Independent Partnership Agreement — Introducing Broker (Africa)

These Independent Partnership Agreement — Africa 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) issued by the Financial Services Commission of Mauritius (FSC Mauritius), 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 exclusively 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 applies exclusively to introducing broker activities conducted within African jurisdictions. The Partner is not authorised under this Agreement to introduce clients or conduct promotional activities outside the Designated Territory. Any activities outside Africa require a separate written agreement duly executed by the Company.

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, 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.

“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.

“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.

“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.

“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 the continent of Africa and all sovereign states, territories, and jurisdictions therein, as listed by the African Union, subject to any jurisdiction-specific exclusions imposed by the Company’s Sanctions Policy, AML and KYC Policy, or Jurisdictional Availability policy from time to time. For the avoidance of doubt, the Partner is not authorised to introduce clients or conduct promotional activities in any jurisdiction outside the Designated Territory under this Agreement.

2. Appointment and Nature of Relationship

2.1 The Company hereby appoints the Partner as a non-exclusive Introducing Broker of the Company exclusively 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.

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, or agency relationship between the Parties.

2.3 The Partner has no authority to:

(a) bind the Company to any contract or obligation;
(b) accept funds or deposits on behalf of the Company or on behalf of any Introduced Client;
(c) open, close, or manage trading accounts or positions on behalf of any Introduced Client without that client’s express, documented authorisation;
(d) make representations about the Company’s Services beyond what is contained in the Company’s official, approved marketing materials;
(e) 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 jurisdiction.

2.4 The Partner acknowledges that the Company operates as a market maker and may act as principal counterparty to trades executed by Introduced Clients. This gives rise to a potential conflict of interest, as more fully described in the Company’s Conflicts of Interest Policy.

3. Objectives of the Relationship

The Parties intend to:

(a) establish a framework for mutual business growth exclusively within the Designated Territory (the African market);
(b) identify, onboard, and support Introduced Clients and sub-IB partners within the Designated Territory in a compliant and commercially legitimate manner;
(c) enhance awareness of KCM Trade’s brand, products, and Services across key African markets within the Designated Territory;
(d) develop long-term cooperation in a manner that is mutually beneficial, commercially sustainable, and fully compliant with Applicable Law.

4. Partner Responsibilities

The Partner shall at all times:

(a) actively promote the Company’s business and Services exclusively within the Designated Territory in a professional, ethical, and lawful manner;
(b) introduce and engage prospective Introduced Clients and sub-IB partners solely within the Designated Territory using only approved, compliant methods and materials;
(c) comply fully with all Applicable Law in each jurisdiction within the Designated Territory in which the Partner conducts activities under this Agreement, including any local licensing, registration, or regulatory authorisation requirements that may apply to the Partner’s introducing broker activities in that jurisdiction;
(d) comply with the Company’s Marketing and Advertising Compliance Policy, including the obligation to include the mandatory risk warning in all promotional materials, to refrain from making profit guarantees or misleading claims, and to obtain the Company’s prior written approval for marketing materials before publication;
(e) comply with the Company’s AML and KYC Policy and Sanctions Policy insofar as they are 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 money laundering proceeds in connection with activities under this Agreement;
- cooperating fully and promptly with the Company’s AML and KYC verification procedures for all Introduced Clients;
(f) not refer Introduced Clients from jurisdictions outside the Designated Territory, or from any jurisdiction within Africa in which the Company does not accept clients, as set out in the Company’s Jurisdictional Availability and Sanctions Policy;
(g) maintain complete, accurate, and up-to-date records of all activities conducted under this Agreement, and retain such records for a minimum period of five (5) years from the date of the relevant activity;
(h) protect and uphold the reputation, commercial interests, and regulatory standing of the Company 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 activities in accordance with the Company’s Conflicts of Interest Policy §3.7.

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) office rental support within the Designated Territory;
(b) event organisation expenses for events held within the Designated Territory;
(c) local marketing campaigns targeting audiences within the Designated Territory;
(d) community engagement activities within the Designated Territory.

6.2 Any marketing support provided under Clause 6.1 is subject to:

(a) the Partner submitting a written request specifying the nature, scope, and estimated cost of the proposed activity;
(b) the Company’s prior written approval, which may be withheld or conditioned at the Company’s absolute discretion;
(c) all materials and activities funded by such support complying with the Company’s Marketing and Advertising Compliance Policy and Applicable Law;
(d) the Company’s right to request evidence of expenditure and to withhold or reclaim payments in respect of any activity that is found, after the fact, to have been non-compliant.

6.3 Marketing support payments are discretionary and do not form part of the Compensation Schedule. The provision of support in any period does not create an obligation to provide equivalent support in any subsequent period.

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. Any amendments to the Compensation Schedule shall be agreed in writing and shall 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;
(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 reclaim commissions where any Introduced Client’s account or trading activity is subject to investigation for potential breach of this Agreement or the Company’s trading policies, pending resolution of such investigation.

7.5 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.

7.6 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, and 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.

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.

8.2 The following activities are strictly prohibited for all accounts introduced by the Partner:

(a) exploitation of system errors, technical vulnerabilities, or price latency for trading gain;
(b) market manipulation, fraudulent acts, or fictitious transactions, including but not limited to spoofing, layering, wash trading, and front-running, as further described in the Company’s Terms of Service §5;
(c) abuse of liquidity mechanisms, including disrupting orderly markets through high-frequency mass order placement and cancellation without genuine trading intent;
(d) use of gap trading strategies in conjunction with maximum leverage positions, or any similar strategy designed to exploit price gaps or overnight market discontinuities for the purpose of obtaining profit in a manner inconsistent with legitimate market participation;
(e) arbitrage strategies executed during Abnormal Market Conditions, where “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, or system malfunctions;
(f) any trading strategy characterised by a pattern of activity with no genuine commercial or hedging rationale, where the primary or predominant purpose is to extract profit from pricing anomalies, system limitations, or temporal inefficiencies rather than legitimate directional or risk-management activity;
(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 other 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 compensation already credited to the Partner’s account that has not yet been withdrawn;
(c) suspend or terminate this Agreement immediately and without prior notice in the event of any material violation of this Clause 8 by the Partner or by Introduced Clients, where the Company determines, acting reasonably, that the Partner knew or ought to have known of such conduct;
(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. The Partner shall promptly notify the Company upon becoming aware of any suspected prohibited activity by an Introduced Client.

8.5 Sub-IB Liability. The Partner shall be liable for the acts and omissions of any sub-IB, affiliate, or agent 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, and involvement in 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 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 and manner 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, 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.

9.3 Social Media and Digital Channels. The Partner shall not create, operate, or maintain any social media account, profile, page, channel, or website that uses or incorporates KCM IP, or that is likely to be mistaken for an official KCM Trade channel, without the Company’s prior written approval. Where such approval is granted:

(a) the account or channel must be clearly identified as operated by the Partner as an independent IB 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.

9.4 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.

9.5 Governing Law of IP Rights. The Company’s trade marks and brand assets are the subject of applicable intellectual property rights and registrations under the laws of the Republic of Mauritius and such other jurisdictions as the Company may determine from time to time. No act of the Partner in any jurisdiction shall be construed as creating any rights in KCM IP beyond those expressly granted herein.

9.6 Revocation on Termination. Upon termination or expiry of this Agreement for any reason, the licence granted under Clause 9.1 shall immediately and automatically be revoked. The Partner shall within forty-eight (48) hours:

(a) cease all use of KCM IP in any and all materials, channels, and contexts;
(b) remove or irreversibly delete all KCM IP materials from any platform, website, application, or digital channel under the Partner’s control or influence;
(c) certify in writing to the Company that it has complied with this Clause 9.6 upon request.

9.7 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:

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

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 disclosing Party’s prior written consent, except:

(a) to its own employees, officers, legal advisers, and accountants who have a legitimate need to know and who are bound by equivalent confidentiality obligations; or
(b) to the extent required by Applicable Law, a court of competent jurisdiction, 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.

10.2 The Company’s commission rates, rebate structures, Compensation Schedule terms, and IB platform features constitute Confidential Information of the Company and shall not be disclosed by the Partner to any third party, including to Introduced Clients or to any Competing Provider.

10.3 The confidentiality obligations in this Clause 10 shall survive the termination or expiry of this Agreement for a period of five (5) years.

11. Non-Circumvention and Non-Solicitation

11.1 Non-Circumvention. The Partner shall not, during the term of this Agreement or for a period of twenty-four (24) months following the termination or expiry of this Agreement, 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 information derived from the IB Platform to benefit any Competing Provider or any other business in competition with the Company;
(c) encourage or induce any Introduced Client to transfer their account or assets away from the Company;
(d) conduct introducing broker activities in respect of the same client base or market within the Designated Territory on behalf of any Competing Provider.

11.2 Non-Solicitation of Staff. During the term and for twelve (12) months following termination, the Partner shall not solicit or attempt to solicit for employment any employee or officer of the Company who was materially involved in the administration of this Agreement or the management of the IB relationship.

11.3 Reasonableness and Severance of Restrictions. The Parties acknowledge that the restrictions in Clauses 11.1 and 11.2 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 such restriction is unenforceable as drafted, the Parties agree that the court may modify the restriction to the minimum extent necessary to render it enforceable, and each restriction (whether as to duration, scope, or territory) shall be treated as severable such that the invalidity of one does not affect the enforceability of the others.

12. Competitor Disclosure

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

12.2 The Company may, upon receipt of such disclosure and at its discretion, require the Partner to elect which relationship to maintain as a condition of continuing this Agreement. Failure to disclose any such relationship within fourteen (14) days of its commencement shall constitute a material breach of this Agreement.

13. Non-Disparagement

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, or in any electronic, social media, broadcast, or other format — that is:

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

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

14. Data Protection and Privacy

14.1 In the course of activities conducted 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 necessary and in accordance with Applicable Law, including applicable data protection and privacy legislation in each jurisdiction where the Partner operates;
(b) not transmit personal data to the Company by any means that is insecure or unencrypted without the Company’s prior written approval;
(c) not use personal data collected in connection with this Agreement for any purpose other than the introduction of prospective clients to the Company;
(d) maintain appropriate technical and organisational measures to protect personal data against unauthorised access, disclosure, or loss;
(e) promptly notify the Company — and in any event within forty-eight (48) hours of becoming aware — of any actual or suspected personal data breach involving data related to Introduced Clients or prospective Introduced Clients.

14.2 Personal data processed by the Company in connection with Introduced Client accounts is handled in accordance with the Company’s Privacy Policy and Data Safety and Processing Disclosure. The Partner shall inform prospective Introduced Clients of the Company’s privacy practices before referring them to the Company.

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 proceedings, losses, damages, fines, penalties, liabilities, costs, and expenses (including reasonable legal fees) arising from or in connection with:

(a) any breach or alleged breach of this Agreement by the Partner;
(b) any unlawful, negligent, 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 non-compliant marketing or promotional material published by the Partner or by any sub-IB or affiliate engaged by the Partner;
(d) any regulatory action taken against the Company or the Indemnified Parties as a direct or indirect consequence of the Partner’s activities under this Agreement;
(e) any violation of Applicable Law by the Partner in any jurisdiction in which the Partner conducts activities;
(f) any failure by the Partner to obtain or maintain any licence, registration, or authorisation required in the Designated Territory;
(g) any breach by the Partner of its non-circumvention, 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 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 by the Partner that is not capable 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 8 (Prohibited Trading Activities), Clause 9 (Intellectual Property and Brand Protection), Clause 10 (Confidentiality), Clause 11 (Non-Circumvention), Clause 13 (Non-Disparagement), or Clause 14 (Data Protection) by the Partner;
(c) the Partner becoming insolvent, 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) 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 to 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 and referral activities on behalf of the Company;
(b) the licence granted under Clause 9 shall immediately and automatically be revoked and Clause 9.6 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;
(d) the Company shall pay to the Partner any commissions that have been legitimately earned and are due under the Compensation Schedule in respect of the period up to and including the date of termination, subject to the Company’s rights under Clauses 7.4, 7.5, and 8.3(b);
(e) the following clauses shall survive termination without limitation unless otherwise specified: Clauses 8, 9.3–9.6, 10, 11, 12, 13, 14, 15, 17, 18, and 19.

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 in connection with the termination of this Agreement for any reason, including for loss of future commissions, loss of investment in building an IB network, 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, or loss of goodwill, even if 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 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 fraud, fraudulent misrepresentation, or any other matter that cannot 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 to perform 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, terrorism, sanctions, pandemic, civil unrest, government action, or failure of third-party telecommunications or infrastructure.

18.2 Without limiting the generality of Clause 18.1, the Company may suspend commission payments, restrict IB Platform access, or suspend the operation of this Agreement for the duration of any regulatory direction, order, or intervention issued by the FSC Mauritius, ASIC, or any other competent authority with jurisdiction over the Company or any member of the KCM Group, without such suspension constituting a breach of this Agreement or giving rise to any liability to the Partner.

18.3 If a Force Majeure Event continues for more than sixty (60) days, either Party may terminate this Agreement by written notice without any 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 such jurisdiction and waives any objection to proceedings in that jurisdiction on the ground of venue or inconvenient forum, without prejudice to any mandatory rights either Party may have under the laws of its own jurisdiction.

19.3 Nothing in this Clause shall prevent the Company from seeking urgent injunctive 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.

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 executed by both Parties.

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

21. General

21.1 Entire Agreement. This Agreement, together with the Compensation Schedule and the Company’s policies incorporated by reference herein, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions, representations, understandings, and agreements, whether oral or written. The following Company policies are incorporated into this Agreement 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 amendments to the Compensation Schedule as provided in Clause 20.2) shall be effective unless made in writing and duly executed by authorised representatives of both Parties.

21.3 Waiver. No failure or delay by either Party to exercise any right or remedy under this Agreement shall constitute a waiver of that right or remedy. A waiver of any breach shall not 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 to any extent by a court or competent authority, such provision shall, to that extent, be severed from the remaining terms, which shall continue to be valid and enforceable to the fullest extent permitted by Applicable Law.

21.5 Assignment. The Partner may not assign, transfer, novate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign this Agreement to any affiliate or successor entity upon written notice to the Partner.

21.6 Notices. Any notice required or permitted under this Agreement shall be in writing and delivered by email to the following addresses, with confirmation of receipt:

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

21.7 Electronic Execution. This Agreement may be executed electronically, including by means of a digital acknowledgment mechanism on the IB Platform. Electronic execution shall be treated as equivalent in legal effect to a physical handwritten signature for the purposes of this Agreement and Applicable Law.

22. Acknowledgment and Execution

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

(a) the Partner has read, understood, and agrees to be bound by this Agreement in its entirety, including all incorporated policies;
(b) the Partner has the legal capacity and, where applicable, the requisite corporate authority to enter into this Agreement;
(c) the Partner accepts full responsibility for all activities conducted under this Agreement and in connection with the Company’s IB programme;
(d) the Partner acknowledges the genuine commercial intent to develop a long-term IB relationship with the Company on the terms set out herein, and agrees to conduct all activities in good faith and in full compliance with those terms.

This Agreement forms part of the KCM Trade Partner compliance framework and should be read alongside the 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.