Introducing Broker Agreement

The following constitute the terms and conditions applying to the Introducer Program which need to be duly and carefully read before enrolling. In order to participate in the Introducer Program, the Introducer must have completed and submitted the registration form to become an Introducer and must have been duly verified by the Company.

1. INTRODUCER TERMS & AGREEMENT

This Agreement is entered into between:

QUIQTECH LLC, (“Abbado” or the “Company”), a limited liability company incorporated under the laws of Saint Vincent and the Grenadines, having its registered address at Suite 305, Griffith Corporate Centre, Beachmont, Kingstown, Saint Vincent and the Grenadines. The Company is trading through its website https://abbado.com/ (the “Website”) and,
The term “INTRODUCER” and/or “INTRODUCER BROKER” and/or “IB” refer to the individual or entity applying for the Introducer program in compliance with the specified terms and conditions.

WHEREAS, the Introducer possesses expertise in advisory and marketing services and actively participates in soliciting clients for financial services transactions, potentially leading clients to the Company;

WHEREAS, the Introducer and the Company (hereinafter collectively referred to as the “Parties,” with each being a “Party”) desire to establish this Agreement to define the terms under which the Introducer will guide clients to the Company and/or any affiliated entities within the Company Group.

NOW, THEREFORE, acknowledging the background and covenants presented herein, the Parties hereby agree as follows:

2. ELECTRONIC SIGNATURES AND INTRODUCER’S ACCEPTANCE OF AGREEMENT

The Introducer acknowledges and consents that upon filling out and submitting the registration form to the Company and clicking the “I agree” button or any similar buttons or links designated by the Company on the Website, they are accepting the current terms and conditions outlined in the Agreement (the “Terms”).
Notwithstanding to the fact that the “I agree” button has been clicked, the Introducer further recognizes and agrees that, through ongoing access or use of the Website and/or introducing new potential clients and/or accepting any commissions and/or adhering to any condition outlined in this Agreement, they are entering into a legally binding contract with the Company under the terms of this Agreement. The Introducer fully commits to adhering to and being bound by all the terms stipulated in this Agreement as applicable.
The Introducer explicitly relinquishes any rights or obligations mandated by laws or regulations in any jurisdiction that necessitate an original (non-electronic) signature or the submission or preservation of non-electronic records, in accordance with the extent permitted by relevant mandatory law.

3. DEFINITIONS

3.1. In this Agreement, as well as in any appendices, schedules, or side letters, unless the context dictates otherwise, the following terms shall be interpreted as follows:

Active Introduced Clients: refers to Introduced Clients who engage in at least 1 (one) Completed Transaction in the reporting month.

Business Days: refers to the operational days when banks conduct business in Saint Vincent and the Grenadines.

Client Agreement: Refers to the Company’s client agreement, subject to periodic amendments, which the Introducer and/or any Introduced Client accepts when opening an account with the Company, as accessible on the Website.

Commission Table: Refers to the table and rates containing Commissions available in the Introducer’s portal upon registration as an Introducer and/or sent via email. This information constitutes an integral component of the present Agreement and has been duly acknowledged and accepted by the Introducer.

Commissions: Refers to the compensation paid by the Company to the Introducer for the activities of the Introduced Clients, calculated in accordance with the provisions outlined in the Commission Table and subject to the present Terms. It is important to highlight that any amounts generated by the Introducer from their personal account with the Company will not be included in the Commissions.

Company Group: Refers to the entities and/or affiliates that the Company and/or its shareholder(s) possess or exert control over, either directly or indirectly.

Completed Transaction: Refers to a single counter deal of identical size, involving both the opening (buying) and closing (selling) of a position, or vice versa.

Effective Date: Refers to the date when the Company validates the Introducer once the Introducer completes the registration form and clicks “I agree”, marking the commencement of the binding nature of the present Terms.

Introduced Clients: Refers to the clients introduced by the Introducer to the Company, whether directly or indirectly, and/or allocated to the Introducer by the Company at its sole discretion. These are individuals or entities with whom the Company establishes a Client Agreement following the submission of their registration form and/or due diligence and/or know-your-client documentation. However, this definition excludes the Introducer itself and/or any personal accounts established by the Introducer in the past, present, or future.

USD: Refers to the official currency currently in use in the United States of America.

4. INTERPETATION

In this Agreement:

a) Clause and Schedule headings shall not impact its interpretation;
b) A reference to a person encompasses an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state, or agency of a state, or any association, trust, joint venture, or consortium (whether or not having separate legal personality) and includes that person’s personal representatives, successors, permitted assigns, and permitted transferees;
c) Unless the context requires otherwise, words in the singular include the plural, and in the plural include the singular;
d) Unless the context requires otherwise, a reference to one gender includes a reference to the other genders;
e) A reference to a party includes that party’s successors, permitted assigns, and permitted transferees;
f) A reference to a statute or statutory provision or to related enactments, orders, or instruments refers to those provisions, enactments, orders, or instruments as amended, re-enacted, or modified in application from time to time;
g) A reference to a statute or statutory provision includes all subordinate legislation made under that statute or statutory provision;
h) A Party’s obligation not to perform any act includes an obligation not to allow such an act to be performed;
i) A reference to this Agreement (or any provision of it) or to any other agreement or document referred to in this Agreement is a reference to this Agreement, that provision, or such other agreement or document as amended (other than in breach of this Agreement) from time to time;
j) Unless the context requires otherwise, a reference to a clause or Appendix is to a clause of, or Schedule to, this Agreement, and a reference to a paragraph is to a paragraph of the relevant Schedule;
k) Any words following the terms including, include, in particular, for example, or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase, or term preceding those terms;
l) A reference to an authorization includes an approval, authorization, consent, exemption, filing, license, notarization, registration, and resolution;
m) A reference to the words “determines” or “determined” means, unless indicated otherwise, a determination made at the absolute discretion of the person making it;
n) A reference to a regulation includes any regulation, rule, official directive, request, or guideline (whether or not having the force of law) of any governmental, inter-governmental, or supranational body, agency, department, or regulatory, self-regulatory, or other authority or organization.

5. GENERAL PROVISIONS

The Company retains the discretion to reject or decline establishing any association with the Introducer and/or any potential Introduced Client.
In accordance with the terms outlined in this Agreement, the Introducer hereby commits to referring potential clients to the Company, with the intention of engaging them and initiating a Client Agreement for the provision of the Company’s products and services.
If an Introduced Client is already a client of the Company or within the Company Group, the Company is obligated to inform the Introducer accordingly. The Parties acknowledge that such notification will be extended to the Introducer in compliance with applicable laws and regulations governing the Company’s operations. This is done while ensuring adherence to all contractual obligations owed to the existing Introduced Client and to avoid any potential violation of personal data protection laws and regulations.
A client currently associated with the Company, or its affiliated entities will not be deemed referred by the Introducer unless the Introducer introduced them before the Effective Date and the Company grants approval for the introduction to be attributed to the Introducer.
Nothing herein shall restrict the Company from independently promoting and/or marketing its services.

6. COMMENCEMENT DATE

6.1. The commencement of this Agreement will be on the Effective Date, and it will remain in effect unless terminated by either Party in accordance with the relevant terms outlined herein.

7. AMENDMENTS TO THE TERMS AND NOTICE

The terms outlined in this Agreement, as periodically revised, and published on the Website, take precedence over any prior, current, or future legally binding agreement, document, or representation, whether expressed or implied, made or to be made by the Company, its representatives, or the Company Group. These terms constitute the sole legally enforceable framework defining the relationship between the Introducer and the Company, specifically regarding due Commissions for Introduced Clients and the services governed herein.
The Company retains the exclusive right to modify and/or amend any term within the Agreement at its discretion without prior notice. The revised, amended, and altered terms will be deemed binding and effective upon their publication on the Website. Additionally, the Company reserves the right to modify the Introducer’s Commission Table without prior notice, and such changes will become binding once uploaded on the Introducer’s portal and/or communicated via email.
It is the Introducers exclusive responsibility for staying informed about any alterations to the Agreement. It is strongly advised that the Introducer regularly checks the Website and/or its portal for any updated terms, which will take precedence over the previous ones. The Agreement can be accessed on the Website under “Legal Documents”.

8. INTRODUCER OBLIGATIONS, COMMITMENTS, WARRANTIES AND REPRSENTATIONS

The Introducer commits to and guarantees the following at all times:

Conducting activities in a manner that avoids any actual or potential conflicts of interest with the Company;
Ensuring that its conduct upholds the image and reputation of the Company;
Seeking prior written approval from the Company before engaging in any marketing or promotional activities in restricted areas, locations, territories, or justifications;
Refraining from any actions that violate the Company’s authorization or create future liabilities for the Company;
Hosting advertising events in favor of the Company;
Enhancing Company brand awareness and promoting products in the market;
Informing Introduced Clients about the Company’s activities, services, advantages, risks, and other relevant information;
Notifying Introduced Clients of all necessary information about the Company, including addresses and contact details, as well as common and special terms of services.

The Introducer shall refrain from soliciting the Company’s Introduced Clients or potential introduced clients in a manner that contradicts the laws and regulations applicable to the prospective clients, including the Introduced Client’s, and/or the Introducer’s, and/or the Company’s domicile.
The Introducer commits to promptly informing the Company of any lawful or unauthorized interference in its activities.
The Introducer agrees not to create or replicate any advertisement or distribute promotional material, whether online or through other means, concerning the Company without obtaining explicit written consent from the Company.
The Introducer commits to refrain from employing unethical forms of advertising for its promotional activities and to avoid any promotional endeavors that could negatively impact the Company’s reputation. Specifically, the following actions are prohibited, among others:
Engaging in active promotion;
Advertising on morally objectional (including pornographic) websites;
Advertising false information and/or other promotions or advertisements that violate the legislation of the introducer’s country of residence;
Sending spam;
Creating advertisements with intentionally misleading descriptions of the services provided and purposeful nondisclosure of risks and information about the e-services offered to Introduced Clients;
Engaging in any other forms of unethical
The Company retains the authority to instruct the Introducer to cease any promotional activity that would breach the terms of the Agreement or violate applicable laws and regulations.
The Introducer is prohibited from modifying and/or personalizing the Company’s creative material. The display of the Company’s creative material is strictly limited to marketing and promoting the Company’s services as provided by the Company, always contingent upon obtaining the Company’s written prior approval.
Unless stated otherwise in this Agreement, the Introducer is responsible for covering all costs related to marketing activities, including advertising, marketing, promotion, and other associated operational expenses.
The Introducer is restricted from registering and/or signing domain names or brand names on any social networks, search engines, online advertising platforms, websites, or any media that include a part or the full name, or a closely related variation, of the Company’s name without obtaining prior consent from the Company.
The Introducer must avoid managing the money or property of Introduced Clients, particularly those associated with the products and services offered by the Company, while engaging in marketing and consulting activities on behalf of the Company.
The Introducer acknowledges and agrees that it lacks the right to directly enforce any aspect of this Agreement against any Introduced Client, especially concerning the payment of Commissions. Specifically, the Introducer acknowledges that this Agreement does not grant them any legal recourse to pursue any action directly against any Introduced Client, whether related to payment, non-payment, or any other Commission-related matters.
The Introducer agrees to make optimal efforts in attracting potential clients for the Company.
The Introducer consents to the removal or “purging” from their referral network of Introduced Clients’ accounts that stay unfunded for a minimum of 90 (ninety) days after registration.
The Introducer consents to always maintaining a minimum of 1 (one) Active Introduced Clients. Failure to refer at least 1 (one) Active Introduced Clients within 90 (ninety) days from the Effective Date gives the Company the discretion to potentially terminate the Agreement in accordance with the terms herein. If the Agreement is not terminated, the Company reserves the right to periodically adjust the Commissions to a specified amount.
The Introducer acknowledges that if none of the Introduced Clients make a first-time deposit within a 90 (ninety) day period, the Company has the right to adjust the Commissions to an amount determined periodically by the Company. Furthermore, if no first-time deposits occur within a 90 (ninety) day period, the Introducer’s account may be considered inactive, leading to the Company archiving the account and resulting in zero Commissions.
The Introducer accepts that if it does not refer new Introduced Clients within 180 (one hundred and eighty) days from the previous introduction, the Company, at its discretion, may terminate the Agreement with prior notification to the Introducer in accordance with the terms herein. If the Agreement is not terminated, the Company reserves the right to adjust the Commissions to zero.
The Commissions will be disbursed contingent upon the accuracy of the Introduced Client’s registration form and the authenticity of the data provided by the Introduced Client. An Introduced Client is deemed attracted by the Introducer if either of the following conditions is met:
The Introduced Client provides the Introducer’s ID and/or contact details when registering a trading account.
The Introduced Client opens a trading account through a unique link supplied by the Introducer. In this scenario, the Introducer’s ID is automatically entered.
The Company retains the right to enroll an Introduced Client, contingent upon the Introducer substantiating their role in attracting the Introduced Client and providing an explanation for any deviation from the provisions outlined in Term 8.17 herein.
The Introducer consents to notifying the Company of all facts and circumstances it becomes aware of that could lead to adverse consequences (risks) for the Company.
If Introduced Clients raise claims related to the activities of the Introducer against the Company, the Introducer is obligated to independently resolve all such claims made by the Introduced Clients.
Subject to the stipulations in the subsequent terms, the Company is authorized to promptly terminate the Introducer’s account and/or the Agreement and reset the Commissions to zero if there is suspicion of any misuse of applicable laws and regulations and/or the Company’s systems by the Introducer and/or the Introduced Client.
In accordance with the terms specified herein, the Introducer assures:
Possession of the necessary capability and authority to accept these Terms;
To attract prospective clients for the Company’s advantage.
The Introducer assures the fulfillment of its obligations.
The Introducer consents to indemnify and protect the Company and its personnel from any claims, demands, lawsuits, expenses, losses, charges (including legal expenses), and fines that may arise due to a breach of the Introducer’s guarantee commitments, preventing losses and avoiding indebtedness to the Company.
Without diminishing the applicability of any other term herein, the Introducer is not authorized to undertake the following actions without obtaining prior written consent from the Company:
Undertake responsibilities on behalf of the Company or subject the Company to any obligations;
Release or contribute to any advertising publications concerning the Company in mass media;
Publish and disseminate articles and letters related to the Company or contribute to the creation of such articles and letters in newspapers, magazines, and other periodicals, as well as on internet blogs and forums.
Provide any guarantee and/or promise or make any claims regarding payments under any contracts and/or agreements entered by the Company.
- Upon establishing connections with Introduced Clients, the Introducer undertakes to apprise them of its standing and authority. Given that the Introducer functions as an intermediary, the Company is responsible for executing all tangible actions essential for the formation and implementation of Client Agreements. The Company engages in direct communication with Introduced Clients, handling the preparation and signing of all necessary documentation.

The Introducer is not authorized, either in its own capacity or on behalf of potential Introduced Clients, to register a new user in the Company’s system and/or accept a Client Agreement, utilize personal logins, passwords, and features within the personal areas of the Company’s Introduced Clients. As per the terms of the Client Agreement, all actions associated with its execution, and/or the use of login and password of the Introduced Client, are deemed to be personally executed by the Introduced Client, and all registration data are considered secure and confidential. The Company assumes no responsibility for any unauthorized use of the Client’s registration data by third parties.
Under no circumstances does the Introducer possess the right to receive money from or disburse money to Introduced Clients. All settlement payments with Introduced Clients are handled by the Company.

9. RIGHTS AND OBLIGATIONS OF COMPANY

The Company agrees to offer the Introducer the necessary support in fulfilling the mission outlined in this agreement.
The Company agrees to remunerate the Introducer with Commissions in the specified amount and according to the conditions outlined in this agreement and any Commission Table.
The Company has no obligation to furnish any reports on Introduced Clients to the Introducer.
The Company has the right to oversee the Introducer’s performance of functions and obligations as outlined in these Terms.
The Company has the right to request and obtain a comprehensive report regarding the Introducer’s fulfillment of obligations under these Terms.
The company retains exclusive and absolute discretion to accept or reject any potential Introduced Client and establish or decline a relationship without the obligation to provide reasons. Under no circumstances shall the company be held liable for any such rejection.
If there is a continuous absence of activity in the Introducer’s portal for a minimum of 3 (three) consecutive months following the date of the last introduction of a new client, the Company will consider the portal as “dormant” (referred to herein as the “Dormant Portal”). In this context, “no activity” is defined as the failure to refer new clients and generate commissions.
A monthly dormant fee of 300 (three hundred) USD, or the full amount of the generated Commissions if the available commissions are less than 300 (three hundred) USD, will be applied to the Dormant Portal as of clause 9.8. However, no charge will be incurred if there are no generated Commissions available, resulting in a zero balance in the Dormant Portal.
A Dormant Portal with a balance of less than 5 (five) USD will be archived following a continuous period of 3 (three) months of inactivity. During this period, neither Commissions were generated, nor any withdrawal was initiated by the Introducer.

10. COMMISSIONS PAYABLE TO THE INTRODUCER BY COMPANY

The Introducer will receive Commissions as indicated in their portal and computed according to the Commission Table. The Company advises the Introducer to regularly check the Website and their Introducer portal for updates and notifications regarding Commission payouts.
The Commission Table is subject to periodic amendments by the Company. In such instances, the most recent and updated Commission Table, available on the Introducer’s portal, will supersede the previous version in its entirety. The Commission structure and rates communicated through the portal or email are considered an appendix to this Agreement and are also subject to occasional modifications or replacements. In the event of such changes, the most recent appendix furnished to the Introducer will be deemed valid in accordance with the provisions outlined in that specific appendix.
Additional specifications, limitations, and conditions concerning Commissions are outlined in various sections of this Agreement, inclusive of any attached schedule(s) and/or the Commission Table. In adherence to the terms of this Agreement, the Company will remit Commissions to the Introducer as detailed below:
- The Introducer is responsible for covering any applicable taxes, whether withholding or otherwise, associated with the Commission, and this financial obligation rests with the Introducer rather than the Company.
- The Introducer will have all accumulated Commissions, as specified in the schedule(s) and/or Commission Table, automatically debited from their account.

If the Introducer breaches any terms of this Agreement, the Company reserves the right (without waiving any other available remedies for such breach) to withhold payment, in whole or in part, of the Commissions that would typically be owed until the breach is rectified.
Without limiting the general scope of the preceding provisions, the Introducer acknowledges that the Company reserves the right, at its sole and absolute discretion, to decide that no Commission will be disbursed for any Introduced Client if the Company, at its sole and absolute discretion, suspects any manipulation of the Company, its systems, or the Introducer compensation plan in connection with the Introduced Client.
The Introducer will not be eligible to receive any Commission for an Introduced Client unless and until the Company has approved and qualified that Introduced Client.
If, during the term of this Agreement, any Introduced Client violates its payment obligations under another agreement with the Company, the Company reserves the right, at its sole discretion, to withhold the outstanding amount related to the defaulting Introduced Client from any Commissions owed to the Introducer until the breach is rectified and no longer outstanding.
The receipt of a payment by the Company to the Introducer shall be considered as complete and conclusive settlement of the Commission owed for the corresponding calendar month. If the Introducer disputes any payable amount, they should refrain from accepting payment for that specific amount. Instead, the Introducer must promptly issue a written notice of dispute to the Company within 15 (fifteen) calendar days from the date the Company makes the payment. Failure to notify the Company within this timeframe will be deemed a waiver of the right to challenge the Commission or the payment by the Introducer.
Any Commission disbursed by the Company to the Introducer at any given time should not be construed as an indication or assurance of payment for any subsequent months.
The Company retains the right to pursue legal action against the Introducer if there is an attempt to manipulate the Company and/or the trading platform for engaging in any abusive activities against the Company. In addition to the above, the Company has the authority to withhold, set-off, and/or deduct from any Commission payment owed to the Introducer in the event of such manipulation and/or abuse. Furthermore, the Company may terminate this Agreement immediately under such circumstances.
To clarify, the Introducer will not be eligible to receive any Commission payment if the Company has reasonable grounds to suspect that the Introducer and/or the Introduced Client is trying to manipulate and/or misuse the trading platform and/or the Company, engage in abusive activities against the Company, exploit the terms of the agreement, or adversely impact the goodwill and/or reputation of the Company or the trading platform.
In addition to the preceding provisions, it is explicitly agreed that the Company, at its sole and absolute discretion, may decide not to make any Commission payments to the Introducer if there are grounds to believe and/or suspect, under its sole and absolute discretion, that there is manipulation of the Company and/or the trading platform or abuse of the provisions of the agreement concerning Introduced Clients.
Notwithstanding the provisions outlined above, if the Company has suspicions or reasonable grounds to believe that an Introduced Client has engaged in abuse or acted in bad faith, or if it becomes known to the Company that there is abuse in the trading activities of the Introduced Client—such as intentionally opening and closing positions to trigger the marketing commission for a commission plan—the Company reserves the right to suspend and revoke the payment of any Commission related to the mentioned Introduced Client. Additionally, the Company may opt to close the Introducer’s account in such instances.

11. HELD OVER PERIOD

Notwithstanding the forgoing, the Company reserves the right to withhold, delay, or deny payment of the Commission and/or a portion thereof at its sole and exclusive discretion under the following circumstances:
If the Company has grounds to suspect that the Introducer’s and/or Introduced Client’s activities are not in compliance with relevant laws; and/or
If the Company has grounds to believe that the Introducer’s and/or Introduced Client’s activities violate this Agreement; and/or
If the Company determines that the Introducer is directly or indirectly involved in any fraudulent, deceptive, manipulative, or otherwise illegal activities related to the Company; and/or
If the Company has grounds to believe that paying the Commissions would violate any applicable laws and/or regulations, including, but not limited to, anti-money laundering laws and regulations;
In the event of system errors and/or technical delays faced by the Company that are not attributable to the Company’s fault.
Notwithstanding the forgoing, if any activity in the Introducer’s account or in any account seemingly controlled or managed by the Introducer is deemed suspicious by the Company, as determined solely by the Company, the Company may, at its discretion, postpone the payment of the Commission for a period of up to one hundred and eighty (180) days to conduct an investigation and verify the relevant transactions. If the Company concludes that the activity constitutes fraudulent traffic, it reserves the right to recalculate or withhold the Commission as deemed appropriate and at its sole discretion. Examples of scenarios that may be considered as fraudulent traffic include, but are not limited to:

Repeated use of IP addresses for Introduced Clients and/or
traffic originating from incentivized, adult, fraudulent, or robotic sources.

It is explicitly stated that if the Company, at any point, concludes that the Introducer is engaged, whether directly or indirectly, in any fraudulent, deceptive, manipulative, or otherwise illegal activity related to the Company, encompassing but not limited to the Site(s), Account(s), Bonus(es), Qualified Trader(s), Second Tier Sub–Affiliate(s), and/or Referred–Affiliate(s), the Company reserves the right, in addition to any other rights or remedies available under this Agreement or applicable law, to take action without providing compensation to the Introducer.
If any of the aforementioned events transpire, the Introducer hereby unequivocally waives any claim or demand against the Company, its directors, officers, shareholders, and employees with regard to the actions taken by the Company.
The Company retains the right to pursue legal action against the Introducer if there is an attempt to manipulate the Company and/or abuse the terms outlined herein. Without limiting the foregoing, the Company also reserves the right to withhold, set-off, and/or deduct from any payment owed to the Introducer under this Agreement in the event of such manipulation and/or abuse. Additionally, the Company may terminate this Agreement with immediate effect.

12. COST AND INDEMNITY

The Introducer acknowledges that neither the Company nor its clients, including Introduced Clients, bear any responsibility for the costs incurred by the Introducer. Furthermore, unless expressly stated otherwise in this Agreement, the Company is not obligated to grant the Introducer access to premises, data systems, or record-keeping services to facilitate the fulfillment of the Introducer’s obligations under this Agreement.
Notwithstanding any other provisions in this Agreement, the Company shall not be held liable to the Introducer for any losses, costs, or expenses incurred by the Introducer resulting from (i) complaints, claims, demands, judgments, suits, actions, proceedings, costs, debts, damages, expenses, and penalties arising from the Introducer’s relationship with any Introduced Client; or (ii) any events beyond the reasonable control of the Company that are unavoidable; or (iii) any indirect, special, incidental, punitive, or consequential damages, including, but not limited to, loss or corruption of data, loss of goodwill, or damage to reputation, caused by any act or omission of the Company under this Agreement.
In the event that lawsuits are filed against the Company due to the Introducer’s failure to adhere to the conditions outlined in these Terms, the Introducer is obligated to fully compensate the Company for all the losses incurred as a result of such failure.
The Company shall not be held responsible for any default, omissions, errors, or mistakes made by any third party, except in cases of the Company’s own negligence, fraud, or willful default related to the appointment of that specific third party.
In the event of a breach of any term by the Introducer, the Company retains the authority to suspend the trading account of the Introducer until all losses incurred due to the violation of the conditions herein are fully compensated. The Company has the prerogative to offset losses caused by the Introducer using the funds payable to the Introducer under these Terms, as well as under the Client Agreement, along with their respective Commission Table, schedules, and/or appendices.
The Introducer agrees to indemnify and release the Company, the Company Group, the Company’s and/or Company’s Group directors, officers, and employees from any and all liabilities, claims, demands, proceedings, costs of any kind or nature, debts, damages, expenses, and penalties that may arise, be suffered, or be incurred by the Company in connection with:
Any significant breach, willful default, or grossly negligent performance of this Agreement, including the violation of any warranties or representations;
Any claims asserted against the Company by an Introduced Client or a third party, arising from or related to the Introducer’s association with the Introduced Client;
The breach, grossly negligent performance, or failure to perform under this Agreement by the Introducer, the Introducer’s employees, agents, or subcontractors;

d) Any issue not directly stemming from any agreement between the Company and the Introduced Client.

The Introducer undertakes to indemnify the Company against any costs, losses, liabilities, or damages that may be incurred by either an Introduced Client or the Company due to the Introducer initiating any claim against an Introduced Client for the payment of Commissions.

13. CONFIDENTIALITY

Throughout the duration of this Agreement and following its termination:
- Both Parties will treat the details of their business relationship established under this Agreement, as well as the terms governing their operations, as confidential information; and

Neither Party will divulge any confidential information to third parties, whether during the term of this Agreement or after its termination, unless compelled to do so in accordance with the stipulations and guidance of their respective legal and regulatory authorities.
In the regular course of business conducted under this Agreement, the Company may share specific data related to the Introduced Client’s account with the Introducer. The Introducer assures the Company that it will solely utilize any such data for the purposes outlined in this Agreement.
The Introducer commits to maintaining the confidentiality of the Company’s activities and/or information that comes to the Introducer’s knowledge in accordance with the stipulations of these Terms.
Any confidential information, including but not limited to business, technical, financial, and client information, shared by the Company with the Introducer will exclusively remain the property of the Company and/or Company Group.
Notwithstanding the previous statements, confidential information will retain its confidential status as long as it is not already in the public domain.
The Introducer is obligated to maintain the confidentiality of the information provided. Disclosure of confidential information by the Introducer is permissible only under the following circumstances:

when compelled by applicable law;
with prior written consent of the

14. FORCE-MAJEURE

Neither party shall be deemed in violation of these Terms, nor shall they be held liable or accountable for any losses or damages incurred by the other party, due to a complete or partial failure, interruption, or delay in the execution of this Agreement caused by force majeure circumstances (such as floods, fire, earthquakes, acts of God, as well as war or military operations, blockade, government regulations, and other unforeseeable emergencies beyond the control of the parties) (referred to herein as “the Force Majeure Event“).
The parties acknowledge and mutually agree that in the event that one party determines the existence or imminent occurrence of a Force Majeure Event, it shall promptly inform the other party as soon as reasonably practicable.

15. TERMINATION OF AGREEMENT

Either party has the right to terminate this Agreement at any time with immediate effect by notifying the other party through email, unless otherwise indicated by any specific terms herein. In the event that the Introducer initiates the termination of the Agreement, the Company will discontinue the payment of any Commission to the Introducer from the date specified in the written notice of termination.
This Agreement shall promptly terminate without notice, subject to any terms herein and/or if:
- Either party experiences insolvency, bankruptcy, or administration, or if a resolution is passed or an order is made for the winding up of either party, or if either party ceases or threatens to cease its business operations, or in the event of a change in control to which the other party reasonably objects (or any analogous event);
- In the event of the Introducer’s death;

The Introducer breaches or fails to comply with any condition, obligation, provision, or term under this Agreement that significantly impacts the relationship between the parties;
The Introducer breaches any representation, warranty, material obligation, material condition, or term under any other agreement with any company in the Company Group;
Any representation, warranty, or statement made or repeated by the Introducer proves to be incomplete, untrue, incorrect, or misleading, or ceases to be true when made or repeated;
The Introducer, in the Company’s sole opinion, acting reasonably, fails to act in good faith or in accordance with common ethical standards or accepted codes of market behavior;
The Company reasonably believes, and provides evidence, that the Introducer or any agent acting on the Introducer’s behalf has engaged in fraudulent activities toward the Company and/or an Introduced Client;
It becomes illegal for either party to continue the relationship contemplated by this Agreement, and the parties agree to make best efforts to find an alternative arrangement that is lawful;
In the Company’s reasonable opinion, the services provided under this Agreement are no longer suitable, or any part of this Agreement becomes invalid, unlawful, unenforceable, or ceases to have full force and effect.
Upon termination of this Agreement, for any reason, each party shall promptly return to the other party all property belonging to the other party that is in its possession or under its control. This includes all documentation, creative materials, and all confidential information, along with any copies and derivations thereof.
In Furthermore, upon termination of this Agreement, the Introducer shall, (a) In the case of software, erase it from the magnetic media on which it is stored and provide written certification to the Company confirming its destruction; (b) Immediately cease marketing and/or promoting the Company in any manner; (c) Stop using any of the Company’s intellectual property rights, trade secrets, and technical know-how; and (d) Promptly discontinue the display of any of the Company’s marketing materials.

16. MISCELLANEOUS

The Introducer recognizes that it will always function as an independent contractor, and nothing in this Agreement shall be interpreted as establishing an agency or employer-employee relationship between the Parties.
The rights and remedies of the Parties under this Agreement are cumulative, and the exercise or waiver of any right or remedy does not limit the ability to exercise any other right or remedy. The Parties’ failure to enforce or exercise any right under this Agreement does not constitute a waiver or prevent the enforcement of that right.
The Parties to this Agreement, in the exercise of their respective rights and fulfillment of their obligations under this Agreement, including during any discussions arising from the application of its provisions or the exercise of any discretion under them, shall consistently act in good faith.
If any term (or any part of any term) is determined by a court of competent jurisdiction to be unenforceable for any reason, then that specific term will be deemed severable and will not be considered a part of this Agreement. However, the enforceability of the remaining provisions of this Agreement will not be affected.
Without diminishing the scope of any provision in this Agreement, it is mutually agreed and understood that the Company is authorized, both during the term of this Agreement and following its termination or expiration, to utilize any information pertaining to the Introduced Client (including the Introduced Client’s data) and to offer services to the Introduced Client. The Introducer shall not have any claims or rights in this regard. It is explicitly clarified that the Introduced Client’s data is considered the Company’s exclusive proprietary information and property, designated as the Company’s confidential information.
All Introduced Clients shall be recognized solely as clients of the Company. The Company retains sole and exclusive ownership of the database containing names, contact information, and any other data pertaining to all Introduced Clients.
This Agreement and all its provisions shall be binding upon and confer benefits to the Parties involved, as well as their respective successors and authorized assigns.
This Agreement will be governed by and construed in accordance with the laws of Saint Vincent and the Grenadines. Unless a matter is referred to an agreed form of arbitration, it will be subject to the jurisdiction of the Courts of Saint Vincent and the Grenadines.
This Agreement, along with any additional agreements related to it, is created in English. Translations into other languages may be provided for convenience only. In the event of any inconsistency or discrepancy between the original English text and its translation into any other language, the original English version shall prevail.

17. COMPANY’S CONTACT DETAILS

17.1. The Introducer and/or Introduced Clients are required to communicate with the Company using the communication methods outlined in these Terms and/or at the address provided at the bottom of the page and/or through the email address: support@abbado.com.

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