Darwinex Zero Terms of Business

1.1

Tradeslide Technologies Ltd (company number 14398381) whose registered office is 20 Fitzroy Square, London Q1T 6EJ (TTL, we, us or our as appropriate) operates Darwinex Zero, a subscription based service through which :

1.1.1

you make Notional Trades in a virtual account without financial exposure to markets

1.1.2

we provide you with analysis of the quality of your Signal

1.1.3

we convert your Signal into a Strategy with a certified real-time track record

1.1.4

we introduce you to an Associate Regulated Entity for the purposes of exposing any Strategy developed from your Signal to Regulated Entity Clients

1.2

These terms of business and your Darwinex Zero Application Form are referred to in this document as the Agreement.

1.3

This Agreement is separate from any other agreement between us or any agreement between you and any of our other Associates.

1.4

Unless we notify you otherwise, our contact details are:-

20 Fitzroy Square, London Q1T 6EJ

E: info@darwinexzero.com

1.5

Where you do not sign this Agreement in writing, your electronic acceptance of the terms and conditions of this Agreement will be taken as your consent and intention to be legally bound by this Agreement.

1.6

In relation to the use of Darwinex Zero by you, this Agreement shall supersede any previous agreement, arrangement or understanding, whether written or oral, between us.

1.7

Certain words and expressions appearing in this Agreement have been given particular meanings. Where capitalised words are not defined in the relevant clause, the definitions set out in clause 16 (Definitions) shall apply.

1.8

We will communicate with you in the English language and all transactions you enter into with or through us will be concluded in the English language.

2.1

There are some key differences between being a User and being a client of one of our Regulated Entities – we call a client of one of our regulated entities a Regulated Entity Client in this Agreement, as follows:-

You are not a client

2.1.1

In relation to the relationship governed by this Agreement, you are not our client for the purposes of Applicable Regulations, as we are not providing you with a service in the course of undertaking a regulated activity. This means you do not have the protections which Applicable Regulations provide to Regulated Entity Clients. This does not affect any protections you have in relation to any other agreement between us under which you are a Regulated Entity Client.

You are not an employee or our partner

2.1.2

This Agreement is not a contract of service and you do not become our employee if you enter into it. Neither does it create any partnership or joint venture between us.

Intellectual property in a Strategy belongs to us

2.1.3

All rights to and intellectual property in any of the Signals and Strategies belongs to us or our Associates.

We do not advise you

2.1.4

Nothing in this Agreement requires us to provide any investment, taxation or other advice and we will not provide you with any such advice, whether in relation to the terms of this Agreement or otherwise.

You are not our agent

2.1.5

You are not our agent and you have no authority to bind us to any agreement nor to give any undertaking or make any representation on our behalf.

Your obligations

2.2

Your obligations under this Agreement are as follows and you agree with us that you:-

2.2.1

will allow TTL or any Associate to display your Username and Signal history on any of our Websites or any marketing or promotional materials and without regard to the purpose of such display;

2.2.2

will notify us as soon as practicable if you are contacted directly by any Regulated Entity Client, and you will not have any dealings with any such Regulated Entity Client; and

2.2.3

consent to us or any of our Associates using Signals for such purposes as we or any such Associate shall see fit.

2.2.4

will not operate Darwinex Zero Accounts under one or more Username’s for the sole purpose of placing Notional Trades in opposite directions in each Darwinex Zero Account

General

2.3

We reserve the right to modify, suspend or discontinue, temporarily or permanently, Darwinex Zero or any of our other Services (in whole or in part) with or without notice. You agree that we will not be responsible or liable to you for any modification, suspension or discontinuance of any of our Services.

You consent to communications being made via electronic media. If you do not or no longer wish to communicate via electronic media, you must notify us and revoke this consent in writing. Communications sent by electronic media shall be treated as satisfying any legal requirement that a communication should be signed and in writing, to the extent permitted by applicable law.

4.1

You will pay us the User Fee in the amount and at the intervals set out in the Pricing page of our Website. The User Fee is a fee payable by you for access to Darwinex Zero, its functionality and the materials contained on it.

4.2

To use Darwinex Zero you must provide one or more Payment Methods. You authorise us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your User Fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend certain or all functionality and features of Darwinex Zero until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.

4.3

Should you initiate a Chargeback in relation to any payment we will automatically cancel your account. Should you believe you are entitled to a refund in relation to a settled payment in line with our Refund Policy, please email info@darwinexzero.com

4.4

You can update your Payment Methods from within the Darwinex Zero platform. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorise us to continue to charge the applicable Payment Method(s).

4.5

You can cancel your Darwinex Zero subscription at any time. Payments are non-refundable and we do not provide refunds or credits for any partial membership periods. If you cancel your subscription you will retain access to your account beyond the end of the billing period but we will no longer provide the functionality described in clause 1.1 of this agreement at the end of your billing period.

4.6

We may change our subscription plans and the price of our Darwinex Zero service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 30 days following notice to you.

5.1

We may enable Users to purchase a Permanent Allocation Option, whereby a Permanent Allocation is allocated to the User’s Strategy upon reaching the Permanent Allocation Performance Objective established at the time of purchase of the Permanent Allocation Option. Such Permanent Allocation Option is

5.1.1

specific to the Strategy for which the option has been purchased and is non-transferable

5.1.2

contingent upon the User continuing to pay the User Fee. Failure to pay the User Fee or the initiation of a Chargeback in respect of a User Fee or Permanent Allocation Fee will automatically result in the Permanent Allocation being cancelled

5.2

While the term "Permanent" refers to the intended duration of the allocation, we reserve the right to terminate or alter the Permanent Allocation under the circumstances outlined in this clause:

5.2.1

We shall not be liable or obligated to continue the Permanent Allocation if changes in applicable laws, regulations, or directives by governing authorities make it impossible, impracticable, or unlawful to provide the service.

5.2.2

We make no guarantees that the assets tradable on the platform at the time of purchase of the Permanent Allocation Option will be tradable on the platform in the future and reserve the right to modify, discontinue, or replace the tradable assets at our sole discretion.

5.2.3

In the event of insolvency, liquidation, or default, we shall be under no obligation to maintain the Permanent Allocation or provide any refunds related to the service.

5.2.4

We reserve the right to discontinue or modify the Permanent Allocation in the event of unforeseen circumstances or events not contemplated at the time of purchase. These may include, but are not limited to, market disruptions, technological changes, or other material factors which, in our sole determination, make it impossible or impractical to maintain the allocation.

5.2.5

For the avoidance of doubt, the profitability of the Strategy derived from a User’s Signal shall not be considered a relevant factor in determining the feasibility of maintaining the Permanent Allocation.

6.1

We may enable Users to participate in a “Member Get Member” promotion whereby the User may refer someone else to be a new customer of Darwinex Zero using an assigned referral code or other method and receive a Reward by way of compensation.

6.2

You acknowledge that

6.2.1

We are under no obligation to offer such “Member Get Member“ promotion;

6.2.2

If any such Reward is made available to Users for the referral of a new customer, details of such Reward will be as provided within the Darwinex Zero platform;

6.2.2.1

details of such Reward will be as provided within the Darwinex Zero platform;

6.2.2.2

such Reward will not be deemed as payable until such time as we have been able to create a Strategy from the referred customer’s Signal

6.2.3

If such “Member Get Member” promotion is made available to you that we are under no obligation to maintain such promotion indefinitely and that we may cancel or modify the terms of such promotion at any time; and

6.2.4

If you cancel your account any outstanding Reward pending to you shall be deemed null and void.

6.2.5

Chargebacks initiated by you or by referred customers under the “Member Get Member” promotion may result in cancellation of any outstanding awards

6.2.6

If you engage in fraudulent activity in relation to use of the “Member Get Member” promotion we will cancel your account. For the avoidance of doubt, self-referral activity will be considered fraudulent.

7.1

You take sole responsibility for any third-party applications that you use in conjunction with your use of Darwinex Zero.

8.1

You represent and warrant to us (i.e. you are making statements and promises on which we will rely when we provide services to you and you therefore need to make sure that they are accurate as you will be responsible and liable to us if they are not) that:

8.1.1

if you are an individual, you are at least 18 years of age, of sound mind and have the legal capacity to enter into a legally binding agreement with us;

8.1.2

if you are a corporation, you are duly incorporated and validly existing under the laws of the country of your incorporation and that you have approved the opening of an account with us by a board resolution certified by the corporation’s officers;

8.1.3

this Agreement, each transaction and the obligations created under them are binding upon you and enforceable against you in accordance with their terms and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound; and

8.1.4

you have all authority, powers, consents, licences, intellectual property and authorisations required by you to enter into this Agreement, to perform your obligations under this Agreement.

9.1

You covenant to us (i.e. you make a contractually binding promise to us that you will do things on which we will rely when dealing with you under this Agreement and you therefore need to make sure that you keep those promises as you will be responsible and liable to us if you do not) that:

9.1.1

you are willing and able, upon request, to provide us with information in respect of your financial position, domicile or other matters as we may determine necessary for the proper functioning of Darwinex Zero or this Agreement; and

9.1.2

you will promptly notify us in writing of the occurrence of any bankruptcy or anything similar.

10.1

We may obtain information, including Personal Data from you during the course of our relationship with you and we will process such Personal Data as a Controller. Personal Data means any information relating to an identified or identifiable natural person, namely one who can be identified, directly or indirectly from that information alone or in conjunction with other information. Please refer to our Privacy Policy for full details which can be found on our Website.

10.2

We may share Personal Data with our Associates as part of our ordinary business and for the purposes of this Agreement. When sharing Personal Data with our Associates this may mean that information is transferred internationally, in which case we will maintain protocols to help ensure appropriate measures are in place to safeguard your Personal Data, as set out in our Privacy Policy.

11.1

Our Websites may incorporate third party data, text, images, software, multi-media materials and other content (Third Party Content) and references to “our Websites” shall be taken to include all materials, content and services made available from time to time on our Websites whether viewed on screen or downloaded to another computer including, without limitation, Third Party Content.

11.2

Our Websites are protected by copyright, database rights and other intellectual property rights. You acknowledge that we and/or third parties retain all right, title and interest in and to our Websites.

11.3

Except as otherwise specifically agreed in writing or to the extent necessary for you to view our Website in accordance with the Agreement, you shall not:

11.3.1

copy our Website in whole or in part (except to make backup copies solely for disaster recovery purposes);

11.3.2

display, reproduce, create derivative works from, transmit, sell, distribute, rent, lease, sublicense, time-share, lend or transfer or in any way exploit our Website in whole or in part;

11.3.3

embed our Website into other products;

11.3.4

use our Website in any file sharing arrangement;

11.3.5

create embedded links from any software program to our Website;

11.3.6

remove or obscure any of our copyright notices or those of any of our Associates;

11.3.7

use any of our trademarks, service marks, domain names, logos, or other identifiers or those of any of our third party suppliers; or

11.3.8

save to the extent permitted by law, reverse engineer, decompile, disassemble, or access the source code of our Website.

12.1

If we are prevented, hindered or delayed from performing any of our obligations under this Agreement by a Force Majeure Event, then our obligations under this Agreement will be suspended for so long as the Force Majeure Event continues and to the extent that we are so prevented, hindered or delayed. We will not be deemed to be in breach of this Agreement or otherwise be liable to you by reason of any delay or failure in performance of any of the obligations under this Agreement to the extent that the delay or failure is caused by a Force Majeure Event, and time for performance will be extended accordingly.

12.2

A Force Majeure Event means acts of God, war, hostilities, riot, fire, explosion, accident, pandemic, flood, sabotage, power supply interruption, failure of communications equipment, lock-out or injunction, compliance with governmental laws (domestic or foreign), regulations or orders or breakage or failure of machinery.

13.1

Please see clause 4.4 which sets out how you cancel your subscription to Darwinex Zero. We may terminate this Agreement upon notice in writing to you at any time by giving you not less than 7 days’ notice in writing of such termination. Termination shall be without prejudice to any accrued or outstanding rights and obligations of either you or us.

13.2

Termination will not affect your or our accrued rights, indemnities, existing commitments or any other contractual provision intended to survive termination of the Agreement.

14.1

Unless prohibited from excluding liability by law, we will not be liable to you for incidental, special, punitive or consequential damages caused by any act or omission of ours under this Agreement. This limitation will include claims relating to loss of business, loss of profits, loss of opportunity, failure to avoid loss, loss of goodwill or reputation or the corruption or loss of data.

14.2

You will be responsible to Tradeslide Technology Ltd, its principals, officers, directors, employees, agents, successor and/or assignees, for all Losses, claims, proceedings and expenses (including but not limited to legal expenses and experts' fees) arising (whether directly or indirectly) out of or in connection with (i) any failure by you to perform any of your obligations under this Agreement, (ii) any false information or declaration made to us or to any third party, or (iii) your placing any Notional Trade which breaches any regulatory or legal requirements and which results in a Signal.

15.1

We may, from time to time, amend or vary these terms for the following reasons:

15.1.1

to comply with or reflect a change of Applicable Regulations or decision by a regulatory authority;

15.1.2

to make them clearer, more favourable to you or to correct a mistake or oversight (provided that any correction would not be detrimental to your rights);

15.1.3

to provide for the introduction of new, or the amendment of existing systems, services, procedures, processes, changes in technology and products (provided that any change would not be detrimental to your rights); or

15.1.4

to reflect legitimate increases or reductions in the cost of providing any services governed by this Agreement.

15.2

We will notify you of any proposed change to the terms by sending you a written copy of the proposed changes at least ten (10) business days prior to the changes coming into effect unless such amendment or variation is required sooner as a result of a change of Applicable Regulations.

15.3

If you object to the amendment or variation, the amendment or variation will not be binding on you and this Agreement will terminate forthwith.

15.4

Any amendment or variation will supersede any previous agreement between us on the same subject matter.

15.5

No delay in the exercise or non-exercise by either party of any right, power or remedy provided by law or under or in connection with this Agreement will impair such right, power or remedy or operate as a waiver or release of that right. Any waiver or release must be specifically granted in writing, signed by the party granting it.

15.6

The rights and remedies of each party under this Agreement are cumulative and not exclusive of any rights or remedies of that party under the general law. Each party may exercise each of its rights as often as it thinks necessary.

15.7

We do not require the consent of any Associate of ours to amend, vary, modify, suspend, cancel, or terminate any provision of this Agreement.

16.1

We will generally communicate with you via email or our Websites but, if it is more appropriate to do so, we will communicate with you by letter, telephone, social media, or SMS. We will communicate with you in writing where the Agreement or Applicable Regulations requires us to. You agree and consent to us communicating with you in this manner.

16.2

If you are required to communicate with us in writing by the Agreement, please contact us at info@darwinexzero.com.

16.3

All communications between you and us will be in English.

16.4

It is your responsibility to keep your contact details up to date and notify us immediately of any changes in writing. If at any time you are unable, for whatever reason, to communicate with us or you do not receive any communication sent by us under this Agreement we will not:

16.4.1

be responsible for any loss, damage or cost caused to you by any act, error, delay or omission resulting therefrom where such loss, damage or cost is a result of your inability to use Darwinex Zero; and

16.4.2

except where your inability to instruct us or communicate with us results from our fraud, wilful default or negligence, be responsible for any other loss, damage or cost incurred by or cause to you by any act, error, omission or delay resulting therefrom including without limitation, where such loss, damage or cost is a result of your inability to use Darwinex Zero.

16.5

You acknowledge and agree that any communication transmitted by you or on your behalf is made at your risk and you authorise us to rely and act on, and treat as fully authorised and binding upon you, any communication (whether or not in writing) that we reasonably believe to have been made or transmitted by you or on your behalf by any agent or intermediary whom we reasonably believe to have been duly authorised by you.

16.6

Subject to Applicable Regulations, any communications between us using electronic signatures will be binding to the same extent as if they were in writing. By agreeing to these terms and conditions you give your consent to the receipt of communications by electronic means. If you no longer wish to communicate in this way, you must revoke your consent in writing.

16.7

You hereby agree and consent to all telephone communications made by or to you or on behalf of you with us being recorded. These recordings will be our sole property and may be used for training purposes or as evidence in the event of a dispute.

16.8

You agree and consent to the receipt of documents in electronic form via email, our Websites or other electronic means.

17.1

Outstanding rights and obligations and transactions shall survive the termination of the Agreement, and shall continue to be governed by its provisions. If any provision of the Agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of the Agreement which shall remain in full force and effect.

17.2

Any failure by us (whether continued or not) to insist upon your compliance with any provision of the Agreement shall not constitute nor be deemed to constitute a waiver by us of any of our rights or remedies. The rights and remedies conferred upon us under this Agreement shall be cumulative and the exercise or waiver of any part thereof shall not preclude or inhibit the exercise of any other additional rights and remedies.

17.3

No action, regardless of form, arising out of or in connection with the Agreement, or otherwise existing between the parties, may be brought by a party more than two years after the cause of action is discovered. Discovery of action must be reported within two years of termination of this Agreement.

17.4

The Contracts (Rights of Third Parties) Act 1999 shall not apply to the Agreement or to any agreement or document entered into pursuant to the Agreement and only the parties with explicit rights or obligations pursuant to the Agreement may enforce any term of and benefit from the Agreement.

18.1

Unless the context requires otherwise, any reference to:

18.1.1

a clause, sub-clause, paragraph or term is a reference to a clause, sub-clause, paragraph or term of this Agreement;

18.1.2

a party or the parties, is to a party or to the parties (as the case may be) to this Agreement;

18.1.3

a statute or statutory provision includes any consolidation or re-enactment, modification or replacement of the same, any statute or statutory provision of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time and includes all instruments or orders made under such enactment;

18.1.4

a person includes a firm, corporation and unincorporated associations, trust, government, state or agency of state, or any association or partnership or joint venture (whether or not having a separate legal personality);

18.1.5

a time of day is to the time in London, United Kingdom unless specified otherwise; and

18.1.6

a document is a reference to that document as varied, supplemented or replaced from time to time.

18.2

Any words following the terms including, include, example, in particular 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.

18.3

General words will not be given a restrictive interpretation by reason of this being preceded or followed by words indicating a particular class of acts, matters or things.

18.4

Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.

18.5

The following words and expressions shall have, unless otherwise specified, the following meanings:

Agreement is defined in clause 1.1.

Applicable Regulations means as appropriate: (a) rules of a relevant regulatory or other governmental authority; and (b) all other applicable laws, rules and regulations as in force from time to time, as applicable to this Agreement or Darwinex Zero.

Associate has the meaning given in section 1152 Companies Act 2006.

Business Day means a day (not being a Saturday or Sunday) when banks are open in London for the transaction of general banking business.

Chargeback means a transaction disputed by the customer whereby the payment amount is returned to the customer’s debit or credit card.

Darwinex Zero Account means an account identified by a Username and password used by you for the purposes of undertaking Notional Trades.

Force Majeure Event is defined in clause 11.2.

Intellectual Property Rights has the meaning given to it in clause 10.1.

Losses in respect of any matter, event or circumstance includes all demands, claims, actions, proceedings, damages, payments, trading losses, costs, expenses or other liabilities, and any consequential, indirect or special loss, including, but not limited to loss of business, loss related to reputational damage, loss of revenue, loss of anticipated savings and loss of opportunity.

Notional Trade means any instruction you give within any functionality of Darwinex Zero which notionally allocates any security or other instrument to your Darwinex Zero Account.

Payment Method means a current, valid and accepted method of payment.

Permanent Allocation means a Virtual Capital allocation by us, for the value of the Permanent Allocation Amount, in the Strategy developed from the User’s Signal, upon reaching the Permanent Allocation Performance Objective determined at the time of purchase of the Permanent Allocation Option

Permanent Allocation Amount means the fixed investment amount defined at the time of purchase of the Permanent Allocation Option

Permanent Allocation Fee means the amount we charge a User who purchases a Permanent Allocation Option

Permanent Allocation Option is a service that we may offer whereby in exchange for payment by the User of the Permanent Allocation Fee, the Strategy developed from the User’s Signal receives a Permanent Allocation contingent upon such Strategy reaching the Permanent Allocation Performance Objective

Permanent Allocation Performance Objective means the Strategy quote that must be reached to receive the Permanent Allocation Amount and is determined at the time of purchase of the Permanent Allocation Option

Privacy Policy means the privacy statement posted on our Websites as amended from time to time.

Reward means any monetary or non-monetary compensation offered to you via a Darwinex Zero Member Get Member promotion

Regulated Entity means any one of our Associates which is authorised and regulated by the Financial Conduct Authority or any other regulator having a similar function in any jurisdiction.

Regulated Entity Client means a person to whom a Regulated Entity provides Services.

Services mean the services offered by any Associate of ours to Regulated Entity Clients as specified on the Websites of our Regulated Entities.

Signal means any data related to any Notional Trade made by you, and data relating to execution of any such Notional Trade.

Strategy means a strategy developed by us or any one of our Associates based on Signals.

User Fee has the meaning set out in clause 4.1.

Username means credential used to access your Darwinex Zero Account in conjunction with a password

Virtual Capital is a notional allocation that comes with a compensation commitment in the form of performance fees paid as a share of profits generated on such notional allocation. Losses generated on such notional allocation do not generate real losses for us.

Website(s) means any website(s) through which we or any of our Associates deal with you.

19.1

The Agreement is governed by and shall be construed in accordance with the laws of England. Each party irrevocably submits to the exclusive jurisdiction of the English courts to settle any suit, action or other proceedings relating to the Agreement (Proceedings). Nothing in the Agreement shall prevent us from bringing Proceedings against you in any jurisdiction.

19.2

Each party irrevocably agrees to waive any objection which it may have at any time to the laying of venue of any proceedings brought in the English courts and agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.