1. PARTIES TO THIS AGREEMENT
A. OrientalFX is a trading name of BlocEdu Ltd. Which is incorporated in St Vincent and the Grenadines, number 26464 BC 2021 by the Registrar of Limited Liability Companies, and whose address is First Floor, First St. Vincent Bank Ltd Building, James Street, Kingstown, St. Vincent and the Grenadines..
B.Introducing Broker (hereinafter called “IB”), whose name and address appear on the attached “IB Profile Section”, which is an integral part of this Agreement.
2. Purpose of the Agreement
This Agreement sets forth the terms and conditions of the relationship between OrientalFX and IB, who will introduce customers to OrientalFX on a fully disclosed basis to trade in OTC spot foreign exchange, OTC spot metals, contracts for difference, and off exchange derivative transactions, in accordance to the terms set forth in the Terms of Business of OrientalFX.
3.1 “Company” shall mean OrientalFX as deﬁned in section 1(A).
3.2 “IB” shall mean Introducing Broker who will introduce customer accounts to OrientalFX.
3.3 “Customer” means a customer of OrientalFX who is introduced by the IB.
3.4 “Account” shall mean an account that is established for a Customer introduced to OrientalFX by the IB.
3.5 “OFX token” is Blocedu’s asset that is based on the Ethereum network, OFX token is used as a withdrawal/deposit method. 1 OFX token = 1 USD.
Introducing Broker Agreement
1. PARTIES TO THIS AGREEMENT
4. Services of OrientalFX
4.1 At its sole discretion, OrientalFX shall open accounts to the customers introduced by the IB, provided they meet its qualiﬁcations criteria and suitability standard.
4.2 OrientalFX agrees to accept instructions and orders from the Customers, and send statement of accounts and recaps to the Customers introduced by the IB.
4.3 Provide services to the customers introduced by the IB in accordance to the Terms of Business of OrientalFX.
4.4 Provide a license to the IB to use its OrientalFX trading software, forms, literature, newsletters, market reports and any other informational material provided by OrientalFX.
4.5 Rebate fees and incentives to the IB in accordance to the attached Appendix l.
5. Services provided by the IB
5.1 Introduce Customers who fully meet the qualiﬁcations and suitability standards of OrientalFX, on a fully disclosed basis.
5.2 Deliver to Customer, and/or obtain from Customer and deliver to OrientalFX, all documentation including, but without limitation, the Customer Account Opening Package, notices, and notiﬁcations.
5.3 Obtain and verify Customer information including, but without limitation, Customer’s personal details, information on the reputation of the Customer, its ﬁnancial capacity and trading objectives.
5.4 Fairly and accurately describe OrientalFX business and proﬁle according to information provided by ORIENTALFX.
5.5 Maintain ethical practices, high standard of business, and conduct its business at all times in such a manner so as to reﬂect favorably on OrientalFX.
5.6 Comply with any business related instruction, terms or direction given by OrientalFX in relation to Introducing Broker services.
5.7 Keep accurate written records of all Customer Agreements, legal documents, diligence reports or any other information that may arise in the course of business with OrientalFX, and provide OrientalFX with copies thereof upon request.
5.8 Authorize OrientalFX to inspect or conduct any due diligence it may require from time to time, without any limitation or means of investigation.
5.9 Notify OrientalFX orally and in writing upon receipt of any Customer complaints or pending or threatened action raised against OrientalFX in connection with any alleged errors, corrections, or any other matter on any Customer account.
6. Relationship between the parties
The IB is strictly not authorized to act as an agent, appointed representative or as any authority of OrientalFX. For avoidance of any doubt, the IB will not make any recommendation, give advice, accept any commitment or guarantee, or accept any responsibility on any matter whatsoever for or on behalf of OrientalFX.
7. Compliance, Supervision, and Due Diligence
7.1 The IB will diligently supervise the activities of its ofﬁcers, employees and sales team, including its agents, to comply with OrientalFX terms as well as local regulations.
7.2 The IB must immediately notify OrientalFX in writing of any material claim against the IB, whether raised by a Customer or local regulatory agency.
7.3 The IB must introduce Customers to OrientalFX only after conducting strict due diligence and ‘Know Your Customer’ procedures. IB will not introduce any Customers without conducting prerequisite background checks.
7.4 The IB acknowledges that it may not accept funds from the Customers but must instruct the Customers to send checks or wire funds directly to OrientalFX.
7.5 The IB may not conduct discretionary trading on behalf of the Customers without a written and signed power of attorney from the Customers, which must be pre-approved by OrientalFX.
7.6 The IB may not give any advice or trading recommendation to the Customers. For avoidance of any doubt, OrientalFX will not be liable to Customers or the IB for any advise, decision or recommendation given or made by the IB to any Customer, and the IB will indemnify OrientalFX from any loss or liability arising from any such advice, recommendation, default or neglect by the IB in relation to any customer services.
8. Deficit in Customer accounts
The IB will be fully liable for deﬁcits incurred in its account or the accounts of the Customers it introduces to OrientalFX and for delays or defaults in payment of any credit or margin to OrientalFX. The IB hereby expressly authorizes OrientalFX to withhold and deduct from its commissions any loss incurred, or potentially may incur, from delays or defaults of payment of credits or margins that may lead to deﬁcit balances on the introduced Customers’ accounts.
9. Liquidation of positions
OrientalFX shall have the right to liquidate any or all open positions on the accounts introduced by the IB in the event of, but not limited to, the following occurrences:
9.1 Insufﬁcient margin to protect the position(s) in the Customer account;
9.2 Equity to margin ratio reaches the 50%;
10. Marketing and Advertising
The IB, under no circumstances, will use the OrientalFX name, logo, or website, whether for information or educational purposes, except with the prior written authorization of OrientalFX.
The IB will not advertise or circulate to customers or any other person any written information concerning OrientalFX without the prior written approval of OrientalFX.
11. Proprietary property
11.1 The IB acknowledges that the trading software provided by OrientalFX to the IB and the Customers introduced by the IB is simply to facilitate and enhance the efﬁciency of transacting business with OrientalFX. The IB further acknowledges that business may be transacted by telephone and fax in case of failure of the trading software for any reason beyond the control of OrientalFX, as solely determined by OrientalFX.
11.2 Upon the termination of this Agreement by either party, the IB will return to OrientalFX all proprietary property such as equipment, software and printed material.
IB will keep conﬁdential and will not disclose to anyone except with the prior written approval of OrientalFX, during and subsequent to the relationship with OrientalFX, all material information it receives during the course of business with OrientalFX, including but not limited to Customer information, trade secrets, techniques, and other information relating to processes, strategies and future plans.
The IB agrees to indemnify and hold OrientalFX harmless from all losses, liabilities, damages, expenses claims, proceedings and attorneys’ fees resulting from:
13.1 Any breach by the IB of its duties under this Agreement;
13.2 Any misrepresentation made by the IB herein;
13.3 Any Customer claims relating to any agreement between the IB and the introduced Customers;
13.4 Any deﬁcits on Customer accounts or the failure of any Customer to meet its obligations;
13.5 Any debts or obligations arising from the IB failing to comply with applicable local laws and regulations;
Any provision under this Agreement that becomes invalid shall be ineffective to the extent of such invalidity, without affecting the remaining provisions of this Agreement.
OrientalFX may assign its rights or delegate its obligations under these Terms to a third party with written notice to IB within 30 days of such assignment. IB grants OrientalFX the right to transfer this Agreement to any successor organi- zation. The IB is not allowed to assign any of its rights or duties under these Terms to any third party.
The paragraph headings in this Agreement are inserted for description purposes only and are not intended to limit the meaning of any of the Terms.
17. Entire Agreement
This and the attached Appendixes between OrientalFX and IB constitute the entire agreement between OrientalFX and IB. OrientalFX have made no representations or warranties other than those expressly provided within these Terms.
This Agreement may be terminated by the either party upon thirty days written notice to the other party. During the thirty days, the Customers introduced by the IB shall be serviced by OrientalFX and may be assigned to another IB to carry the accounts and provide IB services for the Customers. All commissions due to the IB up to the date of termination shall be paid to the IB upon clearance of any Customer obligation and settlement of all pending Customer transaction. ORIENTALFX may terminate this agreement immediately by written notice to the IB in the event the IB does not comply with any of the following clauses:
18.1 The IB does not comply with the terms set out in this Agreement;
18.2 The IB, in OrientalFX’ sole and reasonable opinion, provides inadequate service to Customers or ceases to provide service to Customers as set out in this agreement;
19. Communications and notices
Notices and any other communication may be transmitted to IB via email, internal mail on software, or the address on the IB application. All communications so sent by any of the above delivery methods shall be deemed transmitted by OrientalFX, whether received by the IB or not.
20. No Waiver or Amendments
No Terms of this Agreement may be waived or amended unless amendment is in writing and signed by both Customer and an ofﬁcer of OrientalFX. No oral or implied agreement to the contrary shall be recognizable. The attachments to this Agreement constitute an integral part of this Agreement.
21. Force Majeure
IB agrees that OrientalFX will not be held liable for any costs, damages or losses caused by force majeure events, including but not limited to, government restrictions, exchange or market rulings, suspension or delay of trading, war, civil disturbances, earthquakes, strikes,equipment failure, communication line failure, system failure, unauthorized access, theft or any problem, technical or otherwise, which may prevent the IB or the Customer introduced by the IB from entering or modifying an order or prevent OrientalFX from acting on an online instruction, or other events or conditions beyond OrientalFX control, as determined and at the sole discretion of OrientalFX.
22.1 IB acknowledges and conﬁrms that it has read and understood the Terms in this Agreement and agrees on their terms and conditions.
22.2 Any failure by OrientalFX to enforce its rights and remedies under these Terms shall not constitute a waiver of such right or remedy.
22.3 IB acknowledges that OrientalFX services are not intended for USA persons. IB further declares that it is not a USA Canada, Sudan, Syria, North Korea person.
23. Governing law and jurisdiction
Governing law and jurisdiction All actions, disputes, claims, demands or proceedings arising directly or indirectly in connection with, out of, or related to or from this Agreement, shall be held, at the solediscretion of OrientalFX, only in the courts whose seat is within the city of kingstown, St.Vincent and the Grenadines. IB hereby speciﬁcally consents and submit to the jurisdiction of any federal court located within the city of kingstown, St.Vincent and the Grenadines. IB waives any claim that IB is not personally subject to the jurisdiction of any state or federal court within the city of kingstown, St.Vincent and the Grenadines or that venue of any such suit, action or proceeding is improper or inconvenient.
IB may bring no action arising out of the Agreement, regardless of form, more than three months after the cause of such action.
The IB conﬁrms that it has read and understood the terms of this Agreement. By signing below, the IB explicitly agrees to be legally bound by its terms and condition
Agree to Terms and Conditions (check to download form)