such application constituting a waiver of this Clause.

19.4 Mandatory Local Law. Where the Partner’s jurisdiction of incorporation or operation imposes mandatory consumer protection, employment, data protection, or other statutory rights that cannot be excluded by contract, nothing in this Agreement shall be construed as excluding or limiting those rights to the extent they are mandatorily applicable.

20. Validity Period and Review

20.1 This Agreement shall remain in force for an initial period of one (1) year from the date of execution and shall thereafter automatically renew for successive one-year periods unless terminated in accordance with Clause 16 or replaced by a subsequent written agreement duly executed by both Parties.

20.2 The Compensation Schedule shall be reviewed by the Parties no less than once every three (3) months. Amendments require written agreement by both Parties.

20.3 The Company reserves the right to update the standard terms of this Agreement from time to time to reflect changes in Applicable Law, FSC Mauritius regulatory guidance, or the Company’s compliance requirements. Where material changes are proposed, the Company shall provide the Partner with no less than thirty (30) days’ written notice. Continued operation under this Agreement after the effective date of any such changes shall constitute acceptance by the Partner.

21. General

21.1 Entire Agreement. This Agreement, together with the Compensation Schedule and the Company’s policies incorporated by reference, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations, understandings, and agreements between the Parties, whether oral or written, relating to such subject matter. The following Company policies are incorporated by reference and form part of the Partner’s obligations:

• Terms of Service
• Marketing and Advertising Compliance Policy
• AML and KYC Policy
• Sanctions Policy
• Conflicts of Interest Policy
• Privacy Policy
• Jurisdictional Availability
• AI Tools and Features Disclaimer (in respect of the IB Promo Generator)

In the event of any inconsistency between the terms of this Agreement and the incorporated policies, this Agreement shall prevail, except as expressly stated otherwise herein.

21.2 Amendments. No amendment to this Agreement (other than updates to the Compensation Schedule as provided in Clause 20.2 and standard terms updates as provided in Clause 20.3) shall be effective unless made in writing and executed by authorised representatives of both Parties.

21.3 Waiver. No failure or delay by either Party to exercise any right or remedy shall constitute a waiver of that right or remedy, nor shall a waiver of any breach constitute a waiver of any subsequent breach of the same or any other provision.

21.4 Severability. If any provision of this Agreement is held to be invalid, unlawful, or unenforceable by any court or competent authority, that provision shall to that extent be severed from the remaining terms, which shall continue in full force and effect to the maximum extent permitted by Applicable Law.

21.5 Assignment. The Partner may not assign, transfer, novate, or sub-contract any of its rights or obligations under this Agreement without the Company’s prior written consent, which may be withheld at the Company’s absolute discretion. The Company may assign this Agreement to any member of the KCM Group or any successor entity upon written notice to the Partner.

21.6 Notices. All notices, demands, and communications required or permitted under this Agreement shall be in writing and shall be delivered by email with confirmed receipt:

Company: CS@kcmtrade.com
Partner: as specified in the Partner’s registration or account details on the IB Platform

21.7 Language. This Agreement is executed in English. In the event of any translation of this Agreement, the English version shall prevail.

21.8 Electronic Execution. This Agreement may be executed electronically, including by digital acknowledgment on the IB Platform. Electronic execution shall have the same legal force and effect as a physical handwritten signature for all purposes, including under the Electronic Transactions Act 2000 (Mauritius) and equivalent legislation in the Partner’s jurisdiction.

22. Acknowledgment and Execution

By completing the acceptance mechanism on the IB Platform (including, where applicable, checking the acknowledgment checkbox or executing electronically), the Partner irrevocably confirms that:

• (a) the Partner has read, understood, and agrees to be bound by this Agreement in its entirety, including all policies incorporated by reference;
• (b) the Partner has the legal capacity and, where it is a corporate entity, the requisite corporate authority and all necessary board or officer approvals to enter into this Agreement;
• (c) the Partner has conducted its own due diligence on the Local Regulatory Authorisation requirements applicable in each jurisdiction in which it intends to operate under this Agreement, and either holds such authorisations or has determined, on the basis of independent legal advice, that no such authorisation is required;
• (d) the Partner accepts full and sole responsibility for all IB activities conducted under this Agreement and for the conduct of all sub-IBs, agents, and affiliates it engages in connection with this Agreement;
• (e) the Partner enters into this Agreement in good faith with the genuine commercial intent to build a long-term IB relationship with the Company, and commits to conducting all activities in full compliance with the terms herein and with Applicable Law.

This Agreement forms part of the KCM Trade Global Partner compliance framework and should be read alongside the Independent Partnership Agreement — Introducing Broker (Africa), Terms of Service, Marketing and Advertising Compliance Policy, AML and KYC Policy, Sanctions Policy, Conflicts of Interest Policy, Regulatory and Licensing Disclosure, and AI Tools and Features Disclaimer.