Templar Fund Introduction Agreement Fund Introduction Agreement.pdf · Title: Templar Fund...

Introduction Agreement Rev. July 2020

templar.fund

This agreement dated DATE HERE between (i) Templar Fund, a privately managed digital currency hedge with a legal receiving address of 32 London Bridge Street, London SE1 9SG, United Kingdom and with a legal domicile of the Republic of Seychelles (the “Fund”); and (ii) INTRODUCER HERE (the “Introducer”).

INTRODUCTION

(i) The Fund is a digital financial services business offering, among other things, managed trade services in digital currency decentralized markets to private clients in every jurisdiction.

(ii) The Introducer has expressed an interest in introducing clients to the Fund.

(iii) The Fund and the Introducer agree that the Introducer will not undertake any investment services and activities as defined in the Markets in Financial Instruments Directive (2014/65/EU on 3 January 2018) and Markets in Financial Instruments Regulation (EU) No 600/2014 (together referred to as “MiFID II”) on behalf of the Fund under this Agreement.

(iv) The following terms outline the arrangement between the parties whereby the Introducer shall actively introduce customers to the Fund.

THE PARTIES HAVE AGREED TO AS FOLLOWS

(I) Interpretation

(i) In this Agreement:

“Agreement” means this document, the Compensation Schedule and any other documents incorporated by reference or expressly agreed as such by the parties from time to time;

“Business Day” shall be each day that is a normal business day for banks in London, United Kingdom and shall exclude weekends and public holidays;

“Commencement Date” means the date first noted above;

“Client” means, subject to the terms of this Agreement, a trading account opened between the Commencement Date and the date of any notice of termination of this Agreement as a result of an introduction to the Fund by the Introducer;

“Compensation” means the compensation calculated in accordance with the Compensation Schedule to this Agreement, as such may be amended from time to time;

“Confidential Information” means any information, including information relating to a party’s operations, processes, plans, product information, know-how, designs, trade secrets, software, market opportunities and customers, that is directly or indirectly disclosed by one party to the other party other than information:

(a) that was in the public domain at the time so disclosed (unless the information disclosed was a compilation of such publicly available information in a form not previously known); or

(b) that passes into the public domain after it has been disclosed without the receiving party being in break of any obligation or confidentiality; or

Introducer Initials (Page 2): _______

(c) That is given to the receiving party by a Third Party who is lawfully entitled to disclose it and has no duty to respect any right or confidence in the information; and

for greater certainty, does not including the details of any compensation payable under this Agreement which the Fund may supply to a Client, upon receipt at that Client’s request. Notice of entitlement to this information is set out in the Fund’s customer terms and conditions;

“Group Company” means a company, its subsidiaries or holding companies and any subsidiary of its holding companies;

“Intellectual Property” means all intellectual property rights in any part of the world including patents (including supplementary protection certificates), utility models, rights to inventions, registered and unregistered trade and service marks, rights in business, domain and trade names, rights in trade dress or get-up, rights in goodwill, registered designs copyrights and neighboring rights, rights in computer software, database rights, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and (in each case) rights of a similar or corresponding character whether registered or unregistered and including all applications for and renewals or extensions of such rights, and in all applications and rights to apply for protection of any of the foregoing in any part of the world;

“Losses” means all demands, actions, proceedings, payments, losses, claims, liabilities, costs, investigation costs, charges, expenses and damages of any kind, and any consequential indirect or special loss, irrespective of whether they were reasonably foreseeable or avoidable; and

“Third Party” means a person who is not a party to this Agreement.

(ii) In this Agreement unless expressed to the contrary or the context otherwise requires:

(a) references to this Agreement include references to this Agreement as validly varied from time to time;

(b) reference to a clause is to a clause in this Agreement and reference to a paragraph in a schedule to this Agreement is to a paragraph in that schedule;

(c) references to any party include (where applicable) its lawful successors, permitted assigns and transferees;

(d) where reference is made to a number of days, such number shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day other than a Business Day, in which case the last day shall be the next succeeding Business day;

(e) reference to days, months or years shall be a reference to calendar days, months or years, as the case may be, unless the contrary is expressly stated or clearly appears from the context;

(f) references to a “person” include references to any natural person and to any corporate or other bodies that have a legal personality;

(g) headings are inserted for convenience only and must be ignored in construing this Agreement;

(h) the words “company”, “subsidiary”, and “holding company” have the meanings given to them in the Companies Act 2006 (UK); and

(i) “include”, “includes” and “including” shall be construed so that the examples that are given are not intended to be exclusive or limiting examples of the matters in question.


(iii) Unless the context clearly indicates a contrary intention, any word or phrase defined in the body of this Agreement as opposed to being defined in this clause shall have the meaning assigned to it in such definition and unless otherwise specified such definition will apply throughout this Agreement.

(iv) Any reference to any statute, regulation or other legislation shall be a reference to that statute, regulation or other legislation’s at the signature date, and as amended or substituted from time to time and words and phrases used herein which are defined in the Financial Services and Markets Act 2000 (UK) shall bear the same meanings ascribed to them in that Act, unless specifically defined in this clause or otherwise in this Agreement or a contrary intention is stated or appears form the context.

(v) If there is any conflict, ambiguity or inconsistency between the body of the Agreement and any schedule, the body of the Agreement shall prevail.

(II) Term

(i) This Agreement shall commence with effect from the Commencement Date and shall continue to be in force indefinitely until terminated in accordance with the Termination Clause.

(III) Status of Introducer

(i) The Introducer is an independent service provider and nothing in this Agreement will render the Introducer as an employee, worker, agent or partner of the Fund or otherwise empowered to make representations or enter into any commitments on behalf of the Fund or vary or modify the terms of any agreement to which the Fund is a party. The Introducer is not an appointed representative of the Fund within the meaning of the FCA’s Handbook of Rules and Guidance. The Introducer will not hold itself out as an agent or representative of the Fund except as expressly authorized by the Fund, in advance and in writing. The Introducer agrees that it will not misrepresent the Fund or its relationship with the Fund in any way.

(ii) The Introducer may not characterize itself as an affiliate, agent, branch or related party to the Fund, nor shall the Introducer state or imply that:

(a) the Fund has developed, endorsed or promoted any products or services of the Introducer; or

(b) the Fund has any knowledge of specific products or services offered by the Introducer.

(iii) Nothing in this Agreement establishes a partnership, a joint venture, a relationship of employer and employee (and no employee of either party can be deemed to be or to have become an employee of the other party), or the relationship of principal and agent between the parties and neither party has authority or power to bind the other in any way.

(IV) Obligations to the Fund

(i) The Introducer shall submit supporting information to the Fund as listed in the checklist of supporting documents and information including:

(a) The Introducer’s name;

(b) The nature of the Introducer’s business;

(c) The Introducer’s email address;

(d) The Introducer’s Bitcoin receiving address


Where the Introducer fails to submit the requested supporting information to the Fund within ten (10) business days after the first compensation payment is due, the Fund shall not pay out any compensation to the Introducer and it shall be deemed as forfeited. Where the Fund is prohibited by law and regulation to enter into any business relationship with the Introducer, the Introducer agrees that the Fund shall not be obliged to pay out any compensation to the Introducer.

(ii) Throughout the Term the Introducer shall:

(a) submit to the Fund all documents and information as requested by the Fund in order for the Fund to carry out due diligence and performance suitability checks on the Introducer;

(b) where applicable submit to the Fund a detailed description of its services provided to the Clients introduced to the Fund upon the Fund’s request;

(c) actively promote the Fund by, among other things, identifying and introducing prospective Clients to the Fund;

(d) actively seek to introduce prospective Clients to the Fund through permitted methods and means and shall not contravene any restrictions imposed by any applicable law when making such introductions;

(e) only introduce prospective Clients for whom the services and products of the Fund can be reasonably expected to be appropriate;

(f) not undertake or agree to undertake any investment service and activity as defined in MiFID II on behalf of the Fund;

(g) not receive, transmit or communicate trades or orders to the Fund, or receive on behalf of, or pass funds to the Fund from Clients;

(h) not provide assistance to Clients or prospective Clients, or act on their behalf, in relation to negotiating agreements or terms of business with the Fund or the completion of the account opening application process;

(i) not do any act which would or might damage the standing or reputation of the Fund;

(j) promptly advise the Fund of any regulatory or legal investigation into its commercial affairs;

(k) act in good faith and cooperate with the Fund amicably; and

(l) take no action which is intended, or would reasonably be expected, to harm the Fund or its reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to the Fund. This obligation shall survive any termination of the Agreement.

(iii) The Introducer acknowledges that the name and any device or logo of the Fund are the exclusive properties of the Fund which the Introducer may only use as and when expressly permitted by the Fund, in advance and in writing.

(iv) The Introducer is expressly prohibited from using the Fund’s name in any form of mass media or advertising, including print, internet, television or radio, without the prior review and written approval of the Fund. The Fund may from time to time issue further mandatory guidance on the use of tis name or any device or logo it may adopt.


(v) The Introducer must not bid on any keywords or keyword phrases which include a Prohibited Word in any pay-per-click search engine (“PPC”) or use a Prohibited Word or any derivative of a Prohibited Word in URLs and directory names for the purpose of search engine optimization (“SEO”). For the purpose of this clause, ‘Prohibited Word’ means a name or word which the Fund from time to time identifies as belonging to it or its related parties and for the purposes of this Agreement bars the Introducer from making use of any variation thereon (in any format or form) and includes the Fund and any other name or word used to identify the Fund or its trading platform.

(vi) The Introducer must not release any press statement regarding its relationship with the Fund without the Fund’s prior written consent. Unless otherwise expressly agreed in advance, the Fund will make all press statements regarding this Agreement and the Introducer shall provide the Fund with any information and assistance for this purpose.

(vii) The Introducer shall at all times supervise the activities of its directors, officers, employees, agents, consultants, representatives and professional advisers (or other persons who are performing services in connection with this Agreement) and shall be responsible for their acts in connection with the performance of any of the Introducer’s obligations herein.

(viii) The Introducer acknowledges the the arrangements contained in this Agreement are not exclusive to it and that the Fund may enter into similar arrangements with other persons (including competitors of the Introducer). The Introducer will, as soon as practicable, notify the Fund of any business or contractual arrangement that the Introducer intends to enter into with any competitor of the Fund.

(V) Introducing Prospective Clients to the Fund

(i) The Introducer shall not knowingly introduce a prospective Client to the Fund if such person or firm is under any restriction which would prevent the prospective Client from opening, operating and maintaining an account with the Fund.

(ii) The Fund shall not be under any obligation to accept any prospective Client and may, in its absolute discretion, decline to send account opening documentation to any prospective Client.

(iii) An application to open an account with the Fund will be in such form and be supported by such information as the Fund requires and may specify from time to time.

(iv) The Introducer shall not and shall procure that its directors, officers, employees, agents, consultants, representatives and professional advisers or other persons who are performing services in connection with this Agreement will not deface or misuse documentation made available by the Fund.

(v) The Fund will provide products and services to each Client on such terms and conditions as the Fund may agree with the Client.

(vi) The Introducer shall have no right to receive personal information (including trade account information) in relation to any Client unless the Client authorizes in writing that the Fund release the information.

(VI) On-Going Obligations in Relations to Clients

(i) The Introducer shall immediately notify the Fund of any material circumstances which become known to the Introducer in respect of any Client that would potentially influence the Fund’s arrangements with that Client.

(ii) Where the Introducer has been appointed an authorized person or an attorney in respect of a Client’s account and the Client subsequently revokes the power of attorney or instructs the Introducer to cease


trading on the Client’s account, the Introducer shall immediately cease trading and shall notify the Fund of such forthwith. The Introducer acknowledges that any request by a Client that it should no longer trade on the Client’s account must be made to the Fund in writing and that on receiving such notice the Fund discontinues payment of any Compensati0n in respect of further trades conducted on that Client’s account.

(VII) The Fund’s Obligations to the Introducer

(i) The Fund does not accept responsibility for any act or omission of the Introducer’s business or otherwise.

(ii) Throughout the duration of the Introducer’s appointment:

(a) The Fund shall provide the Introducer with information on the products and services supplied such as the Fund shall consider necessary; and

(b) The Fund shall pay the Introducer the Compensation in accordance with the Compensation Schedule.

(iii) The Fund will not provide investment advice to the Introducer or any Client or prospective Client.

(iv) The Introducer acknowledges and agrees that the trading information of a Client is confidential and as such the Introducer has no right to audit or otherwise review the books and records of the Fund.

(VIII) Representations and Warranties

(i) The Introducer represents and warrants to the Fund with the intention that the Fund will rely on these representations and warranties in entering into this Agreement and on the basis that they are repeated each time the Introducer introduces a Client to the Fund as follows:

(a) the Introducer has full power, capacity and authority to enter into this Agreement and perform each of the duties and obligations specified herein and, in particular, the business of an introducing or referring customers for financial services;

(b) the Introducer has taken all necessary action and obtained all required or desirable authorizations required to enable it to carry out its obligations under this Agreement and the services provided by the Introducer to the Clients (where applicable). Any such authorizations are in full force and effect. (Note: the Fund is not responsible for ensuring that the Introducer is licensed or authorized to carry out the activities in this Agreement; however, the Fund reserves the right to make enquiries of the Introducer (without notice) to determine that the Introducer holds any required licenses, authorizations and/or permissions);

(c) the entry of the Introducer into this Agreement and the performance of its obligations do not conflict with or result in a breach or constitute a default under the terms of any other agreement, arrangement or understanding to which the Introducer may be a party;

(d) this Agreement constitutes a legal, valid and binding obligation to the Introducer;

(e) the Introducer shall act and perform its duties with such skill and judgement as is implied or required by applicable law or best market practice and shall undergo, or arrange for its directors, officers, employees, representatives, and professional advisors or other persons who are performing services in connection with this Agreement to undergo such training as may be necessary to meet any minimum standards of competence required by applicable law or guideline from the Fund;


(f) the Introducer shall use every effort to ensure that any prospective Client introduced to the Fund fully understands the nature of the products or services that may be supplied by the Fund and any ongoing obligations or liabilities which may be imposed including taking all reasonable steps to ensure that any prospective Client is given (in a comprehensive way) all the information needed by them to enable them to make a balanced and informed decision concerning any potential investment with the Fund;

(g) the Introducer, its directors, officers, employees, representatives and professional advisors and other persons who are performing services in connection with this Agreement shall act in good faith and observe the highest standards of integrity and fair dealing and shall not allow any conflict of interest to arise and, if any conflict of interest should occur, the Introducer shall not put its interests above those of the Client;

(h) the Introducer shall make full and accurate disclosure to each Client in respect of inducements and fees under this Agreement including, but not limit to, the amount of any Compensation payable to the Introducer in respect or revenue including, but not limited to, spread, fees, charges, commissions or costs charged to the Client relation to trading; where the aforementioned disclosure is not appropriate the Introducer shall make full and accurate disclosure of the fee methodology to each Client in respect of the inducements and fees under this Agreement;

(i) during the normal course of business conducted under this Agreement, the Introducer may receive information personal to a Client and will only use such data for the purpose of the business described under this Agreement and will comply in full with all obligations under the Data Protection Act 1998 and any other applicable law of a similar nature or object;

(j) the Introducer shall maintain adequate financial resources as required by applicable law and common practice to undertake business of the nature intended by this Agreement; and

(k) where the Introducer has been given a power of attorney over the account of a Client, the Introducer will notify such Client of its potential or actual conflict of interest and will comply with its conflicts of interest policy and all applicable laws including those prohibiting ‘churning’;

(l) the Introducer shall (1) comply with all applicable laws, statutes, regulations and codes relating to the anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (UK) (the “Relevant Requirements”); (2) not engage in any activity, practice or conduct which would constitute an offense under the Relevant Requirements if such activity, practice or conduct had been carried out in the United Kingdom; (3) not act outside of the permitted scope of its license or authorization (where applicable); (4) promptly report to the Fund any request or demand for any undue financial or other advantage of any kind received by the Introducer in connection with the performance of this Agreement; and (5) procure the observance and performance or the Relevant Requirements by its directors, officers, employees, representatives and professional advisors or other persons who are performing services in connection with this agreement and;

(m) the Introducer has applied the appropriate anti-money laundering procedures in compliance with European Community Directive 91/308/EEC or any equivalent standard or any replacement or amendment.

(ii) The Introducer shall immediately inform the Fund on becoming aware of any fact or matter (or series of facts or matters) which may result in the Introducer being in breach of the foregoing representations and warranties, in contravention of any applicable law or regulation, or there being any material adverse change in the financial position of the Introducer or the Introducer has or may have ceased, or is likely to cease, to be solvent.


(iii) In the event that the Fund becomes aware of potential breach of the foregoing representations and warranties the Fund may withhold payment of all or any part of the Compensation until such time as the Fund is satisfied (acting reasonably and in good faith) that the breach has not occurred or has been satisfactorily remedied. In the event of such withholding of Compensation the Fund shall give notice of the Introducer of the reason and specify the information that is reasonably required to satisfy the Fund that the breach does not warrant termination of this Agreement or another suitable remedy.

(iv) The Fund warrants and represents to the Introducer with the intention that the Introducer will rely on these representations and warranties in entering into this Agreement:

(a) the Fund has full power and authority to enter into this Agreement and perform each of the duties specified herein;

(b) the entry of the Fund into this Agreement and the performance of its obligations do not conflict with or result in a breach or constitute a default under the terms of any other agreement, arrangement or understanding to which the Fund may be a party; and

(c) this Agreement is and will at all times constitute a legal, valid and binding obligation of the Fund.

(IX) Indemnities

(i) The Introducer shall indemnify and hold harmless the Fund on a continuing basis in respect of any claim or claims, interest, damages, losses, liabilities, fines, levies, costs and expenses (including reasonable legal costs and the fees of professional advisors) incurred or suffered by the Fund arising from or relating to:

(a) any action taken by the FCA (or any similar financial services regulatory body with competent jurisdiction) by virtue of any act or omission of the Introducer;

(b) any breach of Clause 8.1 (Representations and Warranties) by the Introducer, its directors, officers, employees, representatives and professional advisors or other persons who are performing services in connection with this Agreement (or any breach of provisions equivalent to Clause 8.1 in any subcontract by any subcontractor);

(c) any action by or omission for which the Introducer is responsible under or in connection with this Agreement; or

(d) any failure by the Introducer to comply with all applicable laws, rules and regulations.

(X) Limitation of Liability

(i) The Fund shall only be responsible to the Introducer for damages arising out of the gross negligence or willful default of the Fund.

(ii) In no event shall the Fund, nor its Group Companies, subcontractors or employees, be liable for any loss of profits, revenues or business, special, indirect, incidental, punitive or consequential damages, however caused and whether arising under contract, tort, negligence or any other theory of liability arising out of this Agreement, even if the Fund or its Group Companies, subcontractors or employees are advised of the possibility of such damages. The total aggregate liability of the Fund hereunder shall not exceed the three (3) months’ Compensation paid by the Fund to the Introducer prior to the event giving rise of liability. The Introducer agrees that it is fair and reasonable in the circumstances of this Agreement that the Fund’s liability be excluded or limited in the forgoing manner, in particular the specified financial cap.

(XI) Compensation


(i) Subject to this clause 11, the Fund shall pay to the Introducer the Compensation calculated pursuant to the Compensation Schedule (as may be amended from time to time) and this shall be the full extent of the Fund’s contractual obligations to pay the Introducer any sums under or in connection with this Agreement.

(ii) If any tax (withholding or otherwise) is payable on the Compensation, this amount of tax will be for the Introducer’s account and will not be paid by the Fund. The Compensation will not be ‘grossed-up’ in order to cover the amount of tax owed. This is strictly the Introducer’s independent responsibility to report and pay.

(iii) Any promotional payments or inducements paid to Clients by the Fund will be deducted from revenue before the calculation of any Compensation. No Compensation will be payable to the Introducer on Client revenue received by the Fund where such receipts are in respect of amounts paid or credited to the Client as a promotion or inducement by the Fund unless the Introducer contributes to the cost of the promotion or inducement in which case the Introducer will earn Compensation on the revenue prorated to the extent of such contribution.

(iv) In the event that the Introducer is in breach of this Agreement, the Fund shall be entitled to withhold payment of part of the entire Compensation that would otherwise be due to the Introducer until such time as the breach has been remedied by the Introducer. In addition, where the Introducer acts unlawfully or irregularly as reasonably determined by the Fund, the Introducer shall be liable to return the Compensation paid to the Introducer in relation to such lawful or irregular activities.

(v) No Compensation will be payable to the Introducer unless and until the Fund has received the revenues due it in relation to transactions carried out by or on behalf of that Client.

(vi) Notwithstanding anything to the contrary in this Agreement, in the event that a Client (including an authorized person or attorney acting on the Client’s behalf):

(a) challenges or objects to a transaction or complains about the price traded or the calculation of spread or commission in relation to the transaction; or

(b) is subject to an investigation by any legal or regulatory authorities or by the Fund, in relation to suspected illegal or irregular account activity including, without limitation, suspected fraud or market abuse.

The Fund, without prejudice to its other rights and remedies, reserves the right to hold back payment of the Compensation in relation to that transaction or, in the event the Compensation has been paid to the Introducer, ‘claw back’ the Compensation from amounts not yet paid to the Introducer. Amounts held back or clawed back shall be paid to the Introducer if the transaction stands, or when all relevant investigations have been completed and the Client is reasonably determined to not have acted unlawfully or irregularly. In the event any transaction is amended or voided the amount payable to the Introducer shall be adjusted appropriately. However, in the event of a ‘charge back’’, or if it is reasonably determined by the Fund that the Client has indeed acted unlawfully or irregularly with the knowledge of the Introducer, the Introducer shall be solely liable in respect of all of the Fund’s Losses arising from the Client’s activities, and the Fund shall be entitled to set-off and deduct from any sums due to the Introducer sufficient funds to recover the Fund’s Losses in full.

(vii) Unless otherwise agreed, the Fund will generally pay the Compensation due to the Introducer within ten (10) business days after the end of the period (as specified in the Compensation Schedule) in which the Client revenue was received. Unless the Introducer objects to the amount of the Compensation paid to it within five (5) Business Days from its receipt of payment, the amount paid shall be deemed to be conclusive. No interest will be payable on the Introducer’s account. However, if any money is owed to the Fund by the Introducer including, without limitation, in respect of any liabilities that cannot be settled using the rights


of set-off and education in this clause, the outstanding sum shall immediately attract interest at a rate equivalent to the base rate set forth by the DyDx decentralized exchange, using the composite aggregated interest figure quoted at the moment that interest shall begin to accrue plus 5%.

(viii) The Compensation will only become payable upon the accrual of the minimum amount of $1,000 USD at any point in time. The Rebate earned and not payable pursuant to this sub-clause will be carried over.

(ix) Amounts payable to the Introducer by the Fund shall be payable in Bitcoin (XBT). Any currency conversion requested by the Introducer shall be made at an exchange rate within +/- 5% of the spot rate at the time of conversion and shall only include Ether, USDC or DAI currencies.

(x) Without prejudice to its other rights and remedies the Fund may set-off and deduct from the sums due to the Introducer under this Agreement any sums owed to the Fund by the Introducer irrespective of whether the liability to pay those sums arose under or in connection with this Agreement.

(xi) Where a Client introduced by the Introducer subsequently appoints and/or authorizes a third party as its advisor or attorney, the Fund shall notify the Introducer thereof and cease paying any Compensation to the Introducer for such Client as of the date of the new appointment and/or authorization.

(XII) Confidentiality

(i) Except as provided in clauses 12.2 and 12.3 each party must:

(a) keep the other’s Confidential Information strictly confidential;

(b) not use, reproduce or record in any medium or form any of the other’s Confidential Information except to the extent that it is strictly necessary for the proper purposes of this Agreement; and

(c) not disclose the other party’s Confidential Information to any Third Party without prior written permission.

(ii) Each party must limit access to the Confidential Information to those of its directors, officers, employees, agents, consultants, representatives and professional advisors who reasonably require the information for the purposes of carrying out the party’s obligations under this Agreement, and each party must procure that its directors, officers, employees, agents, representatives, and professional advisors keep the other party’s Confidential Information strictly confidential as though they were a party to this Agreement.

(XIII) Termination

(1) Either party may terminate this Agreement with seven (7) calendar days’ written notice given at any time.

(ii) Either party may terminate this Agreement forthwith upon written notice if:

(a) the other party breaches a material provision of this Agreement including without limitation to Clause 4;

(b) the other party breaches a warranty or makes a misrepresentation as set out in clause 8 (Representations and Warranties) of this Agreement;

(c) the other party is deemed unable to pay its debts pursuant section 123 of the Insolvency Act 1986 (UK) or any statutory modification or re-enactment of that or an equivalent provision in another relevant jurisdiction;


(d) any step or proceeding is taken, any application, order, resolution or appointment is made, or any notice is given, by or in respect of the other party of a Group Company of that party in relation to the whole or any part of its undertaking for a distress, execution, the suspension of payments, a moratorium of any indebtedness, a composition, assignment or arrangement with creditors, winding-up, dissolution, administration, receivership (administrative or otherwise), insolvency, bankruptcy, any formal compromise or arrangement with creditors, in any jurisdiction to which it is subject (including, without limitation, the one in which that other party is incorporated) that has an effect similar to equivalent to any of the events mentioned in this clause 13.2(d).

(e) any governmental authority having competent jurisdiction over the business being conducted by this Agreement or any authority of a territory or nation in which business contemplated by this Agreement is being conducted establishes a regulatory scheme or requirement which would make this Agreement non-compliant, or, in that party’s sole discretion would make compliance with the terms of this Agreement economically unsound, or not feasible;

(f) the other party, or any of its officers, directors, members, managers or principals, has been found by a judicial body or regulatory agency to have perpetrated fraud or any other act of threat or dishonesty or have been accused of a crime, if that fraud, theft, act of dishonesty or crime is of such notoriety as would bring disrepute to either party; or

(g) the other party has acted with disregard for the care and maintenance of Client relationships.

(iii) This Agreement may be terminated with immediate effect in writing at the discretion of the Fund if:

(a) any regulatory license of the Introducer is suspended, withdrawn, cancelled or revoked for any reason whatsoever or an application for a regulatory license is denied; or

(b) no Client trades with the Fund within six (6) months from the Commencement Date.

(XIV) Consequences of Termination

(i) Termination of this Agreement does not affect accrued rights and liabilities of the parties or the enforceability of any provisions of this Agreement that are intended to remain in force after its termination including, without limitation, clauses 1 (Interpretation), 4 (Obligations to the Fund), 9 (Indemnities), 11 (Compensation), 12 (Confidentiality) and 23 (Dispute Resolution, Governing Law and Jurisdiction).

(ii) The Introducer will remain bound by this Agreement until such time that its obligations under this Agreement are satisfied and all necessary notifications have been made to any relevant financial services regulator.

(iii) Any express or implied licenses that the Introducer has under this Agreement to use any trade marks or other intellectual property belonging to the Fund will immediately end when this Agreement is terminated.

(iv) Following the termination of this Agreement the Introducer must immediately return to the Fund (or destroy at the Fund’s request) all the property that belongs to the Fund and all copies of any documents, materials and records of any kind and any copies thereof that are in its possession or under its control (and in any medium) that contain any part of the Fund’s Confidential Information and, at the Fund’s request, the Introducer will certify in writing that it has complied with the requirements of this clause.

(v) Upon termination of this Agreement the Introducer shall not have the right to receive any further Compensation, except for such Compensation due and payable until the termination of this Agreement.


(vi) All customers of the Introducer as of the Commencement Date and those introduced to the Fund during the course of this Agreement shall remain customers of the Introducer upon termination or cessation of this Agreement. The Introducer shall not, at any time, interfere with a Client’s right to maintain an account with the Fund.

(XV) Force Majeure

(i) If either party is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control (including, but not by way of limitation, war, national emergency, flood, earthquake, strike or lockout (other than a strike or lockout induced by the party so incapacitated)), the party unable to fulfill its obligations shall immediately give notice of this to the other party and shall do everything in its power to resume full performance. A party shall not be deemed to be in breach nor liable for any failure or delay in the performance of its obligations under this Agreement if it is prevented from fulfilling its obligations under this Agreement by reason of any supervening event beyond its control. If the period a party is prevented from fulfilling its obligations under this Agreement exceeds three (3) months then the Introducer’s appointment shall automatically terminate (unless agreed otherwise in writing).

(XVI) Severance

(i) This Agreement cannot be severed by any agency, authority or government entity for any reason and at any time.

(XVII) Notices

(i) All notices served under this Agreement must be in writing, signed by or on behalf of the Introducer. The Fund, if it has issued the notice, shall not offer any signature, as its existence certifies the document alone.

(ii) Notices must be delivered by email to the last email address provided by a party for such purposes.

(iii) Any notice that is served under clause 17.2 is deemed to be delivered on the day it was sent if it was sent before 17:00 GMT on a Business Day. A copy of the email recording the time of sending shall be accepted as evidence of sending.

(XVIII) Assignment and Subcontracting

(i) The Introducer must not subcontract, assign, license or otherwise transfer any of its rights, obligations or liabilities under or in connection with this Agreement without the Fund’s prior written consent and this prohibition shall include the Introducer not licensing or sub-licensing any of its rights.

(ii) In the event that the Fund grants consent, the Introducer shall ensure that any such agreement to subcontract will expressively incorporate clauses 8.1 and 8.2 (Representations and Warranties) and clause 12 (Confidentiality) of this Agreement with such necessary changes having been made to give effect to the object of those clauses.

(iii) The responsibility of the Introducer for services executed by any subcontractor is total. Under no circumstances whatsoever shall the Fund become responsible for any obligations or actions of the subcontractors of the Introducer, nor shall the Fund be responsible to the subcontractors for any obligations or actions or the Introducer.

(XIX) Costs and Expenses

(i) Each party must bear its own legal and other costs and expenses in relation to the preparation, execution, performance and implementation of this Agreement.


(ii) For greater certainty, unless expressly stated herein or agreed in writing, the Fund is not liable for any costs that the Introducer may incur in relation to the performance of its obligations under this Agreement.

(XX) Waiver

(i) Any delay or waiver by any party in exercising its rights under this Agreement does not limit or restrict the future exercise or enforceability of those rights. No single or partial exercise of any right or remedy under this Agreement shall prevent or restrict the further exercise of any such right or remedy or other rights or remedies. Any waive of any right under this Agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given.

(XXI) Entire Agreement and Variation of Terms

(i) This Agreement contains the entire agreement and understanding of the parties and it supersedes all prior agreements, understandings or arrangements (both oral and written) relating to the subject matter of this Agreement.

(ii) Nothing in this Agreement excludes or restricts a party’s rights, remedies or liability under the law governing this Agreement regarding fraud or any misrepresentations made by or on behalf of the other.

(iii) This Agreement may be executed and delivered in any number of counterparts, each of which when executed and delivered in an original of this Agreement and which, together, have the same effect as if each party had signed the same document.

(XXII) Third Party Rights

(i) None of the provisions of this Agreement are intended to confer a benefit on or be enforceable by any Third Party.

(XXIII) Dispute Resolution, Governing Law and Jurisdiction

(i) All disputes arising out of or in connection with this Agreement shall be referred in the first instance to nominated executives from each of the parties who have authority to conclude a settlement and where possible those executives should be at a higher level of management than the individuals with day-to-day responsibility for effecting this Agreement.

(ii) This Agreement is governed by and must be construed in accordance with the laws of Seychelles. The courts of Seychelles have exclusive jurisdiction to settle any claim arising out of or in connection with this Agreement, its subject matter, formation or the legal relationships established by it, and all legal hearings and proceedings must take place in Victoria, Seychelles.

(iii) The provisions of this clause 23 shall not prevent the Fund from bringing legal proceedings at any time and in any appropriate jurisdictions in order to preserve any legal rights or remedies in relation to the subject matter of the dispute.


SIGNED by or on behalf of the INTRODUCER:

By: ____________________________________

Printed Name: ____________________________________

Title: ____________________________________

Date: ____________________________________


COMPENSATION SCHEDULE (to Agreement between the Fund and Introducer contained herein)

The Introducer agrees that the Compensation due, in accordance with this Agreement, shall be:

(i) One (1) percent of any deposit made by a Client to the Client’s trade account; and

(ii) Twenty five (25) percent of net profits earned by the Fund as a result of revenue created by the trade activities of the Client’s trade account.

The Compensation shall be calculated at the conclusion of each calendar quarter and shall be paid according to the terms of this Agreement.


Templar Fund Introduction Agreement Fund Introduction Agreement.pdf · Title: Templar Fund...

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Transcript of Templar Fund Introduction Agreement Fund Introduction Agreement.pdf · Title: Templar Fund...