1. Definitions

1.1 Parties. This Agreement is entered into between CrownFX Markets Ltd, a company registered in Saint Lucia providing financial services under an applicable financial services licence ("Company" or "CrownFX"), and the natural person or legal entity registered and approved as an Introducing Broker, Affiliate, or Master IB ("Partner").

Company: CrownFX Markets Ltd, registered in Saint Lucia.

Partner / You: Any approved Introducing Broker, Affiliate, or Master IB.

Referred Client: A client attributed to you under Section 7 who has completed KYC and funded an account.

Qualifying Volume: Net traded volume of Referred Clients, calculated per Section 3.2.

Commission: Rebates, CPA, revenue share, or override payments due under this Agreement.

Partner Portal: The Company's online platform showing rates, attribution, and statements.

Clawback: Recovery of previously paid Commission under Section 5.5.

Review Period: The window during which Commission may be withheld pending investigation (Section 5.4).

2. Partner Types and Eligibility

2.1 Partnership Arrangements.

• Introducing Broker (IB): Direct client referral; volume-based rebates.
• Affiliate: Digital marketing promotion; CPA or revenue share.
• Master IB: Manages a sub-IB network; earns override commissions.
• Hybrid: Combined arrangement as separately agreed in writing.

2.2 Eligibility Requirements. You must:

• Be 18+ and of full legal capacity.
• Complete application, identity verification, and, where applicable, corporate due diligence.
• Hold any licence or registration required in your jurisdiction to introduce clients or promote financial services.
• Not be resident in, or targeting, a Restricted Jurisdiction (published and updated on the Company's website).
• Not be subject to UN, OFAC, EU, or UK sanctions.
• Not be a Politically Exposed Person without enhanced due diligence clearance.
• Not have been subject to regulatory censure, licence revocation, or fraud findings in any jurisdiction.

2.3 Ongoing Obligation. You must notify the Company within 5 business days of any change to the above, including any regulatory action, insolvency event, or change of control.

2.4 Discretion to Accept. The Company may accept or decline any application at its discretion and is not obliged to provide reasons.

3. Commission Structure and Calculation

3.1 Rates. Rates, tiers, and payment terms are as set out in the Partner Portal or a separate written schedule at the time of enrolment. Where a signed schedule conflicts with the Portal, the signed schedule prevails.

3.2 Calculation Basis. Commission is calculated on net activity after deduction of:

• Bonuses, credits, and promotional adjustments
• Cancelled, reversed, or corrected trades
• Chargebacks and payment reversals
• Refunds and goodwill payments to clients
• Trades executed at manifestly erroneous prices
• Volume generated by any activity prohibited under Section 4

3.3 Qualifying Conditions. Commission accrues only where the Referred Client:

• Has completed KYC and is not in a Restricted Jurisdiction
• Has funded from a verified source in their own name
• Is genuinely and independently trading

3.4 Payment Terms.

• Commission is calculated monthly in arrears and paid within 15 business days of month-end.
• Payment is subject to a minimum threshold of $100 or equivalent; balances below threshold roll forward.
• Payment is made only to a verified account in the Partner's name; third-party payment is prohibited.
• The Partner bears any payment processing, conversion, or intermediary bank fees unless otherwise agreed.

3.5 Statements and Disputes. Statements are available in the Partner Portal. You must raise any dispute in writing within 30 days of statement publication. Absent timely dispute, the statement is deemed accepted, save in cases of fraud or manifest error.

3.6 Rate Changes. The Company may modify commission structures on 30 days' written notice. Changes apply prospectively only and do not affect Commission already accrued. If you do not accept a change, you may terminate under Section 10.1; accrued Commission remains payable subject to Section 5.

3.7 Taxes. Commission is stated exclusive of tax. You are solely responsible for all taxes, and must provide any tax documentation the Company reasonably requires. The Company may withhold where required by law.

4. Prohibited Activities

The following are strictly prohibited. Breach may result in Commission forfeiture, Clawback, termination, and referral to regulators or law enforcement.

4.1 Volume and Commission Abuse.

• Rebate Churning: generating excessive, low-quality, or artificial volume for the purpose of earning Commission, including encouraging clients to overtrade, rapid open/close cycles without genuine trading intent, or any scheme designed to inflate earnings absent legitimate trading.
• Wash Trading: offsetting or coordinated positions across accounts to generate volume without genuine market risk.
• Self-Referral: referring yourself, family members, employees, or accounts you control or benefit from.
• Fictitious Clients: fake accounts, stolen or synthetic identities, or non-genuine referrals.
• Latency, Arbitrage, and Platform Exploitation: exploiting pricing errors, feed delays, or system mechanics.
• Commission Splitting: sharing Commission with Referred Clients unless expressly approved in writing.

4.2 Marketing and Conduct.

• Misleading Promotion: false or exaggerated claims, guaranteed returns, implied endorsement, or misrepresentation of the Company's services, regulatory status, or protections.
• Omitted Risk Warnings: any promotional material lacking the required risk disclosure (Section 6.2).
• Spam and Unsolicited Contact: unsolicited email, SMS, cold calling, or messaging in breach of applicable law.
• Brand Abuse: bidding on Company brand keywords, impersonation sites or social accounts, trademark misuse, or claiming to be the Company.
• Unauthorised Incentives: offering rebates, bonuses, signals, managed accounts, or guarantees not approved in writing.
• Vulnerable Targeting: marketing to minors, or to individuals the Partner knows or should reasonably know lack capacity or are in financial distress.
• Restricted Jurisdictions: any promotion directed at, or knowingly accepted from, a Restricted Jurisdiction.

4.3 Unauthorised Services. Unless separately licensed and approved in writing, you must not:

• Provide investment advice or personal recommendations to Referred Clients
• Manage, trade, or hold trading authority over client accounts
• Handle, receive, or transmit client funds at any point
• Represent yourself as an employee, agent, or representative of the Company

Handling client funds is an absolute prohibition and constitutes immediate material breach.

5. Commission Withholding, Suspension, and Clawback

5.1 Right to Withhold. The Company may withhold, suspend, reduce, or recover Commission where it has reasonable grounds to believe one or more of the circumstances in Section 5.2 applies.

5.2 Grounds.

• Suspected or confirmed conduct under Section 4
• Fraudulent, suspicious, or irregular trading patterns among Referred Clients
• Chargebacks, payment reversals, or disputed transactions
• Breach of this Agreement or the General Terms & Conditions
• Pending compliance, AML, or regulatory investigation
• Regulatory inquiry, court order, or legal proceedings
• Commission calculated or paid in error, or on inaccurate data
• Substantiated client complaints arising from Partner conduct
• Insolvency, dissolution, or loss of required licensing
• Conduct materially prejudicial to the Company's regulatory standing

5.3 Notice. Except where prohibited by law, regulatory instruction, or where notice would prejudice an investigation, the Company will notify you within 10 business days of withholding Commission, identifying the general ground relied upon. The Company is not obliged to disclose investigative detail, client-specific data, or information subject to confidentiality or tipping-off restrictions.

5.4 Review Period. Investigations will be concluded within 90 days, extendable to 180 days where a regulator, bank, or law enforcement body is involved, or where the matter is factually complex. The Company will notify you of any extension. Where an investigation concludes without adverse finding, withheld Commission is released within 15 business days.

5.5 Clawback. The Company may recover Commission paid in error or arising from prohibited activity by set-off against future Commission, written demand for repayment (payable within 30 days), or legal recovery. Clawback is limited to Commission paid within the preceding 12 months, except in cases of fraud, where no limit applies.

5.6 Determination and Escalation. Determinations under this Section are made in good faith by the Company. You may escalate a determination in writing to compliance@crownfx.com within 30 days, and the Company will conduct an internal review by a person not involved in the original decision, responding within 30 days. This does not limit your rights under Section 15.

6. Partner Obligations

6.1 General. You agree to:

• Promote the Company professionally, ethically, and lawfully
• Use only approved marketing materials, or obtain written approval before publication
• Comply with all applicable advertising, financial promotion, consumer protection, and data protection law
• Maintain accurate records of marketing and referral activity for not less than 5 years
• Respond to Company inquiries within 5 business days
• Report suspected fraud or abuse immediately
• Maintain the security of Partner Portal credentials

6.2 Mandatory Risk Warning. All promotional material must carry, clearly and legibly, a risk warning to the effect that trading leveraged CFDs and foreign exchange carries a high risk of rapid capital loss, may not be suitable for all investors, that you should not trade with money you cannot afford to lose, and that past performance is not indicative of future results.

6.3 Audit. The Company may request, with reasonable notice, evidence of your marketing activity, traffic sources, and compliance controls. Failure to cooperate is a material breach.

6.4 Sub-IB Networks. Master IBs are responsible for the conduct of their sub-IBs as if it were their own, must ensure sub-IBs are bound by equivalent terms, and must disclose the full network structure to the Company.

7. Client Ownership and Attribution

7.1 Ownership. Referred Clients are clients of the Company. You have no ownership, custody, or contractual rights over client accounts, funds, or trading activity.

7.2 Direct Relationship. The Company maintains the direct client relationship and may communicate with clients at any time on any matter.

7.3 Attribution. Attribution is determined by tracking links, cookies, and Company server records. The Company's records are determinative in any dispute, subject to your right to raise a documented challenge under Section 3.5.

7.4 Attribution Window. Cookie attribution period: 90 days from first click. Where multiple Partners have a claim, last-click attribution applies unless otherwise agreed in writing.

7.5 Non-Solicitation. During the term and for 12 months after termination, you must not solicit Referred Clients to transfer to a competing broker. This does not restrict general market advertising not directed at Referred Clients.

8. Compliance, AML, and Sanctions

8.1 You must comply with all applicable AML/CTF law and must not knowingly refer clients connected with illegal activity, money laundering, sanctions evasion, or terrorist financing.

8.2 You must cooperate fully with compliance investigations and provide requested documentation within 5 business days.

8.3 The Company may withhold Commission pending investigation of suspicious activity, subject to the Review Period limits in Section 5.4.

8.4 You must not disclose to any client that they are, or may be, the subject of a compliance investigation or suspicious activity report ("tipping off").

9. Intellectual Property

9.1 You are granted a limited, non-exclusive, non-transferable, revocable licence to use Company trademarks and approved marketing materials solely for promotion under this Agreement.

9.2 All intellectual property remains the exclusive property of the Company. You may not modify, sublicense, register, or misuse Company materials, or register domains or handles incorporating Company marks.

9.3 On termination, the licence ends immediately. You must remove all Company materials, marks, and tracking links within 5 business days and transfer any domain or account incorporating Company marks to the Company on request.

10. Termination

10.1 By Notice. Either party may terminate on 30 days' written notice.

10.2 Immediate Termination. The Company may terminate immediately for material breach, suspected fraud, prohibited activity under Section 4, regulatory concern, insolvency, or loss of required licensing.

10.3 Effect. On termination you must cease all promotional activity and comply with Section 9.3.

10.4 Accrued Commission. Commission properly accrued before termination remains payable, subject to Section 5 and to verification. Where termination is for cause under Section 10.2, the Company may forfeit accrued Commission attributable to the breach.

10.5 Post-Termination Trailing. Unless terminated for cause, rebates on existing Referred Clients continue for 30 days after termination, as specified in your commercial schedule.

10.6 Survival. Sections 5.5, 7, 8.4, 9.3, 11, 12, 13, 14, and 15 survive termination.

11. Independent Contractor Status

You are an independent contractor. Nothing creates a partnership, joint venture, employment, or agency relationship. You have no authority to bind the Company, incur liability on its behalf, or make representations about its services beyond approved materials. You are solely responsible for your own taxes, licences, insurance, staff, and regulatory obligations.

12. Limitation of Liability and Indemnity

12.1 The Company is not liable for indirect, incidental, consequential, special, or punitive damages, including lost commissions, lost business, or loss of opportunity.

12.2 The Company's aggregate liability under this Agreement is limited to the total Commission paid to you in the 12 months preceding the claim.

12.3 You indemnify and hold harmless the Company, its officers, employees, and affiliates against all claims, losses, fines, regulatory penalties, and reasonable legal costs arising from your acts, omissions, marketing content, breach of this Agreement, or breach of applicable law.

12.4 Nothing excludes liability for fraud, wilful default, death or personal injury caused by negligence, or any liability that cannot lawfully be excluded.

13. Confidentiality and Data Protection

13.1 You must keep confidential all commission rates, business terms, client information, and proprietary Company information. This survives termination indefinitely for client data, and for 3 years for commercial terms.

13.2 Where you process personal data of prospective or Referred Clients, you act as an independent controller, must have a lawful basis, must maintain appropriate security, and must notify the Company of any breach affecting Company-related data within 48 hours.

13.3 You must not transfer, sell, or share Referred Client data with any third party.

14. Amendments

14.1 The Company may modify these terms. Material changes require 30 days' notice via email and Partner Portal. Continued participation after the effective date constitutes acceptance.

14.2 Non-material changes (clarifying, typographical, or legally mandated) take effect on posting.

14.3 If you do not accept a material change, you may terminate under Section 10.1; accrued Commission remains payable under Section 10.4.

15. Complaints, Governing Law, and Disputes

15.1 Complaints. Submit complaints in writing to partners@crownfx.com. Acknowledgment within 5 business days; substantive response within 30 days.

15.2 Escalation. Unresolved matters may be escalated to the relevant financial services authority.

15.3 Governing Law. This Agreement is governed by the laws of Saint Lucia.

15.4 Arbitration. Disputes not resolved under 15.1 shall be settled by binding arbitration seated in Saint Lucia, conducted in English by a single arbitrator under UNCITRAL rules. Each party bears its own costs unless the arbitrator determines otherwise.

15.5 Class Action Waiver. Claims are brought individually. Class, collective, and representative actions are waived to the extent permitted by law.

15.6 Interim Relief. Either party may seek injunctive relief from a court of competent jurisdiction to protect intellectual property or confidential information.

16. General

• Entire Agreement: this Agreement, the Partner Portal schedule, and the General Terms & Conditions constitute the entire agreement.
• Severability: if any provision is held unenforceable, the remainder stands.
• No Waiver: failure to enforce is not a waiver.
• Assignment: you may not assign without written consent; the Company may assign to an affiliate or successor.
• Notices: sent to registered email or Partner Portal; deemed received on the next business day.
• Language: English governs; translations are for convenience only.

17. Contact

Partner Program: partners@crownfx.com

Compliance / Escalation: compliance@crownfx.com

18. Electronic Signature and Consent

The Partner consents to transact electronically and agrees that the electronic signature applied below, together with the recorded timestamp, IP address, device information and document fingerprint, constitutes a valid and binding signature with the same legal effect as a handwritten signature, and that the signed record may be retained and relied upon as evidence of this Agreement.

Acknowledgment. By applying to or participating in the CrownFX Partner Program, you confirm that you have read, understood, and agreed to these Terms & Conditions in full. You acknowledge that Commission is subject to verification, withholding, and Clawback as set out in Section 5, and that you have reviewed the Prohibited Activities in Section 4.